TCR_Public/080812.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 12, 2008, Vol. 12, No. 191           

                             Headlines

ABITIBIBOWATER INC: Posts $251 Million Net Loss in 2008 2nd Qtr.
ACA FINANCIAL: Settlement and Restructuring Plan Approved
ADVANCED MICRO: Fitch Holds 'CCC/RR6' Sr. Unsecured Debt Rating
AFFILIATED COMPUTER: S&P Affirms 'BB' Corporate Credit Rating
AMERICAN COLOR: Wants AlixPartners as Restructuring Advisors

AMERICAN COLOR: Wants Conaway Stargatt as Bankruptcy Co-Counsel
AMERICAN COLOR: Wants to Hire Goodmans LLP as Canadian Counsel
AMERICAN DATA: Case Summary & 40 Largest Unsecured Creditors
ASBURY AUTOMOTIVE: S&P Affirms BB Rating with Negative Outlook
ATLANTIS PLASTIC: Files for Ch. 11 Bankruptcy, Sale and DIP Motion

ATLANTIS PLASTICS: Case Summary & 40 Largest Unsecured Creditors
BALLANTYNE RE: S&P Lowers Class A-1 Notes to 'B-', Watch Neg
BARRAMUNDI CDO: Fitch Junks Ratings on Four Classes of Notes
BEAZER HOMES: Posts $109.8MM Net Loss in 3rd Qtr. Ended June 30
BERRY PLASTICS: Posts $11.2 Million Net Loss in 2008 2nd Quarter

BLOCKBUSTER INC: Incurs $41.9 Million Net Loss in 2008 2nd Quarter
BLUE HERON: Fitch Junks Ratings on Five Classes of Notes
BLUE WATER: Amends Chapter 11 Plan; Will Liquidate Operations
BLUE WATER: To Close St. Clair, Michigan Facilities by August 29
BUILDING MATERIALS: Waiver Allows $60MM Additional Borrowing

BWBW PROPERTIES: Case Summary & Largest Unsecured Creditor
C-BASS MORTGAGE: Moody's Downgrades Ratings on 10 Certificates
CHARTER COMMS: June 30 Balance Sheet Upside-Down by $7.7 Billion
CHESAPEAKE CORP: S&P Cuts Rating to 'CCC+', on CreditWatch Neg
CHEVY CHASE: Fitch Cuts IDR to B from BB+ on Poor Asset Quality

CHIQUITA BRANDS: Earns $62.1 Million in 2008 Second Quarter
CINCINNATI BELL: Fitch Holds 'B+' IDR and Retains Stable Outlook
CIRCUIT CITY: Halts Completion of Distribution Facility
COUNTRYWIDE FINANCIAL: DOJ Says Deal With Critic May Affect Probe
CROWN CITY: Moody's Chips 'B2' Ratings on $12MM Notes to 'Caa1'

CROWN CITY: Moody's Downgrades Ratings on Poor Credit Quality
CRYSTAL COVE: Fitch Slashes 'AA' Rating on $331.9MM Notes to 'B'
CYGNUS BUSINESS: Moody's Reviews Ratings for Possible Downgrade
DECRANE AEROSPACE: S&P Affirms 'B-' Rating; Outlook Developing
ELWYN NICE: Case Summary & 20 Largest Unsecured Creditors

ENTERPRISE GP: S&P Affirms 'BB-' Rating After Annual Review
FISHERCAST GLOBAL: Sold to DynaCast After CCAA Protection Filing
GRAHAM PACKAGING: June 30 Balance Sheet Upside-Down by $726.8MM
HEALTH NET: Moody's Cuts Sr. Unsecured Debt Rating to Ba3 from Ba2
HSI ASSET: Moody's Lowers Ratings on 19 Tranches

HUDSON HIGH: Moody's Trims 'Ba1' Rating on $1.275MM Notes to 'Ca'
HUDSON MEZZANINE: Moody's Slashes 'Aaa' $37MM Notes Rating to 'Ca'
HUDSON PRODUCTS: S&P Rates $250MM Sr Secured Bank Loans 'BB-'
IGNIS PETROLEUM: Executes Forbearance Agreement with YA Global
IRVINGTON SCDO: Moody's Chips Two Notes Ratings to B3 from Baa3

ISCHUS CDO: Fitch Downgrades Six Notes Ratings; Removes Neg. Watch
JED OIL: Creditors Request CCAA, Appointment of PwC as Monitor
KINGSWAY FINANCIAL: Obtains Waiver for $48.8MM Debt to Sept. 30
LANDAMERICA FINANCIAL: S&P Cuts Counterparty Credit Rating to BB+
LEAP WIRELESS: Posts $26.1 Million Net Loss in 2008 Second Quarter

LENOX GROUP: Sale Option Fails, Might Breach Financial Covenants
LEXINGTON CAPITAL: Fitch Chips Eight Notes Ratings; Removes Watch
LEXINGTON CAPITAL: Collateral Slide Cues Fitch to Cut Four Ratings
LIGHTPOINT CLO: Moody's Cuts 'Ba2' Rating on Cl. E Notes to 'Ba3'
MAGNA ENTERTAINMENT: MID Provides Update on Shakeup Plan, Review

MAGNA ENTERTAINMENT: MID Warns of Possible Bankruptcy
MAGNA ENTERTAINMENT: Has $250MM in Debts Maturing This Month
MAGNA ENTERTAINMENT: Obtains Waiver for Unit's Credit Facilities
MCMORAN EXPLORATION: S&P Cuts $300MM Unsecured Notes to 'B-'
MERRILL LYNCH: Moody's Cuts Ratings on 83 Tranches

MGM MIRAGE: Fitch Affirms 'BB-' IDR; Revises Outlook to Negative
MI DEVELOPMENTS: Provides Update on Shakeup Plan, MEC Review
MISSISSIPPI INVESTORS: Voluntary Chapter 11 Case Summary
MONEYGRAM INT'L: June 30 Balance Sheet Upside-Down by $885.7MM
MOUNTAIN RIVER: Case Summary & 11 Largest Unsecured Creditors

MULBERRY STREET: Fitch Downgrades Ratings on Three Note Classes
NATIONAL CENTURY: Execs Sentenced in $3BB Securities Fraud Scheme
NOVASTAR ABS: Fitch Cuts 'BB' Rating on $238.7MM Notes to 'CCC'
ORIENTAL TRADING: Might Breach Covenant; S&P Cuts Rating to 'CCC+'
PACIFIC LUMBER: Scopac Withdraws $20MM DIP Request from Lehman

PAETEC HOLDING: S&P Affirms 'B' Corporate Credit Rating
PRICE MEDIA: Case Summary & 20 Largest Unsecured Creditors
REALOGY CORP: Moody's Cuts Corp. Family Rating to Caa1 from B3
RELIANT ENERGY: Fitch Holds Ratings and Revises Outlook to Stable
REVLON CONSUMER: S&P Places CCC+ Rating on Watch Positive

S & A RESTAURANT: Franchisees Mull Bid for Closed Stores
S & A RESTAURANT: List of Closed Bennigan's, Steak & Ale Branches
S & A RESTAURANT: Ch. 7 Trustee Wants Mark Agee as Co-Counsel
S & A RESTAURANT: Sec. 341 Meeting Set for August 29
S & A RESTAURANT: Ch. 7 Trustee Wants Kane Russell as Lead Counsel

S&B DEVELOPMENTS: Case Summary & 20 Largest Unsecured Creditors
SACO I: Moody's Publishes Underlying Ratings on Certain Notes
SEACOAST COMMUNITIES: Case Summary; 20 Largest Unsecured Creditors
SECURITY NATIONAL: Moody's Lowers Ratings on 13 Tranches
SEMGROUP LP: Hiland Companies Disclose $13MM Exposure

SEMGROUP LP: Paramount Energy Discloses Financial Exposure
SOUTH COAST: Collateral Deterioration Cues Fitch to Cut Ratings
STONEY GLEN: Case Summary & Largest Unsecured Creditors
STRUCTURED ADJUSTABLE: Moody's Cuts Ratings on 45 Loan Classes
SUMMER STREET: Fitch Junks Four Notes Ratings; Removes Neg. Watch

SUPERIOR ESSEX: S&P Withdraws 'BB' Corp. Credit Rating
SWISS CHEETAH: Moody's Cuts Rating to 'Ba2'; Puts Under Review
SWISS CHEETAH: Moody's Trims $10MM S. 2006-2 Swap Rating to Ba2
SWISS CHEETAH:  Moody's Cuts $10 S. 2006-3 Swap Rating to 'Ba2'
TBW MORTGAGE: Moody's Cuts 36 Certs. Rating on High Delinquency

TESORO CORP: Fitch Affirms 'BB+' ID and Sr. Unsec. Notes Ratings
TIM EDINGTON: Case Summary & 20 Largest Unsecured Creditors
TOWERING OAKS: Case Summary & 5 Largest Unsecured Creditors
TOWER SEMICONDUCTOR: In Talks on Restructuring, Jazz Merger
TROPICANA INN INVESTORS: Involuntary Chapter 11 Case Summary

TROY DUNNE: Voluntary Chapter 11 Case Summary
VAUGHAN FOODS: In Violation of Revolving Loan Financial Covenant
VISKASE COS: S&P Cuts Ratings to 'CC'; On Watch Negative
WESTAFF INC: Inks Forbearance Deal with U.S. Bank, Wells Fargo
WHITEHALL JEWELERS: May Use Up to $80MM DIP Fund Through August 28

WHITEHALL JEWELERS: FTI Consulting Approved as Financial Advisor
WHITEHALL JEWELERS: Taps Great American as Liquidation Consultant
WILDWOOD BEACH: Voluntary Chapter 11 Case Summary
WM WRIGLEY: Moody's To Cut Notes Rating to Ba2 on Pending Merger

* S&P Cuts Ratings on Four Structured ARM Loan Trust Deals to 'D'

* Automotive Supplier Bankruptcy Risk High, Says Grant Thornton

* Large Companies with Insolvent Balance Sheets

                             *********

ABITIBIBOWATER INC: Posts $251 Million Net Loss in 2008 2nd Qtr.
----------------------------------------------------------------
AbitibiBowater Inc. reported a net loss of $251.0 million on sales
of $1.7 billion for the second quarter ended June 30, 2008.  These
results compare with a net loss of $248.0 million on sales of
$1.7 billion for the first quarter of 2008.

Second quarter 2008 special items, net of tax, consisted of the
following: an $11.0 million loss relating to foreign currency
changes, an $11.0 million gain on asset sales, a $29.0 million
loss related to asset closures, impairment and severance and a
$72.0 million charge related to tax adjustments.  Excluding these
special items, the net loss for the quarter would have been
$150.0 million, or $2.60 per diluted share.

"Although our financial results remain unacceptable, we did see a
significant improvement in our operating performance in the
quarter.  Our efforts to offset cost pressures with synergies,
combined with our announced price increases, should provide a
significant improvement in both our operating efficiency and
financial performance through the balance of this year," stated
president and chief executive officer David J. Paterson.  

"Recognizing continued market and economic challenges,
AbitibiBowater is ready to take all actions it believes necessary,
including the elimination of unprofitable production.  Also, as
our Phase 2 review of operations continues, an important
consideration will be the renewal on acceptable terms of the CEP
labor agreements of our Canadian operations in 2009."

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$10.19 billion in total assets, $8.56 billion in total
liabilities, $150.0 million in minority interests in subsidiaries,
and $1.48 billion in total shareholders' equity.

A full-text copy of the press release reporting results for the
three and six months ended June 30, 2008, issued by the company on
Aug. 7, 2008. is available for free at:

               http://researcharchives.com/t/s?308f

                    About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of  
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 27
pulp and paper facilities and 34 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the company is
also among the world's largest recyclers of old newspapers and
magazines, and has more third-party certified sustainable forest
land than any other company in the world.  AbitibiBowater's shares
trade under the stock symbol ABH on both the New York Stock
Exchange and the Toronto Stock Exchange.

AbitibiBowater Inc. still carries Fitch's 'CCC+' Issuer Default
Rating assigned on April 1, 2008.  Outlook is negative.


ACA FINANCIAL: Settlement and Restructuring Plan Approved
---------------------------------------------------------
Insurance Commissioner Ralph S. Tyler said a resolution was
reached in the matter of ACA Financial Guaranty Corporation, a
financial guaranty company that has been under financial stress
since last year.

The order issued [Fri]day by the Commissioner explains that ACA
has settled, or will settle at or before closing, many of its
obligations.  ACA's remaining insurance obligations will consist
primarily of traditional financial guaranty insurance written on
municipal obligations.  The approved restructuring will provide
significant protection to ACA's municipal policyholders.  ACA will
operate as a runoff insurance company while continuing to insure
these obligations.

Extensive financial modeling and analysis was performed to project
the level of assets deemed sufficient to run off the remaining
insurance obligations.  ACA will continue to operate to adjudicate
and pay all insurance claims and administrative expenses.

"I feel that all the parties involved have made the best of a
difficult situation," said Mr. Tyler.  "The objectives have always
been to make sure that the individuals relying on municipal
obligations insured by ACA are protected and that the
restructuring is resolved in a manner satisfactory to the
counterparties with structured finance exposure.

"This deal accomplishes these objectives.  A great deal of effort
and due diligence went into this arrangement on all parts and I am
satisfied that the outcome was worth it."

As a result of the restructuring transaction, ACA Capital Holdings
Inc. will no longer control ACA Financial Guaranty Corporation.  
Rather, control will reside with certain former counterparties to
the transactions guaranteed by ACA, with no one counterparty
having the ability to individually exert control over ACA to the
exclusion of the counterparty group.  Additionally, ACA will
operate under a number of restrictions which include being
restricted from writing any new business without MIA approval.

Historically, ACA's primary business had been insuring the payment
of principal and interest of obligations issued by municipalities.
However, in recent years, ACA wrote guarantees on complex
structured finance products backed in some instances by bundles
of subprime mortgages.  Certain of these guarantees included
provisions whereby the counterparties to the transactions
guaranteed by ACA could require the posting of collateral and
exercise a contract termination right in the event that ACA's
financial strength rating was downgraded below certain levels.  
The meltdown of the sub-prime mortgage market significantly
contributed to a downgrade of ACA's rating, which could have
triggered the collateral posting requirement or termination event.  
ACA would not have had sufficient assets to post collateral or
meet the termination event payments.

Beginning in Dec. 19, 2007, ACA entered into a series of
forbearance agreements with the counterparties under which the
counterparties agreed not to take action to demand the posting of
collateral or otherwise terminate their contacts with ACA.  This
provided ACA, the counterparties and the Administration time to
devise a long term, permanent solution to ACA's financial
problems.  The restructuring plan is the result of these efforts.

The commissioner's order is available at:

             http://ResearchArchives.com/t/s?309c

                             About MIA

The Maryland Insurance Administration --
http://www.mdinsurance.state.md.us-- founded as the Maryland  
Insurance Division in 1872, is an independent State agency located
in downtown Baltimore.  The agency regulates Maryland's
$26 billion insurance industry and makes certain that insurance
companies, health plans and producers comply with Maryland
insurance law.  The MIA also licenses over 110,000 producers and
approximately 1,500 insurance companies, regulates insurance
rates, monitors insurer solvency, investigates consumer complaints
and travels across the State providing consumers with educational
materials on insurance.

In December 2007, ACA Financial entered into a consent agreement
giving the Maryland Insurance Administration significant control
over management of the company.

A team of Bingham McCutchen lawyers led by Hartford-based
financial restructuring partner Harold Horwich represented the
Maryland Insurance Administration in the deal. ACA was
restructured over a period of 9 months. It is the first successful
restructuring of a financial guaranty insurance company, and
sets precedent for the restructuring of other financial guaranty
insurers, according to Maryland Insurance Administration. The
transaction is highly unusual in that it restored an insurance
company to solvency without the need for receivership proceedings,
said the Maryland Insurance Administration. As a result of the
transaction, ACA will have sufficient capital to pay its
obligations to municipal bondholders with a high degree of
certainty.

Joining Horwich in representing the Maryland Insurance
Administration were Edwin Smith, co-chair of Bingham's Financial
Institutions Area and a partner in the New York and Boston
offices; Hartford financial restructuring counsel Stephen
Hryniewicz; New York financial institutions associate E. Marcus
Marsh; and Hartford financial institutions associate William
Goddard.

For more information about this deal, please contact Hal Horwich
at (860)-240-2722 or harold.horwich@bingham.com.

                        About ACA Financial

Headquartered in New York, ACA Financial Guaranty Corporation --
http://www.aca.com/-- is a bond insurer.  The company is a  
subsidiary of ACA Capital Holdings Inc.

                             *   *   *

As reported in the Troubled Company Reporter on June 13, 2008,
Standard & Poor's Ratings Services said its 'CCC' financial
strength rating on ACA Financial Guaranty Corp. remains on
CreditWatch with developing implications.


ADVANCED MICRO: Fitch Holds 'CCC/RR6' Sr. Unsecured Debt Rating
---------------------------------------------------------------
Fitch has affirmed these ratings on Advanced Micro Devices Inc.:

  -- Issuer Default Rating at 'B-';
  -- Senior unsecured debt at 'CCC/RR6'.

The Rating Outlook is Negative.

The ratings and outlook continue to reflect:

  -- Fitch's expectations that AMD's operating performance will
     remain relatively weak over the near term, despite recent new
     product introductions, due in part to key product delays in
     2007, enabling Intel Corp. to strengthen its market
     leadership position with a refreshed product portfolio.

     Nonetheless, for the second half of 2008, AMD should benefit
     from approximately 10% unit growth for the broader
     microprocessor industry, although Fitch believes the
     currently challenged consumer macroeconomic environment will
     disproportionately impact AMD, given its greater consumer
     exposure than Intel, on a relative basis.  Increased unit
     demand for its new quad-core Opteron and graphics chips and
     lower fixed costs due to ongoing restructuring also should
     bolster AMD's operating performance.  However, Fitch believes
     meaningful profitability expansion will be constrained by
     pressured average selling prices, driven by Intel's low-cost
     manufacturing footprint and increased sales of lower-priced
     models into developing markets.

  -- AMD's limited financial flexibility and modest liquidity
     position was supported by approximately $1.4 billion of cash
     and cash equivalents at June 28, 2008, not including
     approximately $180 million of auction rate securities the
     company classifies as marketable securities but that Fitch
     believes do not represent a reliable source of liquidity over
     the near term.  While liquidity has been bolstered by
     approximately $200 million of proceeds from the sale of 200-
     millimeter tools during the first half of 2008, Fitch expects
     free cash flow will approach negative $1 billion for the full
     year absent AMD cutting capital spending further from the
     currently planned $900 million.  The company believes it
     could raise an additional $250 million via the sales of non-
     operating assets, mostly administrative buildings, although
     Fitch views this as a more likely 2009 event.

Additionally, during the quarter ended June 28, 2008, the company
announced its intention to sell its handheld and digital
television business acquired with ATI Technologies, potentially
adding modestly to liquidity.  AMD also entered into an accounts
receivable sales program with IBM Credit Corp., which provided an
additional $60 million of liquidity as of the end of the second
quarter.  Nonetheless, in the absence of meaningfully higher-than-
expected free cash flow generation and/or additional asset sales,
Fitch expects AMD's cash levels will approach $1 billion exiting
2008.

In Fitch's opinion, additional negative rating actions will likely
occur if AMD depletes its current cash balance at a faster-than-
expected pace or if profitability contracts further.  
Alternatively, the ratings could be stabilized over the next few
quarters if AMD steadily improves profitability or bolsters
financial flexibility by obtaining additional external funding.

Ratings concerns continue to center on:

  -- Significant product technology risk associated with the MPU
     market, resulting in cyclical operating results.  
     Furthermore, Fitch believes AMD's ability to withstand
     technology roadmap missteps is constrained by the company's
     limited market share and financial flexibility.

  -- Intel's meaningful manufacturing technology advantage over
     AMD, driven by capital expenditures consistently in excess of
     $5 billion, pressuring AMD to continue investing aggressively
     to upgrade its manufacturing facilities.

  -- Fitch's expectations that AMD's debt levels will remain high
     and likely increase, driven by the company's investment
     requirements, thereby constraining AMD's financial
     flexibility for the foreseeable future.  However, Fitch
     believes the successful implementation of AMD's planned
     (although not yet announced) 'asset light' strategy could
     meaningfully reduce capital spending requirements.

The ratings are supported by:

  -- Expectations for solid MPU unit growth and AMD's relatively
     consistent market share over the next couple of years.

  -- The company's strengthened and expanding relationships with
     all personal computer original equipment manufacturers, ]     
     driven in part by AMD's enhanced ability to provide platform
     products to the marketplace following the acquisition of ATI
     Technologies in October 2006.

  -- AMD's staggered and longer-term debt maturities, as well as
     its now proven willingness to cut capital spending in the
     face of less-favorable market conditions.

At June 28, 2008, total debt was $5.3 billion, and consisted of:

  -- $858 million of debt related to Fab 36, including
     $795 million of Fab 36 Euro Term Loan due 2011.

  -- $1.5 billion 5.75% convertible senior unsecured notes due
     2012;

  -- $2.2 billion 6% senior unsecured convertible notes due 2015;
  -- $390 million 7.75% senior unsecured notes due 2012; and

  -- other debt, including capital leases, of approximately $313
     million.

The Recovery Ratings reflect Fitch's belief that AMD would be
reorganized rather than liquidated in a bankruptcy scenario, given
Fitch's estimates that the company's reorganization value of
approximately $1.8 billion exceeds a projected liquidation value
of approximately $970 million, driven by AMD's improved operating
EBITDA in the first half of 2008 versus that of 2007.  
Furthermore, Fitch believes AMD's role as a viable alternative
microprocessor supplier to Intel, which currently has nearly 80%
market share, supports the case for reorganizing rather than
liquidating AMD in a bankruptcy scenario.  

To arrive at a reorganization value, Fitch applies a 30% discount
its estimate of AMD's operating EBITDA for the latest 12 months
ended June 28, 2008 of approximately $511 million, reflecting the
company's substantial historical operating volatility.  Fitch
assumes a 5 times reorganization multiple and arrives at an
adjusted reorganization value of approximately $1.6 billion after
subtracting administrative claims.  Based upon these assumptions,
and given that approximately $1 billion of unrated borrowings is
related to Fab 36 and capital leases, which Fitch views as
essentially secured, minimal recovery (0%-10%) would be available
for the approximately $4.1 billion of senior unsecured debt,
resulting in 'RR6' ratings.


AFFILIATED COMPUTER: S&P Affirms 'BB' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Dallas,
Texas-based Affiliated Computer Services Inc. (ACS) to stable from
negative. At the same time, S&P affirmed the 'BB' corporate credit
rating on the company. The outlook revision reflects ACS' good
market position, consistent financial performance and moderate
leverage for the rating.

"The current rating incorporates ACS' recent history of cumulative
debt-financed, net share repurchases of approximately $1.5 billion
in fiscal 2006 and 2007, the March 2007 buyout offer by private
equity firm Cerberus Capital Management (subsequently withdrawn in
October 2007), and substantial senior management and independent
director turnover," said Standard & Poor's credit analyst Martha
Toll-Reed. These factors are partially mitigated by ACS' growing,
annuity-like revenue streams, solid historic profitability, and
good cash-flow generation. In addition, ACS' near-term ability to
pursue a more aggressive financial policy is limited by covenant
constraints in its existing credit facilities and current capital
markets conditions.

ACS reported fiscal 2008 revenues of $6.2 billion, up 7% from the
prior year. ACS has maintained consistent EBITDA margins in the
low- to mid-20% area. A focus on higher-margin business process
outsourcing (more than three-quarters of total revenues) and a
growing, lower-cost offshore services capability has enabled ACS
to sustain higher margins than many of its IT outsourcing peers.
While ACS faces competitive threats from larger, more globally
positioned IT providers, the company's very strong position in
state and local government outsourcing services provides a measure
of ratings stability.

ACS' capital requirements are expected to be moderate, at 6%-7% of
revenues, and free operating cash flow remains solid, at more than
$700 million in the fiscal year ended June 2008. ACS' current
leverage (in the 3x area) is moderate for the rating, given ACS'
satisfactory business profile. At the 'BB' rating level, S&P
expects ACS to manage its debt leverage at 3x-5x over the near-to-
intermediate term, allowing the company to make modest-size
acquisitions or share repurchases.


AMERICAN COLOR: Wants AlixPartners as Restructuring Advisors
------------------------------------------------------------
ACG Holdings, Inc., and its debtor-affiliates seek the permission
of the U.S. Bankruptcy Court for the District of Delaware to
employ AlixPartners, LLC, as their restructuring advisors.

As restructuring advisors, AlixPartners is expected to assist the
Debtors in their operations and restructuring efforts.  Pursuant
to an engagement letter entered into by the parties, AlixPartners
will assist the Debtors in:

  (a) working with their other advisors' senior management and
      employees to provide financial consulting services and
      restructuring advice;

  (b) managing their bankruptcy process through working and
      coordinating with other professionals who represent their
      stakeholders;

  (c) developing short-term cash flow forecasting tool and
      related methodologies, and in planning for alternatives,
      as the ACG Debtors may request;

  (d) developing an actual-to-forecast variance reporting
      mechanism, including written explanations of key
      differences;

  (e) reconciling, managing and negotiating claims; determining
      and collecting preferences; and managing documents and
      preserving electronic data;

  (f) obtaining and presenting information required by parties-
      in-interest in the ACG Debtors' cases, including the
      Court and the official committees it appoints;

  (g) the confirmation of the ACG Debtors' joint prepackaged
      plans of reorganization with Vertis Holdings, Inc., and
      its debtor affiliates;

  (h) providing testimony before the Court, as necessary; and

  (i) certain matters as the ACG Debtors may request.

AlixPartners has advised the Debtors that its services will not be
duplicative of the services rendered by other professionals.  
AlixPartners will coordinate with Lehman Brothers, Inc., the
Debtors' financial advisor, to avoid duplication of their work.

AlixPartners will be paid for its services according to these
hourly rates:

        Managing Directors        $680 - $850
        Directors                 $485 - $650
        Vice Presidents           $330 - $480
        Associates                $280 - $340
        Analysts                  $230 - $250
        Paraprofessionals         $170 - $200

AlixPartners will also bill the Debtors for reasonable out-of-
pocket expenses that it incurred or may incur in relation to
the contemplated services it is to render.  

AlixPartners reserves the right to seek a restructuring fee from
the ACG Debtors.  However, the firm agrees that it will not seek
the Fee in the event that:

  -- a merger or other business combination with the Vertis
     Debtors occurs; or

  -- a transfer of the majority of voting control of the Debtors
     to (i) parties to the Debtors' first lien revolving and term
     loan facilities; and (ii) the holders of the Debtors' 10%
     Senior Secured Notes due in 2010.

ACG Executive Vice President, Chief Financial Officer and  
Secretary Patrick W. Kellick, discloses that the Debtors have paid
AlixPartners a $175,000 retainer, $120,258 of which is available
to be held by the firm and applied against fees and expenses
remaining at the end of the engagement.

According to the Debtors' books and records, AlixPartners also
received $308,617 as prepetition payment for assisting the Debtors
with respect to preparations for their Chapter 11 cases.

AlixPartners says it may periodically use independent contractors
with specialized skills and abilities to assist in their
engagement with the Debtors.  Consequently, AlixPartners will
file, and require the independent contractor to file, affidavits
indicating the disinterestedness of those contractors.  The
contractors should also (i) remain disinterested during the time
that AlixPartners renders services on behalf of the Debtors, and
(i) must not work for, while Alix Partners provides services
to, the Debtors.

The Debtors agree to indemnify AlixPartners from and against
all liabilities in connection with the firm's engagement.  Thus,
the Debtors ask the Court to approve the provisions under the
Engagement Letter.

Brian J. Fox, a director of AlixPartners, assures the Court that
his firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                  About American Color Graphics

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

The company and its four affiliates filed for Chapter 11
protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467).
Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors they listed estimated assets of $100 million to
$500 million and estimated debts of $500 million to $1 billion.


AMERICAN COLOR: Wants Conaway Stargatt as Bankruptcy Co-Counsel
---------------------------------------------------------------
ACG Holdings Inc. and its debtor-affiliates seek the authority of
the U.S. Bankruptcy Court for the District of Delaware to employ
Young Conaway Stargatt & Taylor, LLP, as their co-counsel nunc pro
tunc to July 15, 2008.

As co-counsel to the Debtors, Young Conaway will:

  (a) provide legal advice with respect to the ACG Debtors'
      powers and duties as debtors-in-possession in the
      continued operation of their business and management of
      their properties;

  (b) pursue the confirmation of the Chapter 11 plan of
      reorganization and approve the solicitation procedures and
      disclosure statement;

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

  (d) appear in Court and protect the interest of the ACG
      Debtors; and

  (e) perform all other legal services for the ACG Debtors as
      necessary and proper.

Young Conaway will be paid in an hourly basis pursuant to Section
330(a) of the Bankruptcy Code.  The principal attorneys and
paralegal presently designated to represent the Debtors are:

         Professional                     Hourly Rate
         ------------                     -----------
         James L. Patton Jr., Partner        $750
         Pauline K. Morgan, Partner          $545
         Sean T. Greecher, Associate         $305
         Patrick A. Jackson, Associate       $265
         Melissa Bertsch, Paralegal          $135

The firm will also seek reimbursement of necessary out-of-pocket
expenses it has incurred or will incur, including telephone and
telecopier, toll charges, mail and express mail charges, special
or hand delivery charges, document processing, photocopying, and
travel expenses.  

Patrick W. Kellick, executive vice president, chief financial
officer and secretary of ACG Holdings, reports Young Conaway
received a $55,195 retainer amounting in connection with the
planning and preparation of initial documents and its proposed
postpetition services and expenses.  The firm also received
$16,186 for services rendered and expenses incurred through
July 4, 2008.

Pauline K. Morgan, Esq., a partner at Young Conaway, assures the
Court that her firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.  She maintains
that the firm' partners, counsel and associates:

  (a) are not creditors, equity security holders, or insiders of
      the Debtors;

  (b) are not and were not, within two years prior to the
      bankruptcy filing, directors, officers, or employees of the
      Debtors; and

  (c) do not have an interest materially adverse to the Debtors'
      estates, creditors and security holders.

                  About American Color Graphics

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

The company and its four affiliates filed for Chapter 11
protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467).
Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors they listed estimated assets of $100 million to
$500 million and estimated debts of $500 million to $1 billion.


AMERICAN COLOR: Wants to Hire Goodmans LLP as Canadian Counsel
--------------------------------------------------------------
ACG Holdings, Inc., and its debtor-affiliates seek the authority
of the U.S. Bankruptcy Court for the District of Delaware to
employ and retain Goodmans LLP, as their Canadian counsel.

The Debtors wants Goodmans to provide them various legal services
with respect to the ancillary proceedings in Canada commenced by
American Color Graphics, Inc., under Section 18.6 of the
Companies' Creditors Arrangement Act.

The Debtors believe that Goodmans is qualified to provide
services to their Ancillary Proceedings because of the firm's
significant participation in most major solvency cases in Canada,
which makes the firm extensively familiar with the types of
issues that the Debtors may encounter in the Proceedings.

Moreover, the Debtors believe that Goodmans has earned its
reputation of providing quality and excellent legal services, and
has shown its desire and willingness to be retained in the
Debtors' Proceedings.

As the Debtors' Canadian counsel, Goodmans will:

  (a) advise the Debtors of their rights, powers and duties
      in connection with the Ancillary Proceedings;

  (b) prepare, on behalf of the Debtors, all necessary and
      appropriate applications, motions, draft orders, other
      pleadings, notices and other documents, and review all  
      financial and other reports to be filed in the
      Proceedings;

  (c) advise the Debtors and prepare responses to pleadings
      that may be filed and served;

  (d) advise and assist the Debtors in connection with any
      potential property dispositions;

  (e) commence and conduct any and all litigation in Canada, as
      may be necessary or appropriate to assert the Debtors'
      rights;

  (f) provide corporate governance, litigation and other general
      Canadian legal services for the Debtors; and

  (g) perform all necessary legal services in the Proceedings.

In relation to the contemplated legal services to be rendered by
the firm, the Goodmans attorneys and legal assistants will be
paid according to these hourly rates:

              Jay Carfagnini       C$850
              David Bish           C$650
              Jason Wadden         C$500
              Lauren Cappell       C$350

Goodmans will also charge the Debtors for necessary non-
ordinary overhead expenses.

The Debtors retained Goodmans on February 11, 2008, pursuant
to an engagement letter.  In May 2008, the Debtors paid Goodmans a
C$25,000 retainer fee for the firm's planning and preparation of
initial documents and the firm's proposed postpetition
representation of the ACG Debtors, Patrick W. Kellick, ACG's
executive vice president, chief financial officer and secretary,
informs Judge Christopher Sontchi.

A part of the Retainer Fee was applied to prepetition outstanding  
balances due to Goodmans by the Debtors.  The remainder will
constitute a general retainer as security for postpetition
services and expenses, which will be applied to the expenses the
firm initially incurred in the Debtors' cases.

Mr. Kellick says Goodmans also received for the services rendered
to the Debtors and expenses it incurred:

  -- C$11,299, for the period from February 11, 2008, to
     March 12, 2008; and

  -- C$20,762 for the period through July 2, 2008.

According to David B. Bish, Esq., a partner at Goodmans, his firm
is a "disinterested person," within the meaning of Section
101(14) of the Bankruptcy Code.

                  About American Color Graphics

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

The company and its four affiliates filed for Chapter 11
protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467).
Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors they listed estimated assets of $100 million to
$500 million and estimated debts of $500 million to $1 billion.



AMERICAN DATA: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: American Data & Computer Products, Inc.
        4505 Town N' Country Boulevard
        Tampa, FL 33615

Bankruptcy Case No.: 08-12067

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                 Case No.
      ------                                 --------
      Robert Castro, Jr. and                 08-12066
      Terry Ray Castro

Chapter 11 Petition Date: August 11, 2008

Court: Middle District of Florida (Tampa)

Judge: Caryl E. Delano

Debtors' Counsel: Buddy D. Ford, Esq.
                  (Buddy@tampaesq.com)
                  Buddy D. Ford, P.A.
                  115 North MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

                              Total Assets     Total Debts
                              ------------     -----------
   American Data and               $57,835      $1,841,858
   Computer Products, Inc.

   Robert Castro, Jr. and         $808,072      $2,310,712
   Terry Ray Castro

A. A copy of American Data & Computer Products, Inc.'s petition is
available for free at:

            http://bankrupt.com/misc/flmb08-12067.pdf

B. A copy of Robert Castro, Jr. and Terry Ray Castro's petition is
available for free at:

            http://bankrupt.com/misc/flmb08-12066.pdf


ASBURY AUTOMOTIVE: S&P Affirms BB Rating with Negative Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on New
York-based Asbury Automotive Group Inc. to negative from stable.
At the same time, S&P affirmed its 'BB-' corporate credit rating
on the company. The company had total balance sheet debt of $628
million (excluding floorplan liabilities) as of June 30, 2008.

"The outlook revision reflects our expectations that Asbury's
lackluster profitability will continue through 2009," said
Standard & Poor's credit analyst Nancy Messer. This could lead to
lower credit measures that are insufficient to support the current
rating. The likelihood of a downgrade in the next year depends on
the depth and duration of the economic downturn combined with the
company's ability to manage its cost structure to fit the new
market.

Auto retailers are experiencing a negative trend in unit sales and
revenues because of the weak economy, high gasoline prices, and
low consumer confidence. Not only are new and used vehicle sales
declining, but discretionary consumer spending on highly
profitable vehicle maintenance also appears to be under pressure.
S&P is monitoring Asbury's plans that are under way to refinance
the March 2009 expiration of its credit facility commitment.

S&P is concerned about the likelihood that the company will be
required to take a goodwill impairment charge in the year ahead,
signaling lower future profitability and cash flows, even if any
such non-cash charge would not affect covenants.

Asbury is the fifth-largest rated U.S. auto retailer, based on
2007 new-vehicle retail sales units, and has stores in 11 states.
Auto retailers are facing challenging conditions resulting from
very weak new- and used-vehicle sales and a dramatic shift in
consumer preference to small, economical passenger cars from light
trucks and SUVs. S&P expects U.S. sales of new light vehicles to
decline to 14.4 million units in 2008, the lowest level in more
than a decade, and 14.1 million units in 2009, an 18% decline from
the 17.2 million sales peak in 2000. The resiliency of the
retailers' business model -- diversity of revenue streams -- is
being tested for the first time following a period of strong
demand for new vehicles that coincided with these companies'
initial consolidation efforts. Retailers must maintain margins
through disciplined cost control, expand their parts and service
business, and manage net acquisitions to ride out the downturn
without encountering liquidity constraints.

Recent management changes have placed a new CEO and CFO in the
executive suite at Asbury. This new team, which brings a high
degree of retailing expertise to the job, plans to exploit the
scope and scale of Asbury's business through the installation of a
shared services system in the months ahead. Management has also
announced restructuring initiatives designed to improve operating
leverage in the year ahead through targeted cost-reduction
actions.

The negative outlook reflects Asbury's relatively weak
profitability and its concerns about the depth and length of the
economic downturn. If lower profits lead to leverage that remains
close to 6x through 2009, S&P could lower the rating in mid-2009
or sooner. This could occur with a continuing weak U.S. economy
and the company's inability to rationalize its cost base to the
lower revenue level. S&P could also lower the rating if the
company fails to complete its credit facility refinancing in the
next few months. Such failure would seriously reduce the company's
liquidity, given expiration of the current commitment in March
2009. Alternatively, S&P could revise the outlook back to stable
if Asbury is able to offset the difficult auto sales environment
with its good brand mix, revenue diversity, and positive free
operating cash flows.


ATLANTIS PLASTIC: Files for Ch. 11 Bankruptcy, Sale and DIP Motion
-----------------------------------------------------------------
Atlantis Plastics Inc. and eight of its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code before the
United States Bankruptcy Court for the Northern District of
Georgia due to high operational costs and housing market slump,
Bloomberg News reports.

The company listed assets of between $100,000,000 and $500,000,000
and the same range of debts, Bloomberg says.  In the company's
regulatory filing with the Securities and Exchange Commission, it
reported total assets of $214,019,000 and total debts of $255,329
resulting in a stockholders' deficit of $41,310,000, for the
quarter ended Sept. 30, 2007.

According to Bloomberg, Atlantis Plastics owes $25,000,000 in
revolving loans, $116,100,000 in senior-term loan, and $5,050,000
in special accommodation loan.  The company holds $75,000,000
junior subordinated debt, the report says.

In conjunction with the Chapter 11 filing, the company reached
definitive agreements to sell substantially all of the assets
of its Plastic Films business to AEP Industries Inc. and
substantially all of the assets of its Molded Plastics Products
business to a subsidiary of Monomoy Capital Partners L.P., a New
York based private equity fund.

AEP Industries agreed to purchase the company's plastic film
business for $87,000,000, Bloomberg says.

The company relates that the bankruptcy filings and the purchase
agreements were undertaken with the support of the company's
senior secured lenders.  Pursuant to Section 363(f) of the
Bankruptcy Code, the sale is subject to competitive bidding and
auction.

The company expects the sale to close in October 2008.

"After reviewing all of our alternatives, the Company's management
and Board of Directors, working in consultation with outside legal
and financial advisors, unanimously determined that sales of our
Plastic Films and Molded Plastic Products businesses through the
Chapter 11 process would provide the best result for our
creditors, suppliers, employees and customers," said Bud
Philbrook, chief executive officer and president of the company.  

"We are pleased to have entered into agreements with AEP and
Monomoy, both of which share our strong commitment to customer
care," said Mr. Philrook.  We are confident that the Films and
Molded Products businesses of Atlantis Plastics will be well
positioned with these well respected companies."

              $26.5 Million GE Business DIP Facility

The company reached an agreement with a consortium of lenders led
by GE Business Financial Services Inc. for a $26.5 million post
petition financing facility to provide the company with sufficient
working capital and financial resources to continue normal
business operations at all of its facilities, among other things.  

The DIP motion is subject to court approval.  The company
requested an expedited hearing on that motion in order not to
disrupt its business operations.

Furthermore, the Company seeks the Court's approval for a variety
of other motions it has filed -- including requests to pay wages
and salaries, honor existing employee benefits, and continue
customer programs.

                          NASDAQ Notice

On Jan. 11, 2008, the company received notification from NASDAQ
that it is not in compliance with the minimum bid price
requirement for continued listing on the NASDAQ Capital Market set
forth in NASDAQ Marketplace Rule 4310(c)(4).  A company is not in
compliance with the Minimum Bid Price Rule and will be issued this
notice if its closing bid price has been less than $1.00 per share
for 30 consecutive business days.  According to the NASDAQ notice,
the company has until July 9, 2008, to regain compliance with the
minimum bid price rule.

                      About Atlantis Plastics

Headquartered in Atlanta, Georgia, Atlantis Plastics, Inc.
(OTC:ATPL.PK) -- http://www.atlantisplastics.com-- manufactures  
polyethylene stretch and custom films as well as molded plastic
products.


ATLANTIS PLASTICS: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Atlantis Plastic Inc.
             1870 The Exchange
             Suite 200
             Atlanta, GA 30339

Bankruptcy Case No.: 08-75473

Debtor-affiliates filing separate Chapter 11 petitions:

       Entity                                     Case No.
       ------                                     --------
       Atlantis Plastics, Inc.                    08-75473
       Atlantis Plastic Films, Inc.               08-75474
       Atlantis Films, Inc.                       08-75475
       Atlantis Molded Plastics, Inc.             08-75476
       Atlantis Plastics Injection Molding, Inc.  08-75477
       Extrusion Masters, Inc.                    08-75478
       Linear Films, Inc.                         08-75479
       Pierce Plastics, Inc.                      08-75480
       Rigal Plastics, Inc.                       08-75481

Type of Business: The Debtor manufactures specialty polyethylene
                  films and molded and extruded plastic components
                  used in a variety of industrial and consumer  
                  applications.

Chapter 11 Petition Date: August 10, 2008

Court: Northern District of Georgia (Atlanta)

Debtors' Counsel: David B. Kurzweil
                  (kurzweild@gtlaw.com)
                  Greenberg Traurig, LLP
                  3290 Northside Parkway, N.W.
                  Suite 400
                  Atlanta, GA 30327
                  Telephone (678) 553-2100
                  Fax (678) 553-2681

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

Estimated Debts: $100,000,001 to $500 million

Debtors' Consolidated List of 40 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The Bank of New York           Loan                   $75,000,000
as Agent for the Second        Security Value: $0                      
Lien Lenders
Attn: Bev Casanova
600 East Las Colinas Blvd.
Irving, TX 75039
Fax (972) 401-8554

Equistar
Attn: Wanda Green              Trade Debt              $1,003,370
1221 McKinney Street
Houston, TX 77010
Telephone (888) 777-0232
Fax (713) 652-4151
Email: pqf@lyondellbasell.com    
                        
A Schulman-Akron, OH           Trade Debt                $975,107
Attn: Jim Baker
3550 West Market Street
Akron, OH 44333
Telephone (330) 666-3751
Fax (330) 668-7204
Email: info@aschulman.com            
                           
Flint Hills Resources          Trade Debt                $430,862
Attn: Tim Chernock
1330 Lake Robbins Dr.     
Suite 400                  
The Woodlands, TX 77380
Telephone (800) 767-0496
Fax (281) 363-7262
Email: info@fhr.com

O G & E Electrical Service     Utility                   $346,591
Attn: Carla Brockman              
321 North Harvy            
Oklahoma City, OK 73102
Telephone (800) 237-3230
Fax (405) 553-5163
Email: custcaredept@oge.com

Capital Trans Solutions        Trade Debt                $342,684
Attn:  Danielle Baker
1915 Vaughn Road
Kennesaw, GA 30144
Telephone (770) 690-8684
Fax (770) 690-8687
Email: lthomas@shipwithcts.com

Standridge Color Corp. Inc.    Trade Debt                $333,341
Attn: Cathy Burdette
1196 E. Hightower Trial
Social Circle, GA 30025
Telephone (770) 464-3362
Email: sales@standridgecolor.com                           
                           
Xcel Energy                    Utility                   $286,739
414 Nicollet Mall
Minneapolis, MN
55401-1993
Telephone (800) 481-4700

DuPont Packaging &             Trade Debt                $255,410
Industrial        
Debbie Concklin
Barley Mill Plaza, Bldg.
26
Wilmington, DE 19880
Telephone (800) 628-6208

GE Capital                     Trade Debt
$253,855               
8400 Normandale Lake
Blvd
Suite 470
Minneapolis, MN 55437
Telephone (800) 247-8038

Nova Chemicals, Inc.           Trade Debt                $246,108

Gulf Systems                   Trade Debt                $229,734

Ferro Plastics Division        Trade Debt                $218,395

ExxonMobile Chemical           Trade Debt                $217,197
Company

Battenfield Gloucester         Trade Debt                $211,207
Engineering Co., Inc.

Bayshore Vinyl                 Trade Debt                $202,401
Compounds, Inc.

The Dow Chemical Company       Trade Debt                $179,170

Milacron Marketing Company     Trade Debt                $176,772

City of Nicholasville          Utility                   $158,041

Sonoco Products Company        Trade Debt                $154,210

Unisource Worlwide Inc.        Trade Debt                $149,002

Primepvc                       Trade Debt                $136,822

Shamrock Manufacturing Co      Trade Debt                $122,832

Southern California Edison     Utility                   $121,309

TLS (Truck Load Services)      Trade Debt                $104,275

Microplastics Inc.             Trade Debt                $101,404

Henderson Stamping Inc.        Trade Debt                $100,768

Dudek & Bock Spring            Trade Debt                 $99,066

Worksource                     Trade Debt                 $96,967

Ashland Distribution Company   Trade Debt                 $94,594

Wurzburg                       Trade Debt                 $93,443

Reliant Energy Solutions       Utility                    $89,370

Batesville Tool                Trade Debt                 $89,366

NTH Works-Precision Tool       Trade Debt                 $81,471

Tax Collector                  Property Taxes             $77,661

Ashland Chemical               Trade Debt                 $72,516

Hieb Trans Logistics           Trade Debt                 $71,144

P&P Properties                 Trade Debt                 $70,000

Univar USA                     Trade Debt                 $69,525

Channel Prime Alliance, LLC    Trade Debt                 $67,929


BALLANTYNE RE: S&P Lowers Class A-1 Notes to 'B-', Watch Neg
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior debt rating
on Ballantyne Re plc's Class A-1 notes to 'B-' from 'BB'.

Standard & Poor's also said that the rating on the notes remains
on CreditWatch, where it was placed on Nov. 21, 2007, with
negative implications.

"We are taking this action in response to the continuing mark-to-
market losses experienced on the assets in the underlying
collateral accounts," explained Standard & Poor's credit analyst
Gary Martucci. Since May 20, 2008, mark-to-market losses have
increased, putting additional strain on the structure.

"As set forth in the most recent Scottish Re Group Ltd. 10K, $375
million of excess reserves have been recaptured from Ballantyne
Re. The 10K also said the transaction parties executed a binding
letter of intent whereby they can recapture an additional $200
million of excess reserves from Ballantyne Re, most likely in the
third quarter of 2008. Although the Class A-1 notes have continued
to receive interest payments, our concern is that if the
contemplated recapture does not occur, or if there is a continuing
decline in the underlying asset values, even with the temporary
relief provided by the recapture, it could result in an interest
payment limitation trigger being breached," S&P says.

Standard & Poor's will continue to monitor the developments
related to this latest disclosure and take future ratings actions
as warranted.


BARRAMUNDI CDO: Fitch Junks Ratings on Four Classes of Notes
------------------------------------------------------------
Fitch downgraded and removed from Rating Watch Negative six
classes of notes issued by Barramundi CDO I Ltd.  These rating
actions are effective immediately:

  -- $469,944,289 class A-1 notes to 'CCC' from 'BBB+';
  -- $56,000,000 class A-2 notes to 'CC' from 'BBB';
  -- $76,000,000 class B notes to 'CC' from 'BB+';
  -- $48,000,000 class C notes to 'C' from 'B+';
  -- $38,400,000 class D notes to 'C' from 'CCC';
  -- $19,200,000 class E notes to 'C' from 'CC'.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically in subprime
residential mortgage backed securities.

Barramundi is a hybrid structured finance collateralized debt
obligation that closed on Dec. 12, 2006 and is managed by C-BASS
Investment Management LLC.  Presently 78.1% of the portfolio is
comprised of 2005, 2006 and 2007 vintage U.S. subprime RMBS, 16.0%
pre-2005 vintage subprime RMBS, 2.2% 2007 vintage U.S. SF CDOs,
0.5% U.S.  Non-SF CDOs, 2.1% asset backed securities, 0.7%
commercial mortgage backed securities and 0.4% manufactured
housing.

Since Nov. 21, 2007, approximately 74.9% of the portfolio has been
downgraded with 4.5% of the portfolio currently on Rating Watch
Negative. 78.3% of the portfolio is now rated below investment
grade, with 50% of the portfolio rated 'CCC+' and below.  Overall,
84.8% of the assets in the portfolio now carry a rating below the
rating assumed in Fitch's November 2007 review.

The collateral deterioration has caused each of the
overcollateralization ratios to fall below 100% and fail their
respective triggers.  As of the trustee report dated June 27,
2008, the class A/B OC ratio was 92.8%, the class C OC ratio was
85.7% and the class D OC ratio was 80.7%.  As a result of the A/B
OC test failure, interest proceeds remaining after paying class B
interest are being diverted to the synthetic reserve account to
reduce the TRS notional amount and will continue until the OC test
is cured.  The class C, D and E notes are deferring interest and
Fitch does not expect these notes to receive any interest or
principal payments going forward.  The downgrades to the rated
notes reflect Fitch's updated view of the default risk associated
with each of the notes.

The ratings on 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 stated
balance of principal by the maturity date.  The ratings on the
class C, D and E notes address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the maturity date.


BEAZER HOMES: Posts $109.8MM Net Loss in 3rd Qtr. Ended June 30
---------------------------------------------------------------
Beazer Homes USA Inc. reported Friday its financial results for
the third quarter ended June 30, 2008.  

The company reported a net loss of $109.8 million, including pre-
tax charges related to inventory impairments and abandonment of
land option contracts of $95.5 million, impairments related to
joint venture investments of $18.5 million, and goodwill
impairments of $4.4 million.  For the third quarter of the prior
fiscal year, net loss totaled $118.7 million.

Total revenues decreased 39.5% to $455.6 million, compared to
$753.5 million in the third quarter of the prior year as the
number of homes closed decreased by 36.9%.  Continued reduction in
the levels of demand compared to last year resulted in decreased
closings and average sales prices throughout most of the company's  
markets.

In addition, the company had $23.0 million of land and lot sales
in the three months ended June 30, 2008, compared to $19.2 million  
in the three months ended June 30, 2007, as the company continued
to review opportunities to minimize underperforming investments
and reallocate funds to investments that will optimize overall
returns.

"As our third quarter results illustrate, difficult operating
conditions in the homebuilding industry persist," said Ian J.
McCarthy, president and chief executive officer.  "Despite lower
home prices, relatively low interest rates and a large choice of
available homes, potential homebuyers remain reluctant due to
eroding consumer confidence amid concerns about employment growth,
higher energy costs and the overall economy.  

"Based on these demand dynamics, coupled with high supply levels
of new and existing home inventory, we believe industry conditions
will remain challenging for the remainder of this fiscal year and
as we enter fiscal 2009.  As such, we maintain a disciplined and
cautious operating approach and our principal operating goals
during this downturn continue to include generating liquidity,
reducing overhead and direct costs, limiting investment in land
and homes and reducing unsold home inventories.  At the same time,
we are focused on positioning Beazer Homes for a return to
profitability and the market's eventual recovery.  We expect
strategic actions such as our decisions to reallocate capital and
resources within our geographic footprint and further efforts to
differentiate Beazer Homes in the eyes of the consumer will enable
us to enhance shareholder value in the long term."

                      Homebuilding Revenues

Homebuilding revenues declined 41.1% to $431.7 million for the
quarter ended June 30, 2008, due to both a 36.9% decline in home
closings and an 8.8% decline in average selling price from the
same period in the prior fiscal year.  Home closings declined in
all regions, with the most significant declines in the Southeast,
the West and Florida.  Net new home orders totaled 1,774, a
decline of 41.8% from the prior fiscal year.  The cancellation
rate for the quarter was 36.8%, comparable to 36.3% and 33.7%
experienced for the same period in the prior fiscal year and in
the second quarter of this year, respectively.

During the third quarter, margins continued to be negatively
impacted by both the average sales price decline and reduced
closing volume as compared to the same period a year ago.  In
addition, the company incurred pre-tax charges to abandon land
option contracts of $27.8 million, and to recognize inventory
impairments of $67.7 million, impairments in joint ventures of
$18.5 million, and goodwill impairments $4.4 million.  The
goodwill impaired relates to the company's operations in Colorado,
which the company decided to exit during the third quarter.  The
company also decided to exit the Fresno, California market during
the third quarter.

The company controlled 46,224 lots at June 30, 2008 (72% owned and
28% controlled under options), reflecting reduction of
approximately 15% and 36% from levels as of March 31, 2008, and
June 30, 2007, respectively.  As of June 30, 2008, unsold finished
homes totaled 300, declining by approximately 32% and 65% from the
level a year ago and as of Sept. 30, 2007, respectively.  The
company has substantially reduced its land and land development
spending, which totaled $275.0 million year to date this year,
compared to $694.0 million for the same period in the prior year.

                            Liquidity

At June 30, 2008, the company had a cash balance of
$314.2 million, an increase from $273.2 million as of March 31,
2008.  Cash provided by operating activities for the three and
nine months ended June 30, 2008, was $52.1 and $24.5 million,
respectively.  As previously disclosed, the company received a
cash tax refund of approximately $55.8 million during the third
quarter relating to a fiscal 2007 net operating loss carried back
to fiscal 2005.  In addition, the sale of two condominium projects
in Virginia was concluded in July, subsequent to the end of the
fiscal third quarter, with net proceeds totaling approximately
$85.0 million.  

At June 30, 2008, the company had total outstanding borrowings of
$1.76 billion compared to $1.86 billion at Sept. 30, 2007.

On Aug. 7, 2008, the company entered into an amendment to its  
revolving credit facility which changed the size, covenants and
pricing for the facility.  There were no amounts outstanding under
the company's $400.0 million revolving credit facility at June 30,
2008; however, the company had $71.5 million of letters of credit
outstanding under the revolving credit facility at June 30, 2008.

At June 30, 2008, the company had available borrowing capacity of
$90.7 million under its $400.0 million revolving credit facility.  
At Aug. 7, 2008, after giving effect to the amendment, the company
had no additional available borrowing capacity.

                 Ongoing External Investigations

As previously disclosed, the company and its subsidiary, Beazer
Mortgage Corporation, are under investigations by the United
States Attorney's Office in the Western District of North
Carolina, the SEC and other state and federal agencies, concerning
the matters that were the subject of the Audit Committee's
previous independent investigation.  The company is fully
cooperating with these investigations which are ongoing.  The
company cannot predict or determine the timing or final outcome of
the investigations or the effect that any adverse findings in the
investigations may have on it.

The company intends to attempt to negotiate a settlement with
prosecutors and regulatory authorities with respect to these
matters that would allow the company to quantify its exposure
associated with reimbursement of losses and payment of regulatory
and/or criminal fines, if they are imposed.  However, no
settlement has been reached with any regulatory authority and the
company believes that although it is probable that a liability
exists related to this exposure, it is not reasonably estimable at
this time.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$3.14 billion in total assets, $2.30 billion in total liabilities,
and $844.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?3097

                        About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilder with      
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, New
York, North Carolina, Ohio, Pennsylvania, South Carolina,
Tennessee, Texas, Virginia and Virginia.  

                          *     *     *

As disclosed in the Troubled Company Reporter on June 12, 2008,
Fitch Ratings downgraded Beazer Homes USA Inc.'s Issuer Default
Rating to 'B' from 'B+'; Secured revolving credit facility to 'BB-
/RR1' from 'BB/RR1'; Senior notes to 'B-/RR5' from 'B/RR5';
Convertible senior notes to 'B-/RR5' from 'B/RR5'; and Junior
subordinated debt to 'CCC/RR6' from 'CCC+/RR6'.


BERRY PLASTICS: Posts $11.2 Million Net Loss in 2008 2nd Quarter
----------------------------------------------------------------
Berry Plastcis Corp. reported a net loss of $11.2 million for the
second quarter ended June 28, 2008, compared to a net loss of
$46.0 million for the corresponding period ended June 30, 2007.

Net sales increased 16% to $939.9 million for the current quarter
from $807.3 million for the prior quarter.  This $132.6 million
increase includes acquisition volume growth of 10%.  

Net sales in the rigid open top business increased from
$251.4 million in the prior quarter to $284.6 million in the
current quarter.  Base volume growth in the rigid open top
business, excluding net selling price increases, was 4%, driven
primarily by growth in the company's various container product
lines and thermoformed drink cups.  

Net sales in the rigid closed top business increased from
$152.0 million in the prior quarter to $247.5 million in the
current quarter primarily as a result of acquisition volume growth
attributed to Captive and MAC totaling $84.6 million for the
current quarter.  

The flexible films business net sales increased from
$264.2 million in the prior quarter to $278.0 million in the
current quarter.  Base volume declined, excluding net selling
price increases, by 4%, primarily due to the the company's
decision to discontinue historically lower margin business.  

Net sales in the tapes/coatings business decreased from
$139.7 million in the prior quarter to $129.8 million in the
current quarter primarily driven by softness in the new home
construction and automotive markets partially offset by strong
volume growth in the corrosion protection business.

Gross profit decreased slightly to $139.1 million (15% of net
sales) for the current quarter from $139.4 million (17% of net
sales) for the prior quarter.  This decrease is primarily
attributed to the timing lag of passing through increased raw
material costs to customers partially offset by additional sales
volume and productivity improvements in the flexible films and
tapes/coatings segments as a result of realizing synergies from
the Berry Covalence merger.

Selling, general and administrative expenses decreased by
$3.1 million to $85.5 million for the current quarter from
$88.6 million for the prior quarter primarily the result of an
$8.8 million decrease in stock compensation expense in the current
quarter over the prior quarter and the realization of synergies
from the Berry Covalence merger partially offset by a $5.1 million
increase in amortization of intangible assets and increased
expenses as a result of organic and acquisition growth.  

Restructuring and impairment charges were $3.4 million in the
current quarter due to the continued execution of the shut down of
several facilities in the flexible films, closed top and
tapes/coatings segments.  Other expenses decreased from
$17.0 million in the prior quarter to $3.6 million for the current
quarter primarily as a result of a decrease in transaction and
integration costs associated with the Berry Covalence merger.

Net interest expense increased $4.4 million to $64.2 million for
the current quarter from $59.8 million in the prior quarter
primarily as a result of increased borrowings to finance the
Captive acquisition.

For the current quarter, the company recorded an income tax
benefit of $6.4 million or an effective tax rate of 36.4%, which
is a change of $21.5 million from the income tax benefit of
$27.9 million or an effective tax rate of 37.8% in the prior
quarter.  This decrease in the income tax benefit relates to a
decrease in the loss before income taxes in the current quarter
versus the prior quarter and a decline in the effective tax rate.

At June 28, 2008, the company's cash balance was $19.1 million,
and the company had unused borrowing capacity of $374.8 million
under its $400.0 million revolving line of credit.  

                          Balance Sheet

At June 28, 2008, the company's consolidated balance sheet showed
$4.53 billion in total assets, $4.14 billion in total liabilities,
and $390.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 28,2008, are available for
free at http://researcharchives.com/t/s?3090

                       About Berry Plastics

Headquartered in Evansville, Ind., Berry Plastics Corporation
-- http://www.berryplastics.com/-- is a manufacturer and marketer   
of plastic packaging products.  Berry Plastics products include
open-top and closed top packaging, polyethylene-based plastic
films, industrial tapes, medical specialties, packaging, heat-
shrinkable coatings and specialty laminates.   

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2008,
Moody's Investors Service affirmed its Caa1 (LGD 4, 63%) rating on
each of the company's $225.0 million senior secured second lien
FRN due 2014 and $525.0 million senior secured lien notes due
2014, and its Caa2 (LGD 5, 85%) rating on the company's
$265.0 million senior subordinated notes due 2016.


BLOCKBUSTER INC: Incurs $41.9 Million Net Loss in 2008 2nd Quarter
------------------------------------------------------------------
Blockbuster Inc. disclosed Thursday its financial results for the
second quarter ended July 6, 2008.

Total revenues for the second quarter of 2008 increased 3.3%, or
$41.3 million, to $1.30 billion, as compared to the second quarter
of 2007.  Net loss for the second quarter of 2008 was
$41.9 million, as compared with a net loss of $31.4 million, for
the second quarter of 2007, which included an $81.3 million gain
on asset sale.

Net income improved $70.8 million year-over-year, excluding the
prior year gain on asset sale.  Adjusted net loss for the second
quarter of 2008 totaled $36.1 million, a significant improvement
as compared with adjusted net loss of $96.5 million for the second
quarter of 2007.

Adjusted EBITDA for the second quarter of 2008 improved
$58.2 million to $28.2 million, reflecting the positive impact of
the company's strategic initiatives, including the increased
availability of top new movies, improved store merchandising, more
effective pricing and a lower cost structure.

"Our second quarter results mark Blockbuster's fourth consecutive
quarter of improved same-store sales," said Jim Keyes, Blockbuster
chairman and chief executive officer.  "We are especially pleased
with the 14.2 percent increase in domestic same-store revenues,
which includes a 6.5 percent increase in rental revenues.  Also,
we are launching our movie downloading service, Movielink(R), on
blockbuster.com, giving customers the ability to rent, buy and
download thousands of movies online.  Our achievement of these
strategic milestones underscores that our efforts to transform
Blockbuster into a multi-channel provider of entertainment are
working and are contributing to our improved financial results.

                 Second Quarter Financial Results

Total revenues for the second quarter of 2008 increased 3.3%, or
$41.3 million, to $1.30 billion, as compared to the second quarter
of last year primarily reflecting a 54.4% growth in domestic
merchandise revenues driven by a significant increase in game
sales.

Domestic same-store revenues increased 14.2% as compared to the
second quarter of 2007, driven by a 6.5% growth in same-store
rental revenues and a 69.2% increase in same-store merchandise
sales demonstrating the underlying strength of company's emerging
retail business.  International same-store revenues remained
essentially flat as compared to the same period last year,
reflecting a 6.0% increase in same-store merchandise sales, offset
by a 4.3% decline in same-store rental revenues.  Worldwide same-
store revenues grew 9.0% from the same period last year.

Gross profit for the second quarter of 2008 increased
$20.4 million to $655.2 million as compared to the second quarter
of 2007 and gross margin remained essentially flat at 50.2%.
General and administrative expenses for the period declined
$17.3 million as a result of a smaller company-operated store base
and the company's ongoing cost reduction actions.  Advertising
expense for the second quarter of 2008 totaled $31.9 million as
compared to $54.8 million for the second quarter of 2007.

Cash flow used for operating activities increased $23.1 million to
$63.4 million for the second quarter of 2008 from cash used of
$40.3 million for the second quarter of 2007.  Free cash flow  
decreased $24.3 million to a negative $84.1 million for the second
quarter of 2008 from a negative $59.8 million for the second
quarter of 2007.  Both changes were primarily the result of
changes in working capital pursuant to the company's investment in
additional game hardware, software and accessories for all
domestic stores during the second quarter of 2008.

A full-text copy of the company's press release containing
additional financial and operational information, including the
calculation of adjusted results and the reconciliations of other
non-GAAP financial measures, is available for free at:

               http://researcharchives.com/t/s?308d

                      About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- is a leading global  
provider of in-home movie and game entertainment, with over 7,600
stores throughout the Americas, Europe, Asia and Australia.

At April 6, 2008, the company's consolidated balance sheet showed
$2.69 billion in total assets, $1.98 billion in total liabilities,
and $706.5 million in total stockholders' equity.

                          *     *     *

In December 2007, Fitch Ratings affirmed Blockbuster Inc.'s
long-term Issuer Default Rating at 'CCC' and the senior
subordinated notes at 'CC/RR6'.  The rating outlook is stable.


BLUE HERON: Fitch Junks Ratings on Five Classes of Notes
--------------------------------------------------------
Fitch Ratings has downgraded seven classes of notes issued by Blue
Heron Funding II Ltd.  These rating actions are the result of
Fitch's review process and are effective immediately:

  -- $632,677,697 class A notes downgraded to 'B' from 'AAA',
     removed from Rating Watch Negative;

  -- $17,205,585 class B notes downgraded to 'CCC' from 'AAA',
     removed from Rating Watch Negative;

  -- $34,409,633 class C notes downgraded to 'CC' from 'AAA',
     removed from Rating Watch Negative;

  -- $20,846,732 class D notes downgraded to 'C' from 'AA-',
     removed from Rating Watch Negative;

  -- $15,824,813 class E notes downgraded to 'C' from 'BBB-',
     removed from Rating Watch Negative;

  -- $20,000,000 class E Additional Interest (interest only)
     downgraded to 'C' from 'BB+';

  -- $3,986,875 Certificates (principal only) affirmed at 'AAA'.

Fitch's rating actions reflect the collateral deterioration within
the portfolio, specifically subprime RMBS, and SF CDOs with
underlying exposure to subprime RMBS.

Blue Heron II is a collateralized debt obligation that closed on
Dec. 22, 2005 and is managed by Westdeutsche Landesbank
Girozentrale, New York Branch.  Presently, 12.7% of the portfolio
is comprised of 2005 and 2006 vintage U.S. subprime residential
mortgage-backed securities and 12% consists of 2005, 2006, and
2007 vintage U.S. structured finance CDOs.  Additionally, 44.4% of
the portfolio is comprised of commercial mortgage-backed
securities, 9% consists of non-SF CDOs, and a small percentage of
the portfolio is comprised of prime RMBS and commercial asset-
backed securities.

Since the last rating action in December 2006, approximately 20%
of the portfolio has been downgraded with an additional 9.7% of
the portfolio currently on Rating Watch Negative.  Approximately
17% of the portfolio is now rated below investment grade, of which
12.8% is rated 'CCC+' and below.  The negative credit migration
experienced since the last review has resulted in the Weighted
Average Rating Factor deteriorating to 5.60 ('BBB/BBB-') from 0.43
('AAA/AA+') during the last review, breaching its covenant of 2.33
('A/A-'), as of the latest trustee report dated July 15, 2008.

The collateral deterioration has caused each of the
overcollateralization ratios to fall below 100% and fail their
respective test levels. As of the latest trustee report, the class
A/B/C OC ratio was 92.2% and the class D OC ratio was 89.5%,
versus triggers of 102.5% and 100.5%, respectively.  Class A, B,
and C are receiving interest payments and all other interest and
principal proceeds are then used to redeem class A principal due
to coverage test failures.  Fitch expect class C to continue to
receive timely interest payments with little prospect of any
principal recovery.  Class D, E and the certificates are currently
not receiving interest or principal payments.

The principal of the certificates is protected by a Certificate
Protection Asset, a zero coupon bond with a face value of
$6,000,000 and a maturity date of April 2030 issued by the
Resolution Funding Corporation, a U.S. government agency.  As per
the terms of the transaction, the senior note holders, the asset
manager, the hedge counterparties, or any other party other than
the certificate holders, have no claim against the Certificate
Protection Asset.

The ratings on the classes A, B and C notes address the timely
payment of interest and the ultimate repayment of principal by the
stated maturity date as per the transaction's governing documents.  
The rating on the class D notes addresses the ultimate repayment
of principal and the ultimate payment of interest by the stated
maturity date as per the transaction's governing documents.  The  
rating on the class E notes addresses the ultimate repayment of
principal and the ultimate payment of interest at a rate equal to
LIBOR by the stated maturity date as per the transaction's
governing documents.  

The rating on the class E additional interest addresses the
ultimate payment of class E interest at a rate equal to 2.4% per
annum on the outstanding rated balance of the class E notes by the
stated maturity date as per the transaction's governing documents.  
The rating on the certificates addresses the ultimate repayment of
principal only by the stated maturity date as per the
transaction's governing documents.

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date.


BLUE WATER: Amends Chapter 11 Plan; Will Liquidate Operations
-------------------------------------------------------------
Blue Water Automotive Systems, LLC, and its debtor affiliates
delivered to the United States Bankruptcy Court for the Eastern
District of Michigan an amended joint plan of liquidation on Aug.
6, 2008, to contemplate a wind-down of the Debtors' assets.

Earlier versions of the Debtors' Plan contemplated a sale of
substantially all of the Debtors' assets, first to NYX, Inc., for
$28,000,000, and then to Flex-N-Gate, LLC, for $39,500,000.  The
proposed asset sales did not push through after the Debtors
determined that proceeds from either sales will not be enough to
satisfy their more than $40,000,000 collateralized loans from CIT
Group/Equipment Financing, Inc., and CIT Capital USA, Inc.

The Amended Plan also incorporates a mutual release agreement
with one of the Debtors' major customers, Ford Motor Company, and
a creditors trust agreement.  Ford, according to the Debtors'
counsel, Judy O'Neill, at Foley & Lardner LLP, in Detroit,
Michigan, showed willingness to fund the Plan but the amount of
the funding has not yet been finalized and is contingent on
Section 503(b)(9) claimants reaching some settlements that have
been discussed with the Debtors, the Official Committee of
Unsecured Creditors.  She, however, disclosed during an omnibus
hearing before the Court that $900,000 to fund the creditors
trust to pursue litigation.

The Court will convene a hearing on Aug. 20, 2008, to consider
confirmation of the Debtors' Liquidation Plan.  Confirmation
objections are due August 11.

                     Treatment of Claims

The Amended Plan maintains the full payment of Allowed In-Formula
DIP Facility Claims and Cash Collateral Lien Claims.  The Debtors
borrowed $35,000,000 of DIP Loans from Citizens Bank.  The Cash
Collateral Lien Claims will be paid in full by (i) cash, (ii) a
setoff or recoupment against amounts owed by the holders of the
Cash Collateral Claims to the Debtors to the extent permitted by
the Debtors, and (iii) funding placed into an escrow required by
the DIP Final Order.  The Cash Collateral Lien Claims are the
liens granted in favor of the Debtors' major customers, General
Motors Corp., Chrysler LLC, and Ford.

The Amended Plan also provides for the the full payment of the
secured claims of CIT Capital against Blue Water Automotive
Systems Properties, L.L.C.; provided that CIT Capital does not
credit bid at a sale of any of the collateral, cash in an amount
equal to the value of the Collateral.  The Amended Plan defines
"Collateral" as the Debtors' real estate at 2000 Christian B.
Haas Dr, St. Clair, Michigan; 2015 Range Road, St. Clair,
Michigan; 315 S. Whiting St., St. Clair, Michigan; 1717 Beard
St., Port Huron, Michigan; 1075 S. Colling Rd., Caro, Michigan
48273; and 5140 S. Lakeshore Rd, Lexington, Michigan.

CIT Group/Equipment Financing, Inc., will be paid only with
respect to the Collateral securing its interest in the equipment
it leased to the Debtors.  That Collateral includes the Debtors'
real estate at 1513 and 1515 Busha Highway, in Maryville,
Michigan, as well as the CIT equipments machinery.

The Amended Plan contemplates that in the event the equity
interests in BWAS Mexico LLC, and Blue Water Plastics Mexico,
Ltd., are sold as of the Effective Date, holders of Mexico Equity
Interests will receive the proceeds of the Mexico Equity
Interests to the extent they exceed the Collateral Value of any
existing liens or claims on the Mexico Equity Interests.   In the
event the Mexico Equity Interests are not sold as of the
Effective Date of the Plans of the Mexican Entities, holders of
the Mexico Equity Interests will receive any value remaining
after the satisfaction of Allowed Secured Claims on the Mexico
Equity Interests.

All amounts owed by any non-Debtor Mexican subsidiary to the
Debtors will be paid in full.  All other Intercompany Claims will
be extinguished.

Setoff and Recoupment Claims, which are not allowed by Court
order before the date of the confirmation order will be deemed
disallowed, except with respect to any setoff and recoupment
claims filed by Ford.

                      Ford Mutual Release

On the Effective Date and Ford's entry into and full funding of a
plan support agreement, the Debtors will release Ford from all
claims, including claims against the Debtors, the Official
Committee of Unsecured Creditors, the DIP Final Order, or the
Plan.  The Debtors, however, do not release Ford from its (i)
accounts receivable arising in the ordinary course of business,
and (ii) obligations arising under the Plan.

Ford also agrees to discharge the Debtors from all claims,
including claims against the DIP Final Order, and the Plan.  
Ford, however, does not release the Debtors from their (i)
ordinary trade shipment obligations, and (ii) other obligations
arising under the Plan, the Confirmation Order and the plan
support agreement.

                    Creditors Trust Agreement

On the Effective Date, a creditors trust, which will, among other
things, collect and liquidate the Debtors' remaining assets, will
be created.  The Creditors Trust will also administer the
Debtors' employee benefits, if any, and effect the final
administration and termination of those benefits.

McTevia & Associates, Inc., will serve as the liquidation advisor
to the creditors' trust.  

A full-text copy of the Trust Agreement is available for free at
http://ResearchArchives.com/t/s?3098

                   Means of Implementing the Plan

The Amended Plan contemplates an orderly winding down of the
Debtors' assets, which will either be sold in lots or piecemeal,
or returned to holders of Allowed Secured Claims to the full
satisfaction of their Claims.  The Debtors reserve their right to
conduct sales of assets, including pursuant to Section 363 of the
Bankruptcy Code.   

The stock or assets of the Mexican Non-Debtor Operating
Subsidiary will be sold free and clear of liens, claims and
encumbrances.  The closing of that sale is expected to close on
or before the Effective Date of the Plans of the Mexican
Entities; provided that the Debtors may request an adjournment of
the confirmation of the Plans to accommodate the Sale Closing.

To the extent that the CIT Entities' alleged secured claims (i)
are allowed prior to the Effective Date, or (ii) the Court will
permit the return of the disputed collateral to the CIT Entities
on the Effective Date, the Debtors will return the CIT Entities'
Collateral.  However, the Debtors maintain their reservations
against the CIT Entities' entitlement to Allowed Secured Claims.

Proceeds from any sale of the Mexican Equity Interests will be
placed in an escrow account mutually agreed by CIT Equipment, the
Debtors, and the DIP Lender or Ford, subject to the alleged lien
of CIT Equipment, and the liens of the DIP Lender.  

The Creditors' Trust, on the Effective Date, will assume pursue
the actions with respect to the CIT Entities' valuation dispute
and adversary proceeding commenced by the Debtors.  The
Creditors' Trust will also oversee the sale of the Mexico Equity
Interests and any escrows in which any of the CIT Entities are
held.  

The Court, at the Debtors' request, may determine the Valuation
Dispute at the Confirmation Hearing.  Otherwise, the confirmation
hearing as to the Mexican Entities will be adjourned (i) after
the closing of the sale of the Mexico Equity Interests, and (ii)
at any time prior to October 1, 2008.  Either of the CIT
Entities, the Debtors and the DIP Lender may file an adversary
proceeding for the determination of the Valuation Dispute.  

                       Effective Date

The Effective Date with respect to the Plan for each of the
Debtors is contemplated to be the date earlier of (a) completion
of the resourcing by Ford, or (b) October 16, 2008, provided that
as of that date, the Confirmation Order has been entered.  The
Effective Date may be extended for another 31 days (x )upon the
Debtors and Ford's stipulation, and (y) if Ford amends the
Support Agreement calling forth its funding of additional plan
expenses under the Support Agreement, and any other additional
costs to be incurred by the Debtors as a result of the extension.

The Plan admonishes that if the Effective Date does not occur on
or before November 16, 2008, the Plan will be null and void in
all respects.

A blacklined copy of the Amended Liquidation Plan is available
for free at http://ResearchArchives.com/t/s?3099

USF Holland, Inc., contested the zero cure amount designated by
the Debtors' Amended Plan for the pricing agreement USF entered
into with the Debtors.  USF asserted that $105,531 is the proper
cure amount due to the Agreement.  USF demanded that before any
assumption and assignment of the Agreement will take place under
the Plan, the Debtors should pay USF $105,531 and provide
adequate assurance of future performance to USF.

                  About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry. The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies. They are supported
by full-service design, program management, manufacturing and
tooling capabilities. With more than 1,400 employees, Blue Water
operates eight manufacturing and product development facilities
and has annual revenues of approximately US$200 million. The
company's headquarters and technology center is located in
Marysville, Mich. The company has operations in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction. In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded components
and assemblies. KPS then set about reorganizing the company. The
company implemented a program to improve operating performance and
address its liquidity issues. During 2007, the company replaced
senior management, closed two facilities, and reduced overhead
spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196). Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serve as the Debtors' bankruptcy counsel.
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent. Blue Water's bankruptcy petition
lists assets and liabilities each in the range of $100 million to
$500 million.

The Debtors filed their Liquidation Plan on May 9, 2008.  The Plan
contemplates a sale of substantially all of the Debtors' assets
and equity interests, except for a piece of real property located
at Yankee Road, in St. Clair, Michigan.  The Plan has been
confirmed by the Court.

(Blue Water Automotive Bankruptcy News, Issue No. 25, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


BLUE WATER: To Close St. Clair, Michigan Facilities by August 29
----------------------------------------------------------------
Blue Water Automotive Systems, Inc., will permanently shut down
its St. Clair, Michigan plants on or before August 29, 2008, The
Times Herald reported, citing letters sent by the company to
employees.

The letter, sent to more than 1,200 employees, cited the falling
through of the sale of Blue Water to Flex-N-Gate, and the non-
confirmation of Blue Water's Chapter 11 plan of reorganization as
the reasons for the plant closures.  The letter, according to the
report, stated that "this outcome was unforeseeable, without
notice and outside of Blue Water's control.  This is the reason
Blue Water was unable to give 60 days advanced notice of your job
ending."

The letter did not indicate a definite date of employment
termination yet, the report said.

James D. Sampson, president and vice president and chief
executive officer of Blue Water, however, told The Times Herald
that the closing of the facilities was not a foregone conclusion
because Blue Water is still attempting to exit from Chapter 11.   

The Times Herald noted that Blue Water pays an annual tax bill
for $656,168 and is one of the largest taxpayers and employers in
St. Clair.  

Blue Water also notified 200 employees of its Howell, Michigan
plant of the possible shutdown of the company's operations,
whmi.com reports.  Blue Water is conducting talks with the
Economic Development Council of Livingston as to how the Council
can help Blue Water with its intent to continue operating its
business.  Blue Water also said it will close its Caro, Michigan
plant.

Blue Water previously planned to sell its assets to Flex-N-Gate
for a total value of $39,500,000.  The proposed sale, however,
failed after determining that proceeds from the sale cannot
satisfy Blue Water's more than $40,000,000 collateralized loan
debts from CIT Group/Equipment Financing, Inc., and CIT Capital
USA, Inc.

                  About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry. The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies. They are supported
by full-service design, program management, manufacturing and
tooling capabilities. With more than 1,400 employees, Blue Water
operates eight manufacturing and product development facilities
and has annual revenues of approximately US$200 million. The
company's headquarters and technology center is located in
Marysville, Mich. The company has operations in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction. In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded components
and assemblies. KPS then set about reorganizing the company. The
company implemented a program to improve operating performance and
address its liquidity issues. During 2007, the company replaced
senior management, closed two facilities, and reduced overhead
spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196). Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serve as the Debtors' bankruptcy counsel.
Administar Services Group LLC acts as the Debtors' claims,
notice, and balloting agent. Blue Water's bankruptcy petition
lists assets and liabilities each in the range of $100 million to
$500 million.

The Debtors filed their Liquidation Plan on May 9, 2008.  The Plan
contemplates a sale of substantially all of the Debtors' assets
and equity interests, except for a piece of real property located
at Yankee Road, in St. Clair, Michigan.  The Plan has been
confirmed by the Court.

(Blue Water Automotive Bankruptcy News, Issue No. 25, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


BUILDING MATERIALS: Waiver Allows $60MM Additional Borrowing
------------------------------------------------------------
Building Materials Holding Corporation obtained on Aug. 8, 2008, a
temporary waiver of certain conditions to borrowing under its
credit facility. The waiver allows the Company to borrow up to
$60 million, through September 30, while it works to finalize a
permanent amendment to the credit facility.

The Company is in the process of finalizing its financial
statements for the second quarter of 2008. During these quarter
closing activities, the Company is negotiating with its lenders an
amendment to its credit facility to reflect current market
conditions. The Company expects that it will reach agreement with
its lenders on the amendment in a timely manner and that its
business operations will not be affected.

BMHC -- http://www.bmhc.com-- is one of the largest providers of  
building materials and residential construction services in the
United States. We serve the homebuilding industry through two
recognized brands: as BMC West, we distribute building materials
and manufacture building components for professional builders and
contractors in the western and southern states; as SelectBuild, we
provide construction services to high-volume production
homebuilders in key markets across the country.


BWBW PROPERTIES: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: BWBW Properties LLC
        612 Bayshore Drive
        Wilmington, NC 28411

Bankruptcy Case No.: 08-05373

Chapter 11 Petition Date: August 8, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

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

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

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

Debtor's list of its largest unsecured creditor:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
New Hanover County Tax           Ad Valorem Taxes        Unknown
Managing Agent                   for 2008
P.O. Box 18000
Wilmington, NC 28406


C-BASS MORTGAGE: Moody's Downgrades Ratings on 10 Certificates
--------------------------------------------------------------
Moody's Investors Service has downgraded ten certificates from C-
BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB6.  
Two of the downgraded certificates will remain on review for
possible further downgrade, while four other certificates have
been placed on review for possible downgrade.

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 described below are a result of Moody's on-going
surveillance process.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB6

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

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

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     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 Caa2 from Aa3
  -- Cl. M-4, Downgraded to C from A1
  -- Cl. M-5, Downgraded to C from A3
  -- Cl. M-6, Downgraded to C from Baa1
  -- Cl. M-7, Downgraded to C from Ba1
  -- Cl. M-8, Downgraded to C from Ba2
  -- Cl. M-9, Downgraded to C from B2
  -- Cl. B-1, Downgraded to C from Caa2


CHARTER COMMS: June 30 Balance Sheet Upside-Down by $7.7 Billion
----------------------------------------------------------------
Charter Communications Holdings LLC's consolidated balance sheet
at June 30, 2008, showed $14.65 billion in total assets,
$22.15 billion in total liabilities, and $203.0 million in
minority interest, resulting in a $7.70 billion members' deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $340.0 million in total current
assets available to pay $1.36 billion in total current
liabilities.

The company reported a net loss of $199.0 million on revenues of
$1.62 billion for the second quarter ended June 30, 2008, compared
with a net loss of $281.0 million on revenues of $1.50 billion in
the same period last year.

For the three months ended June 30, 2008 and 2007, income from
operations was $230.0 million and $200 million, respectively.  The
company had operating margins of 14% and 13% for the three months
ended June 30, 2008 and 2007, respectively.  The increase in
income from operations and operating margins for the three months
ended June 30, 2008, compared to the three months ended June 30,
2007, was principally due to an increase in revenue over cash
expenses as a result of increased customers for high-speed
Internet, digital video, and telephone, as well as overall rate
increases.

The company's net losses are principally attributable to
insufficient revenue to cover the combination of operating
expenses and interest expenses the company incurs because of its  
high amounts of debt, and depreciation expenses resulting from the
capital investments it has made made and continues to make in its  
cable properties.

The company has significant amounts of debt.  The company's long-
term debt as of June 30, 2008, totaled $20.11 billion.  At
Dec. 31, 2007, long-term debt outstanding was $19.50 billion.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?309a

                   About Charter Communications

Based on St. Louis, Missouri, Charter Communications Holdings LLC
-- http://www.charter.com/-- is a holding company whose principal  
assets at June 30, 2008, are the equity interests in its
subsidiaries, which include CCH II, LLC and CCO Holdings, LLC.  
Charter Communications Holdings LLC, CCH II, and CCO Holdings are
indirect subsidiaries of Charter Communications Holding Company,
LLC, which is a subsidiary of Charter Communications Inc.

The companies, through their operating subsidiary, Charter
Communications Operating, LLC, operate broadband communications
businesses in the United States offering to residential and
commercial customers traditional cable video programming (basic
and digital video), high-speed Internet services, and telephone
services, as well as advanced broadband services such as high
definition television, Charter OnDemand(TM), and digital video
recorder service.  Cable video programming, high-speed Internet,
telephone, and advanced broadband services are sold primarily on a
subscription basis.  The companies also sell local advertising on
cable networks.


CHESAPEAKE CORP: S&P Cuts Rating to 'CCC+', on CreditWatch Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Richmond, Va.-based Chesapeake Corp. The corporate credit rating
was lowered to 'CCC+' from 'B'. The ratings remain on CreditWatch,
where they were placed on July 2, 2008, with negative
implications.

The downgrade reflects S&P heightened concern regarding
Chesapeake's viability as a going concern as disclosed in its
recent quarterly financial filing.

"Ongoing earnings pressures have led to the high likelihood of
further covenant violations, which if not waived or amended could
lead to a default under the credit agreement and a cross-default
with other outstanding debt," credit analyst Andy Sookram said.

As a result, the company will need to either seek continued
covenant relief or successfully execute on its previously
announced refinancing plan in the near term, which includes an
exchange of its existing notes for new debt and equity.    

In resolving the CreditWatch listing, S&P will closely monitor the
company's near-term liquidity position relative to potential
covenant violations and its refinancing plan.


CHEVY CHASE: Fitch Cuts IDR to B from BB+ on Poor Asset Quality
---------------------------------------------------------------
Fitch Ratings has downgraded Chevy Chase Bank, F.S.B.'s Long-Term
Issuer Default Rating to 'BB+' and Short-Term IDR to 'B'.  The
Rating Outlook remains Negative.  The downgrade reflects continued
asset quality deterioration and a low ratio of loan loss reserves
to nonperforming assets.

Fitch has taken these rating actions:

Chevy Chase Bank, F.S.B.
  -- Long-term IDR downgraded to 'BB+' from 'BBB-';
  -- Long-term deposits downgraded to 'BBB-' from 'BBB';
  -- Short-term IDR downgraded to 'B' from 'F3';
  -- Short term deposits affirmed at 'F3';
  -- Individual affirmed at 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'

Fitch's downgrade reflects the continued deterioration of asset
quality: nonperforming assets total 4.2% of loans and other real
estate owned at June 30, 2008, a significant increase from 1.68%
at Dec. 31, 2007.  In March 2008, Fitch affirmed the company's
ratings with a Negative Outlook that included the expectation of
continued deterioration; however, the pace in recent periods
exceeded the initial expectation.  Several events have occurred
since Fitch's last rating action: management discontinued the
origination of payment option ARMs, previously its primary lending
product; increased significantly the level of provisions to
bolster loan loss reserves; and the primary shareholder has
provided capital to the company which has assisted in maintaining
regulatory capital ratios.

While each of these events is viewed favorably, the continued
decline of asset quality will continue to place pressure on
operating performance.  Chevy's relatively conservative
underwriting has been offset by unprecedented declines of real
estate values, thereby affecting the loan-to-value characteristics
of the loan portfolio, particularly in loan types that allow
negative amortization.  

Given Fitch's expectation for continued widespread declines of
real estate values into 2009, Chevy's loan delinquency trends are
likely to worsen.  Loan loss experience had been a favorable
metric; however, annualized net charge-offs increased to 0.70% in
the company's fiscal third quarter from 0.36% in the fiscal second
quarter.  The low reserve coverage ratio of nonperforming loans at
June 30, 2008, will likely necessitate more provisions to cover
future losses which would hamper earnings.

The Negative Outlook reflects Fitch's continued concern and
uncertainty regarding the pace and degree of deterioration in
asset quality.


CHIQUITA BRANDS: Earns $62.1 Million in 2008 Second Quarter
-----------------------------------------------------------
Chiquita Brands International Inc. reported income from continuing
operations of $59.5 million for the second quarter ended June 30,
2008, compared to $5.4 million in the year-ago period.  Including
the results of discontinued operations, the company reported
income of $62.1 million, compared to $8.6 million in the year-ago
period.  

For continuing operations, the company reported net sales of
$994.6 million, up 6 percent year-over-year.

The 2008 quarter includes other income, net of tax, of
$6.0 million from the resolution of a claim related to a non-
income tax refund, and the 2007 quarter included a charge of
$3.0 million related to the settlement of U.S. antitrust
litigation.

"I am very pleased with our strong second quarter results, which
mark our best quarterly performance in three years," said Fernando
Aguirre, chairman and chief executive officer.  "Our ability to
deliver year-on-year improvements, despite unprecedented cost
increases, is a testament to the strength of our business, the
diversity of our product portfolio, and our strategy to drive
profitable growth.  

"We are particularly satisfied that our pricing discipline and
focus on profitability has improved the performance and momentum
of our banana segment for the fourth consecutive quarter.  We are
disappointed, however, with the current performance of our salad
operations, and we are focused on executing plans to improve our
salad margins over time."

Mr. Aguirre concluded, "While quarter-to-quarter volatility is
typical due to the seasonality of our industry, we continue to
expect to achieve significantly better operating results for the
full year.  We remain focused on aggressively improving
profitability, and prudently investing in the launch of innovative
products to become the global leader in healthy, fresh foods."

Quarterly sales rose primarily due to higher banana pricing and a
favorable euro exchange rate, offset by lower banana volumes
principally reflecting industry-wide constraints on volume
availability.

Quarterly operating income improved year-over-year due to higher
banana pricing in each of the company's markets, strengthening of
the euro and savings from the company's business restructuring.
Higher banana pricing in core European and Trading markets
continued to be attributable to constrained supply during the
quarter as well as the company's strategy to maintain and favor
its premium product quality and price differentiation rather than
market share.  

In the North American market, higher banana pricing was
attributable to increases in base contract prices, the company's
fuel-related surcharge and the continuation of a surcharge to
mitigate the higher costs due to constrained industry-wide volume
availability.  The positive banana results were partially offset
by weakness in value-added salads and increased investment in
innovation.  

Operating cash flow was $121.0 million for the second quarter of
2008 compared to $77.0 million for the second quarter of 2007.  
The increase resulted primarily from improvements in operating
income.

The company's total debt at June 30, 2008, was $874.0 million, up
$29.0 million from a year ago, principally due to the company's
issuance of $200.0 million of convertible notes in February 2008.
At June 30, 2008, the company's debt-to-capital ratio was 45
percent, as compared to the company's long-term target debt-to-
capital ratio of 40 percent.

                   Update on Sale of Atlanta AG

On May 13, 2008, the company entered a definitive agreement to
sell its wholly-owned German distribution business, Atlanta AG, to
UNIVEG Fruit and Vegetables BV for approximately $85.0 million in
proceeds, plus working capital and net debt adjustments.  The sale
proceeds will be used primarily for debt reduction.  The
transaction will enable the company to increase its focus on
providing branded, healthy, fresh foods to consumers worldwide,
while ensuring continued reliable, high-quality ripening and
distribution services of Chiquita bananas in the German, Austrian
and Danish markets.  The Atlanta AG sale is expected to be
completed during the third quarter, after the completion of a
normal review by EU competition authorities.

As the company previously disclosed, it determined that Atlanta
AG's commodity distribution business was no longer a strong fit
with Chiquita's long-term strategy to drive profitable growth.
Although Atlanta AG represented $1.2 billion in revenues from non-
Chiquita products in 2007, its results have not been significant
to Chiquita's annual operating income in recent periods.  Chiquita
anticipates that the sale and related entry into a long-term
banana ripening and distribution services agreement with UNIVEG
will result in a gain as well as a one-time tax benefit.  

                      About Chiquita Brands

Headquartered in Cincinnati, Ohio, Chiquita Brands International
Inc. (NYSE: CQB) -- http://www.chiquita.com/-- is a marketer and    
distributor of high-quality fresh and value-added food products.
The company markets its products under the Chiquita(R) and Fresh
Express(R) premium brands and other related trademarks.  Chiquita
employs approximately 23,000 people operating in more than 70
countries worldwide.

At March 31, 2008, the company's consolidated balance sheet showed
$2.80 billion in total assets, $1.87 billion in total liabilities,
and $933.0 million in total shareholders' equity.

                          *     *    *

As reported in the Troubled Company Reporter on March 4, 2008,
Moody's Investors Service affirmed Chiquita Brands International
Inc.'s $250 million 7.5% senior unsecured notes due 2014 at Caa2
(LGD5), LGD % to 82% from 89%; and $225 million 8.875% senior
unsecured notes due 2015 at Caa2 (LGD5), LGD % to 82% from 89%.


CINCINNATI BELL: Fitch Holds 'B+' IDR and Retains Stable Outlook
----------------------------------------------------------------
Fitch Ratings has affirmed Cincinnati Bell Inc.'s Issuer Default
Rating at 'B+', and the Rating Outlook remains Stable.  In
addition, Fitch has affirmed the company's other ratings and its
subsidiary ratings as listed at the end of this release.

The affirmation of CBB's 'B+' IDR reflects expectations for stable
performance and the lower level of business risk associated with
the company's business model which integrates the wireline and
wireless businesses.  Competition is prevalent in each of its
major business segments but through ongoing efforts to diversify
its revenues and investment in growth areas CBB has demonstrated
consistent revenue and EBITDA growth over the past couple of
years.  Fitch notes increased spending on demand-driven data
center capacity and a third-generation wireless network upgrade
contributed to lower free cash flows in 2007.

Free cash flow has improved in 2008, primarily due to higher funds
from operations, even while investments continue to be made in
data center capacity and the wireless network.  Constraining
factors in the company's ratings include its two-year, $150
million stock repurchase program which expires in early 2010, and
the company's moderately higher leverage relative to its peer
group.

CBB's operating strategy focuses on defending and growing its
wireline, wireless and technology solutions segments.  Revenue in
the first half of 2008 increased 8.6% over the prior year to
$700 million, with growth in the wireless and technology solution
segments offsetting modest declines in the wireline segment.  In
the first half of 2008, the wireless segment and technology
solutions segment grew revenues 10.4% and 44.5%, respectively, and
comprised 22% each of consolidated revenues.  The wireline
segment, which constituted 56% of consolidated revenues, declined
0.7%.  Competitive pressure in the wireline business caused a 6.7%
decline in total access lines year-over-year.

Within the wireline segment, business revenue and data service
revenue in the consumer segment continue to grow and mitigate the
consumer revenue voice declines.  To protect the consumer segment
and the 14% of revenue derived from consumer wireline voice
services, CBB has been aggressively bundling wireless and high-
speed data services with its wireline voice services into a
package the company refers to as a 'super bundle.'  As of the end
of second-quarter 2008, approximately 41% of the consumer
households in its incumbent local exchange carrier operating
territory subscribed to a super bundle, up from 38% at year-end
2007.

CBB has been investing in the data center business, which is part
of the technology solutions segment, in order to maintain a strong
competitive position in the enterprise market.  In 2007, CBB
accelerated spending on data center capacity to meet anticipated
customer demand with the goal of adding a significant amount of
capacity by the end of the first quarter of 2008.  By March 31,
2008, the company had 182,000 square feet of capacity, which was
85% utilized.  Capacity doubled over the 91,000 square feet in
place at the end of 2006 (91% utilized).  At June 30, 2008, the
company had a total of 202,000 square feet of capacity, which was
87% utilized.  Capacity additions are expected to moderate during
the remainder of 2008 although CBB will continue to invest during
the year in anticipation of commissioning an additional 50,000
square feet of capacity in the first quarter of 2009.

CBB's 'BB-' senior unsecured rating reflects the subordination to
the company's senior secured debt and the Cincinnati Bell
Telephone Co. notes.  At the end of the second quarter of 2008,
the capital structure reflected approximately $575 million in CBT
notes, secured CBB notes and credit facility debt that was senior
to CBB's senior unsecured debt.  The notching of the senior
secured debt above the senior unsecured debt is indicative of the
anticipated recovery by the senior secured debt holders and their
first-priority claim on the economic interests of CBT and
Cincinnati Bell Wireless.

CBB reported total debt outstanding of $1.998 billion at the end
of the second quarter of 2008, a decrease of $12.1 million from
year-end 2007.  In 2007, the company recorded a $63.5 million
reduction in debt relative to the end of 2006.  As of the end of
second-quarter 2008, $136.9 million of its $250 million secured
revolving credit facility was available.  CBB has no major
maturities until the revolver matures in 2010, and the significant
quarterly installments on the term loan do not start until 2011.  
CBB also has an $80 million accounts receivable securitization
program, of which $75 million was outstanding as of June 30, 2008.  
The receivables facility, which has a lower overall cost of
financing than the company's revolver or term-loan facility,
expires in March 2012.  Investors should note that the company's
7-1/4% notes due in 2013 are callable as of July 2008.  The notes
contain the most restrictive covenants of the debt in CBB's
capital structure with regard to restricted payments.

At June 30, 2008, CBB had $21.4 million in cash. CBB's guidance
calls for the company to generate approximately $150 million in
free cash flow in 2008.  In 2007, CBB generated $65 million in
free cash flow using Fitch's methodology.  Capital spending is
expected to be approximately 16% of the company's revenue guidance
of approximately $1.4 billion.

Fitch affirmed these ratings:

Cincinnati Bell, Inc.
  -- IDR 'B+';
  -- Senior secured credit facility 'BB+/RR1';
  -- $50 million senior secured notes 'BB+/RR1';
  -- $721 million senior notes 'BB-/RR3';
  -- $595 million senior subordinated notes 'B/RR5';
  -- $129 million convertible preferred stock 'B-/RR6'.

Cincinnati Bell Telephone (CBT);
  -- IDR 'B+';
  -- $230 million senior unsecured notes 'BB+/RR1'.


CIRCUIT CITY: Halts Completion of Distribution Facility
-------------------------------------------------------
Mary Ellen Lloyd at The Wall Street Journal says Circuit City
Stores Inc. has put on hold the completion of a $45,000,000 1.3
million-square-foot  distribution facility near Scranton,
Pennsylvania.  According to Ms. Lloyd, a Circuit City spokesperson
said management "decided to step back and take a look at it."

Circuit City has seven automated distribution centers in the U.S.,
as well as one import, consolidation and distribution center, Ms.
Lloyd notes.

The Journal relates that the facility in Covington Township was
slated to employ more than 300 workers and begin operations later
this year, replacing facilities in Brandywine, Maryland, and
Bethlehem, Pennsylvania.  The report says those distribution
outlets will continue to operate.

According to the Journal, the spokesman couldn't say how long the
delay might be or whether other projects have been put on hold.

As reported by the Troubled Company Reporter on July 3, 2008,
Blockbuster Inc. decided to withdraw its proposal to acquire
Circuit City after taking a closer look at the company's finances.  
As reported in the Troubled Company Reporter on April 15, 2008,
Blockbuster publicly stated its offer to acquire Circuit City for
at least $6 per share in cash, or roughly $1.3 billion, subject to
due diligence.

TCR said that the offer was initially made in a letter sent to
Circuit City chairman and chief executive officer Philip
Schoonover on Feb. 17, 2008, on behalf of the Blockbuster board of
directors.

"Based on market conditions and the completion of our initial due
diligence process, we have determined that it is not in the best
interest of Blockbuster's shareholders to proceed with an
acquisition of Circuit City," Jim Keyes, Blockbuster chairman and
CEO, said.  

"We continue to believe in the strategic merits of a consumer
retail proposition that would bring media content and electronic
devices together under one brand," Mr. Keyes added.  "We will
pursue this strategy through our Blockbuster stores as a way to
diversify the business and better serve the entertainment retail
segment."

In response, according to the Journal, Circuit City insisted it
was making progress and that its results would start improving
later this year.  In a press statement, Circuit City reiterated
that its exploration of strategic alternatives to enhance
shareholder value is an active and ongoing process.

"Our exploration of strategic alternatives is intended to serve
the interests of our shareholders by considering every possible
alternative to enhance shareholder value, Mr. Schoonover
commented.  

In May, Circuit City's board authorized a strategic review.

"The board's review was not dependent on Blockbuster's
participation," Mr. Schoonover related.  "We are diligently
working with the parties involved in the process, and intend to
continue our thorough approach until the point as the board
determines upon a particular strategic course of action.  The
board has not established a deadline for completing the review."

Circuit City does not intend to disclose further developments
unless and until the board has approved a course of action.

              About Circuit City Stores Inc.

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty      
retailer of consumer electronics, home office products,
entertainment software and related services.  The company has two
segments: domestic and international.

                          *     *     *  

As reported by the Troubled Company Reporter on July 3, 2008,
Pallavi Gogoi at BusinessWeek suggested that a chapter 11
bankruptcy filing may be in the offing for Circuit City after
Blockbuster withdrew its offer.  "Circuit City is in very serious
trouble, and any scenario is possible today," Mr. Gogoi quoted
Nick McCoy, senior consultant at TNS Retail Forward, a research
firm, as saying.

Mr. Gogoi also noted that Circuit City spokesman Bill Cimino has
said the company has adequate liquidity to survive several
quarters, if not years.  Mr. Cimino, according to Mr. Gogoi, said
a Chapter 11 filing is not part of the strategic alternatives that
the company is looking at.

Mr. Gogoi pointed out that Circuit City shares currently trade at
over $2 after Blockbuster made its decision and that the company's
market capitalization is $368,000,000.  Mr. Gogoi says the amount
is pocket change for a large private equity firm.


COUNTRYWIDE FINANCIAL: DOJ Says Deal With Critic May Affect Probe
-----------------------------------------------------------------
The Wall Street Journal's Peg Brickley reports that the U.S.
Justice Department believes Countrywide Financial Corp.'s
settlement agreement with Ronda Winnecour, a court official who
monitors consumer bankruptcies, "may impede, impair or otherwise
chill witness testimony in the U.S. Trustee's ongoing
investigation of Countrywide."

The Journal notes that a nondisparagement clause in the
settlement:

   -- binds Ms. Winnecour to a promise not to "in any manner,
      whether directly or indirectly, disparage" Countrywide;

   -- requires Ms. Winnecour to ensure that her employees do not
      criticize Countrywide.

Ms. Winnecour is the Chapter 13 trustee in the bankruptcy court in
Pittsburgh.  The Journal relates that Ms. Winnecour took on
Countrywide in nearly 300 Pittsburgh consumer-bankruptcy cases,
accusing the company of mishandling payments her office sent to
satisfy mortgage debt.  No complaint was filed but Ms. Winnecour
began with motions for sanctions against Countrywide in a series
of individual cases, which were then consolidated into a single
"miscellaneous proceeding," according to the Journal.

The Journal says Ms. Winnecour takes in payments from consumers
trying to save their homes in bankruptcy and forwards the money to
mortgage companies.  Ms. Winnecour has alleged that:

   1. Countrywide lost, destroyed or misplaced $515,000 in
      checks; and

   2. after losing or destroying checks, Countrywide may have
      added improper charges to the mortgage debt owed by
      consumers in hundreds of cases.

The Journal relates that in answer to widespread criticism of its
practices, Countrywide admitted to some errors but said its
systems are essentially sound.

Bank of America Corp., the new parent company of Countrywide, said
nondisparagement clauses are standard in settlement agreements.

Pursuant to the settlement, Ms. Winnecour agreed to settle with
the mortgage company for $325,000, the Journal says.

In a letter to the Court, the Justice Department said the deal
poses a threat to its continued attempt to rein in Countrywide's
allegedly abusive tactics with consumers and with the courts.

According to the Journal, Ms. Winnecour said she, personally,
would see none of the settlement money, and that it will cover
expenses her office incurred dealing with the Countrywide
litigation.

Separately, The Associated Press reports that Bank of America
disclosed in a filing with the Securities and Exchange Commission
that the agency has escalated its scrutiny of Countrywide into a
formal investigation.  BofA, the report says, did not specify the
focus of the SEC's probe.  AP, however, notes that regulators
launched an informal inquiry into Countrywide Chairman and CEO
Angelo Mozilo's stock trades last fall.

Representatives for Bank of America and Countrywide declined to
comment beyond the filing Friday, AP relates.  BofA indicated in
the filing that Countrywide has responded to subpoenas from the
SEC, AP says.

AP notes that Countrywide is also the subject of an investigation
by the Federal Bureau of Investigation as part of the agency's
probe into the financial-services industry in the wake of the
mortgage meltdown.

                      About Bank of America

Based in Charlotte, North Carolina, Bank of America Corp.
(NYSE:BAC) -- http://www.bankofamerica.com-- is a bank holding       
company.  Bank of America provides banking and non-banking
financial services and products through three business segments:
global consumer and small business banking, global corporate and
investment banking, and global wealth and investment management.   
In December 2006, the company sold its retail and commercial
business in Hong Kong and Macau to China Construction Bank.  In
October 2006, BentleyForbes, a commercial real estate investment
and operations company, acquired Bank of America plaza in Atlanta
from CSC Associates, a partnership of Cousins Properties
Incorporated and the company.  In June 2007, the company acquired
the reverse mortgage business of Seattle Mortgage Company, an
indirect subsidiary of Seattle Financial Group Inc.  In October
2007, ABN AMRO Holding N.V. completed the sale of its United
States subsidiary, LaSalle Bank Corporation, to Bank of America.

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a
diversified financial services provider and a member of the S&P
500, Forbes 2000 and Fortune 500.  Through its family of
companies, Countrywide originates, purchases, securitizes, sells,
and services residential and commercial loans; provides loan
closing services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

As reported by the Troubled Company Reporter, Bank of America
closed its purchase of Countrywide for $2.5 billion on July 1,
2008.  The mortgage lender was originally priced at $4 billion,
but the purchase price eventually was whittled down to $2.5
billion based on BofA's stock prices that fell over 40 percent
since the time it agreed to buy the ailing lender.

As part of the purchase, BofA will also slash around 7,500 jobs.  
As reported in the Troubled Company Reporter on June 27, 2008, the
reductions will take place throughout the country within the next
two years, and will begin notifying affected associates in the
third quarter.  Most of the reductions will occur in instances
where the two companies have significant overlap in staff support.  
BofA will continue to monitor market conditions and make
adjustments as appropriate.

According to Reuters, BofA will modify around $40 billion of its
inherited troubled loans over the next two years to save
distressed homeowners.  The acquisition will also result in cost
savings.  Reuters notes that BofA stopped originating sub-prime
mortgages in 2001 and said it will not do so again.


CROWN CITY: Moody's Chips 'B2' Ratings on $12MM Notes to 'Caa1'
---------------------------------------------------------------
Moody's Investors Service has downgraded its ratings of these
notes issued by Crown City CDO 2005-1 Limited:

Class Description: Japanese Yen 3,000,000,000 Class A Floating
Rate Notes Due 2010

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: A2

Class Description: $1,000 Class B Floating Rate Notes Due 2010

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Baa2

Class Description: $1,000 Class C Floating Rate Notes Due 2010

  -- Prior Rating: Baa2
  -- Current Rating: Baa3

Class Description: $3,000,000 Class D Floating Rate Notes Due 2010

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B1

Class Description: $10,000,000 Class E-1 Floating Rate Notes Due
2010

  -- Prior Rating: B2
  -- Current Rating: Caa1

Class Description: $2,000,000 Class E-2 Fixed Rate Notes Due 2010

  -- Prior Rating: B2
  -- Current Rating: Caa1

Moody's explained that the rating actions reflect the
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
bonds, as well as the negative action taken by Moody's on the
Insurance Financial Strength rating of Ambac Assurance
Corporation, which acts as GIC provider in the transaction.  On
June 19, 2008 Moody's downgraded its rating of Ambac Assurance
Corporation to Aa3.

Crown City CDO 2005-1 Limited is a managed synthetic transaction
referencing a pool of corporate bonds.  It was originated in June,
2005.


CROWN CITY: Moody's Downgrades Ratings on Poor Credit Quality
-------------------------------------------------------------
Moody's Investors Service has placed its ratings of these notes on
review for possible downgrade issued by Crown City CDO 2005-2
Limited:

Class Description: $36,000,000 Class A-1 Floating Rate Notes Due
2012

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: A2

Class Description: $51,800,000 Class B-1 Floating Rate Notes Due
2012

  -- Prior Rating: Baa1
  -- Current Rating: Baa3

Class Description: $20,000,000 Class B-2 Fixed Rate Notes Due 2012

  -- Prior Rating: Baa1
  -- Current Rating: Baa3

Class Description: $20,000,000 Class C Floating Rate Notes Due
2012

  -- Prior Rating: Baa2
  -- Current Rating: Baa3

Class Description: $15,001,000 Class D Floating Rate Notes Due
2012

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B2

Class Description: EURO 5,000,000 Class D-2 Floating Rate Notes
Due 2012

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B2

Class Description: $1,000 Class E Floating Rate Notes Due 2012

  -- Prior Rating: B1
  -- Current Rating: B3

Moody's explained that the rating actions reflect the
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
bonds, as well as the negative action taken by Moody's on the
Insurance Financial Strength rating of Ambac Assurance
Corporation, which acts as GIC provider in the transaction.  On
June 19, 2008 Moody's downgraded its rating of Ambac Assurance
Corporation to Aa3.

Crown City CDO 2005-2 Limited is a managed synthetic transaction
referencing a pool of corporate bonds.  It was originated in June,
2005.


CRYSTAL COVE: Fitch Slashes 'AA' Rating on $331.9MM Notes to 'B'
----------------------------------------------------------------
Fitch downgraded and removed from Rating Watch Negative five
classes of notes issued by Crystal Cove CDO, Ltd.  These rating
actions are effective immediately:

  -- $331,938,747 class A1 notes to 'B' from 'AA';
  -- $70,000,000 class A2 notes to 'CCC' from 'BBB-';
  -- $39,700,000 class B notes to 'CC' from 'BB-';
  -- $16,945,083 class C1 notes to 'C' from 'B-';
  -- $1,305,169 class C2 notes to 'C' from 'B-'.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically in subprime
residential mortgage-backed securities and structured finance
collateralized debt obligations with underlying exposure to
subprime RMBS.

Crystal Cove is a cash flow SF CDO that closed on Aug. 25, 2004
and is managed by Pacific Investment Management Company LLC.   
Presently 46.1% of the portfolio is comprised of 2005, 2006 and
2007 vintage U.S. subprime RMBS, 4.2% consists of 2005, 2006 and
2007 vintage U.S. SF CDOs, and 4.7% is Alternative-A RMBS.

Since Nov. 21, 2007, approximately 51.5% of the portfolio has been
downgraded with 15% of the portfolio currently on Rating Watch
Negative.  45.6% of the portfolio is now rated below investment
grade, of which 31.1% of the portfolio is rated 'CCC+' and below.
Overall, 41.7% of the assets in the portfolio now carry a rating
below the rating assumed in Fitch's November 2007 review.

The collateral deterioration has caused each of the
overcollateralization ratios to fall below 100% and fail their
respective triggers.  As of the trustee report dated June 30,
2008, the class A/B OC ratio was 83.2%, relative to its trigger of
103.8%.  The class C1 and C2 notes have been paying in kind,
whereby the principal balance of the notes are written up by the
amount of missed interest, since March 2008.  Based on the
projected performance of the portfolio, Fitch does not expect the
C1 and C2 notes to receive any interest or principal proceeds
going forward.

The ratings of the class A1, A2 and B notes address the timely
receipt of scheduled interest payments and the ultimate receipt of
principal as per the transaction's governing documents.  The
ratings of the class C1 and C2 notes address the ultimate receipt
of interest payments and ultimate receipt of principal as per the
transaction's governing documents.


CYGNUS BUSINESS: Moody's Reviews Ratings for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service has placed Cygnus Business Media, Inc.'s
Corporate Family and Probability of Default ratings (both
currently B3) and its secured bank loan ratings under review for
possible downgrade.  The action is prompted by Moody's heightened
concern that the company will be unable to generate free cash flow
or obtain funding sufficient to repay its near term debt
maturities.

Details of the rating action are:

Ratings placed under review for possible downgrade:

   * Corporate Family rating -- currently B3
   * Probability of Default rating -- currently B3
   * First Lien senior secured revolving credit facility, due 2009
     -- currently B2

   * First Lien senior secured delayed draw facility, due 2009 --
     currently B2

   * Add-on first lien senior secured term loan B due 2009 --
     currently B2

   * Senior secured term loan B due 2009 -- currently B2
   * Second lien senior secured facility due 2010 -- currently
     Caa2

The review will focus on (1) Cygnus's ability to maintain
compliance with its financial covenants (which Moody's considers
may have been breached for the period ended June 30 2008, absent
an amendment), (2) the willingness of Cygnus's lenders to grant
covenant relief if required, (3) the company's ability to fund its
near term senior secured debt maturities ($9 million due in
January 2009 and $158 million due in July 2009) from the proceeds
of a sale of the company's assets or the issuance of new equity or
debt securities (4) the likelihood that Cygnus's current lenders
will consent to extend the maturities of its current debt and (5)
the possibility that Cygnus will consider a complete restructuring
of its capital structure.

Moody's is concerned that Cygnus could report a failure to comply
with the financial tests of its senior secured credit agreement in
its second quarter 2008 covenant compliance statement, which is
due by the end of August 2008.  Accordingly, Moody's expects to
conclude the rating review within a short time frame.

Headquartered in Fort Atkinson, Wisconsin, Cygnus Business Media
is a diversified business-to-business media company.  The company
recorded sales of approximately $116 million for the LTM period
ended March 31, 2008.


DECRANE AEROSPACE: S&P Affirms 'B-' Rating; Outlook Developing
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
aerospace supplier DeCrane Aerospace Inc. to developing from
positive. At the same time, S&P affirmed its ratings on the
company, including the 'B-' long-term corporate credit rating.
About $350 million of debt is outstanding.

"The outlook revision reflects uncertainty regarding the company's
near-term covenant compliance following material fourth-quarter
2007 one-time noncash charges, which will carry through the third
quarter of 2008 for the purpose of covenant calculations," said
Standard & Poor's credit analyst Roman Szuper.  The charges relate
to problems in DeCrane's PATS Aircraft Completions (PATS) business
and costs associated with exiting a meaningful part of the PATS
activity. The parent company contributed $17.5 million of cash
equity  to cure the covenant defaults in the fourth quarter of
2007 and first quarter of 2008. The outlook revision also
incorporates generally favorable conditions in the business jet
market.

The corporate credit rating on DeCrane reflects high debt
leverage, weak credit protection measures, participation in the
cyclical and competitive corporate aircraft supplier industry, and
modest scale of operations (2007 sales about $325 million). The
rating benefits somewhat from the company's leading position in
niche markets for corporate aircraft interiors, especially
cabinetry, and good profit margins from core operations.

Following the $375 million bank refinancing in early 2007, debt
leverage remains aggressive, with debt to EBITDA about 5x and
EBITDA interest coverage approximately 2x. Although the company's
overall financial profile is likely to remain highly leveraged in
the intermediate term, Standard & Poor's Ratings Services expects
to see modest gains in DeCrane's credit measures as it applies
free cash flow to debt repayment.

Columbus, Ohio-based DeCrane is the largest independent provider
of a full line of interior cabin products for corporate jets. The
company also installs auxiliary fuel tanks on Boeing business
jets. After bottoming out in 2003, sales and deliveries of
business jets have recovered significantly, resulting in the
company's revenues increasing about 20% from the 2005 level. The
business jet market should remain fairly strong in the near term,
as solid international demand mitigates likely softening of the
U.S. market stemming from a weaker economy and lower corporate
profits. Benefits from restructuring actions and higher-margin new
business have enabled DeCrane to restore operating margins (before
depreciation and amortization) to about 20% from core activities.
In 2006, DeCrane returned to profitability, but significant
interest payments result in low absolute levels of net earnings.
The company no longer releases its financial information publicly.

The outlook is developing. S&P could lower the ratings if
operational shortfalls result in covenant breaches, which are not
cured by additional equity infusions or credit facility
amendments. However, S&P could raise the ratings if DeCrane meets
its covenant challenges, improves its financial performance, and
conditions in the business jet market remain overall favorable.


ELWYN NICE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Elwyn W. Nice
        20608 Carroll Rd.
        Morrison, IL 61270

Bankruptcy Case No.: 08-72531

Chapter 11 Petition Date: August 7, 2008

Court: Northern District of Illinois (Rockford)

Debtor's Counsel: Kim M. Casey, Esq.
                     Email: kcasey@holmstromlaw.com
                  Holmstrom & Kennedy
                  800 N. Church St.
                  Rockford, IL 61103
                  Tel: (815) 962-7071
                  Fax: (815) 962-7181
                  http://www.holmstromlaw.com/

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

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

A copy of Elwyn W. Nice's petition is available for free at:

      http://bankrupt.com/misc/ilnb08-72531.pdf


ENTERPRISE GP: S&P Affirms 'BB-' Rating After Annual Review
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings Enterprise
GP Holdings LP (EPE), including its 'BB-' corporate credit rating,
following S&P's annual review of the company. The outlook is
stable. As of March 31, 2008, EPE on a stand-alone basis had $1.09
billion of outstanding debt while EPE and its consolidated
companies had about $11.05 billion of outstanding debt.

The ratings on EPE reflect its weak business risk profile and an
aggressive financial risk profile. Debt is serviced solely from
equity distributions from limited and general partnership
interests in Enterprise Products Partners L.P. (EPD; BBB-
/Stable/--), TEPPCO Partners L.P. (TPP; BBB-/Stable/--), Energy
Transfer Partners LP (ETP; BBB-/Stable/--), and Energy Transfer
Equity L.P. (ETE; not rated). These are leveraged with aggressive
financial policies. In addition, the general partnership
distributions that EPE receives from the underlying MLPs are
primarily via incentive distribution rights, which make these cash
flows more volatile than limited partnership interests. EPE's debt
is secured solely by equity interests in the MLPs and their
intermediate parent holding companies, the value of which is
likely to decline if the underlying business position of the
operating MLPs deteriorates. These risks are somewhat offset by
the diversity of cash flows from three underlying MLPs, all of
which are investment grade entities with largely fee-based
revenues and satisfactory business risk profiles.

The outlook reflects S&P's near-term expectations for continuing
stability in the distribution growth of the company's master
limited partnerships (MLPs): Enterprise Products Partners L.P.
(EPD), TEPPCO Partners L.P., and Energy Transfer Partners LP
(ETP). The outlook could be revised to negative or ratings could
be lowered if the financial health, distribution growth, or
distribution coverage of the underlying MLPs deteriorates. As EPD
represents almost two-thirds of distributions to EPE, any notable
change in its risk profile, whether due to greater commodity risk
exposure or heightened business risk, could also lead to a change
in the outlook or rating. The outlook could be revised to positive
or ratings could be raised if the MLPs' risk profiles do not
materially increase, no additional leverage is added at EPE, EPE's
financial metrics improve beyond expectations for the rating, and
debt reduction occurs as planned at parent company EPCO.


FISHERCAST GLOBAL: Sold to DynaCast After CCAA Protection Filing
----------------------------------------------------------------
Dynacast Ltd. announced on August 1, 2008 an asset purchase of
FisherCast Global Corporation, a manufacturer of high-precision
zinc and magnesium components and injected metal component
assemblies.

"The partnership comes at a perfect time for both companies,"
explained Dynacast CEO, Simon Newman. "Dynacast will continue to
broaden its global North American capacity to serve the zinc and
magnesium die casting market and to offer additional joining and
assembly services through Injected Metal AssemblyTM (IMA)
technologies."

The acquisition is also significant for FisherCast, who recently
sought legal protection under the Companies' Creditors Arrangement
Act, due to strained financial resources.

"We were looking for a strong financial partner to secure the
future of FisherCast and we've found it," said Bob Espey, Former
President and new Transition Consultant at FisherCast. "Dynacast
has the financial stability and operational experience to secure
our success well into the future."

Throughout the transition, the top priority for both companies
will be to continue to operate FisherCast's Peterborough facility
without disruption of supply or service to its customers.

FisherCast customers will benefit from expanded supply
opportunities and advanced support services through Dynacast's 18
international facilities, as well as the addition of aluminum as a
metal choice and additional zinc technologies for die casting
business solutions.

Dynacast sees the acquisition of the FisherCast organization as a
natural extension of its core business. The acquisition also
diversifies Dynacast's international customer base and supports
its strategic plans for growth and expansion.

Under Dynacast ownership, FisherCast will operate as a separate
business unit and will continue to offer its full range of
products and services. "By combining the expertise and resources
of both companies, we will create expanded choices in materials,
equipment and technologies for all customers," said Newman.

FisherCast produces net shape, flash-free zinc and magnesium die
cast components for OEM's in the global automotive vehicle,
industrial control, appliance, electronic component, power tool,
hardware and telecom market sectors. The FisherTech division
develops joining and assembly solutions using its proprietary
Injected Metal AssemblyTM (IMA) technology, which is also used for
the termination of wire and cable.

Dynacast is a global manufacturer of precision engineered, die
cast metal components with facilities in North America, Europe and
the Asia Pacific region. The company's products are manufactured
using proprietary multi-slide, die casting technology and are
supplied to a wide range of markets, including automotive,
healthcare, telecommunications and consumer electronics. Dynacast,
owned by Melrose PLC of London, is focused on achieving growth
organically and where possible through selected acquisitions.

FisherCast entered bankruptcy protection under the CCAA on June 4.  
Under provisions of the CCAA, any sales deal for FisherCast had to
be approved by the Ontario Superior Court of Justice, according to
Peterborough Examiner. The asset purchase agreement has received
court approval, the report said.

FisherCast Global -- http://www.fishercast.com/-- manufactures  
flash-free, high-precision; small die cast components and small
component assemblies for hundreds of applications.

Encompassing an international market of OEMs, these applications
include automotive vehicles, industrial controls, appliances,
electronic components, power tools, hardware, computers and much
more.


GRAHAM PACKAGING: June 30 Balance Sheet Upside-Down by $726.8MM
---------------------------------------------------------------
Graham Packaging Holdings Company's consolidated balance sheet at
June 30, 2008, showed $2.31 billion in total assets and
$3.04 billion in total liabilities, resulting in roughly
$726.8 million partner' deficit.

The company reported net income of $28.3 million for the three
months ended June 30, 2008, compared to net income of $5.1 million
for the three months ended June 30, 2007.

Net sales for the three months ended June 30, 2008, increased
$37.2 million, or 5.7%, from the three months ended June 30, 2007.
The increase in sales was primarily due to an increase in resin
costs which are passed through to customers and the positive
impact of changes in exchange rates, offset by lower volume and
price reductions both from operational cost savings shared with
our customers and in response to competitive pressure.

Gross profit for the three months ended June 30, 2008, increased
$9.3 million, or 9.5%, from the three months ended June 30, 2007.
The overall increase in gross profit was driven by several factors
including ongoing expense reduction initiatives, lower
depreciation and amortization expense of $7.8 million and a
weakening of the dollar against the euro and other currencies of
$4.2 million, partially offset by higher project startup costs of
$1.5 million and price reductions.

Selling, general and administrative expenses for the three months
ended June 30, 2008, increased $3.1 million, or 9.4%, from the
three months ended June 30, 2007.  The increase was primarily due
to an increase in severance and stock-based compensation costs
related to the termination of employment of the company's former
chief operating officer, professional fees related to the pending
acquisition (as described in the following paragraph), and a
weakening of the dollar against the euro and other currencies,
partially offset by a decrease in consulting expenses and ongoing
expense reduction efforts.

On July 1, 2008, the company's partners (Sellers) and the company,
including a wholly owned subsidiary of the company, GPC Capital
Corp. II, entered into an Equity Purchase Agreement with Hicks
Acquisition Company I Inc. (HACI), a publicly traded special
purpose acquisition company, pursuant to which, through a series
of transactions including an IPO Reorganization, HACI's
stockholders will acquire a majority of the outstanding common
stock of GPC and GPC will own, either directly or indirectly, 100%
of the partnership interests of Graham Packaging Company, L.P.,
Graham Packaging Holdings Company's wholly-owned subsidiary.  

Interest expense for the three months ended June 30, 2008,
decreased $9.9 million from the three months ended June 30, 2007.
The decrease was primarily related to a decrease in interest
rates.

Income tax provision for the three months ended June 30, 2008,
decreased $5.1 million from the three months ended June 30, 2007.
The decrease was primarily related to a decrease in unrecognized
tax benefits associated with intercompany transactions in Mexico,
a decrease in valuation allowances placed on Mexico deferred tax
assets and a decrease in tax on repatriation of unremitted
earnings to the U.S.

Availability under the company's $250.0 million revolving credit
facility as of June 30, 2008, was $239.0 million.  The company
expects to fund scheduled debt repayments from cash from
operations and unused lines of credit.  

At June 30, 2008, the company's total indebtedness was
$2.52 billion, compared to $2.53 billion at Dec. 31, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?3091

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
company, -- http://www.grahampackaging.com/-- the parent company   
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

The Blackstone Group, an investment firm, is the majority owner of
Graham Packaging Holdings company.


HEALTH NET: Moody's Cuts Sr. Unsecured Debt Rating to Ba3 from Ba2
------------------------------------------------------------------
Moody's Investors Service downgraded Health Net, Inc.'s senior
unsecured debt rating to Ba3 from Ba2.  The insurance financial
strength rating of Health Net of California, Inc., Health Net's
largest operating subsidiary, was also downgraded to Baa3 from
Baa2.  The outlook on the companies is stable.  This rating action
on Health Net concludes the review for possible downgrade
announced on May 5, 2008.

Moody's stated that the downgrade is driven by an expectation of
diminished profitability going forward for Health Net as a result
of the company's lower commercial membership, higher medical costs
in both the Medicare Advantage and commercial business, and higher
administrative expenses.  The rating agency indicated that the
downgrade was also prompted by the likelihood of costs arising
from open litigation and regulatory issues and an expectation that
Health Net would likely operate at a lower NAIC risk-based capital
level.

Moody's noted that the company's latest revision of its 2008
earnings guidance indicates that Health Net continues to be
challenged in a number of areas.  According to Steve Zaharuk, V.P.
and Senior Credit Officer, "A key concern is that almost every one
of Health Net's product segments is experiencing difficulties or
has some degree of uncertainty associated with it."  Specifically,
Health Net's revised guidance identified issues in its commercial
and Medicare products that will result in materially lower net
income than previously projected.  The rating agency stated that
Health Net had previously reported the potential negative impact
to its Medicaid business in California as a result of proposed
rate cuts.  In addition, the company's TriCare contract, which
accounts for approximately 18% of premiums, is due to expire and
is out for competitive bid.

Another concern with Health Net, according to Moody's, is the
continuing decline in the company's commercial membership.
Mr. Zaharuk added that, "Health Net's commercial membership has
been steadily declining for several years, and the company has not
been able to reverse this pattern. With the company seeking to
improve its financial results by re-pricing its commercial and
Medicare products, the current competitive state of the market
place leads to the possibility of further significant commercial
membership loss as well as declines in Medicare enrollment in
2009."

Health Net, based in Woodland Hills, California, reported total
revenues of $7.7 billion for the first six months of 2008.  As of
June 30, 2008, the company had total medical membership (excluding
Part D) of approximately 6.3 million and reported shareholder's
equity of $1.8 billion.

These ratings have been downgraded with a stable outlook:

   * Health Net, Inc. -- senior unsecured debt rating to Ba3 from
     Ba2; senior unsecured debt shelf rating to (P)Ba3 from
     (P)Ba2; senior subordinated debt shelf rating to (P)B1 from
     (P)Ba3; subordinated debt shelf rating to (P)B1 from (P)Ba3.

   * Health Net of California, Inc. -- insurance financial
     strength rating to Baa3 from Baa2.

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually repay senior
policyholder claims and obligations.


HSI ASSET: Moody's Lowers Ratings on 19 Tranches
------------------------------------------------
Moody's Investors Service has downgraded the ratings of 19
tranches from HSI Asset Loan Obligation Trust 2006-2.  The
collateral backing the transaction consists primarily of first-
lien, fixed, Alt-A mortgage loans.

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

Complete rating actions are:

Issuer: HSI Asset Loan Obligation Trust 2006-2

  -- Cl. I-A-1, Downgraded to Aa2 from Aaa
  -- Cl. I-A-2, Downgraded to Baa2 from Aaa
  -- Cl. I-A-3, Downgraded to Aa1 from Aaa
  -- Cl. I-A-4, Downgraded to Aa1 from Aaa
  -- Cl. I-A-5, Downgraded to Ba1 from Aaa
  -- Cl. I-A-6, Downgraded to Ba3 from Aaa
  -- Cl. I-A-7, Downgraded to Baa3 from Aaa
  -- Cl. I-A-8, Downgraded to Baa3 from Aaa
  -- Cl. I-A-9, Downgraded to Baa2 from Aaa
  -- Cl. I-A-10, Downgraded to Baa2 from Aaa
  -- Cl. I-A-11, Downgraded to Baa3 from Aaa
  -- Cl. I-A-12, Downgraded to Baa3 from Aaa
  -- Cl. I-IO, Downgraded to Aa1 from Aaa
  -- Cl. I-PO, Downgraded to Baa3 from Aaa
  -- Cl. II-A-1, Downgraded to Aa1 from Aaa
  -- Cl. II-IO, Downgraded to Aa1 from Aaa
  -- Cl. II-PO, Downgraded to Aa1 from Aaa
  -- Cl. B-1, Downgraded to Caa1 from B2
  -- Cl. B-3, Downgraded to C from Ca


HUDSON HIGH: Moody's Trims 'Ba1' Rating on $1.275MM Notes to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service has downgraded ratings of three classes
of notes issued by Hudson High Grade Funding 2006-1, Ltd.  The
notes affected by the rating action are:

Class Description: $1,275,000,000 Class A-1 Floating Rate Notes
Due 2042

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $123,750,000 Class A-2 Floating Rate Notes Due
2042

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $60,750,000 Class B Floating Rate Notes Due
2042

  -- Prior Rating: Ca
  -- Current Rating: C

The transaction experienced, as reported by the Trustee on May 5,
2008, an event of default caused by the Class A/B
Overcollateralization Ratio to be less than 93%, as described in
Section 5.1(d) of the Indenture dated November 1, 2006.  This
event of default is still continuing.  Hudson High Grade Funding
2006-1, Ltd. is a collateralized debt obligation backed primarily
by a portfolio of structured finance securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.  In this regard the Trustee reports that a majority
of the Controlling Class directed the Trustee to declare the
principal of and accrued and unpaid interest on the Secured Notes
to be immediately due and payable.  Furthermore, according to the
Trustee, a super majority of the Controlling Class and each hedge
counterparty directed the sale and liquidation of the Collateral
in accordance with relevant provisions of the transaction
documents.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.


HUDSON MEZZANINE: Moody's Slashes 'Aaa' $37MM Notes Rating to 'Ca'
------------------------------------------------------------------
Moody's Investors Service has downgraded ratings of four classes
of notes issued by and the rating assigned to a swap agreement
entered into by Hudson Mezzanine Funding 2006-1, Ltd. The rating
action is as:

Class Description: $37,000,000 Class S Floating Rate Notes Due
2012

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $1,200,000,000 Senior Swap

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $110,000,000 Class A-f Floating Rate Notes due
2042

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $120,000,000 Class A-b Floating Rate Notes due
2042

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $230,000,000 Class B Floating Rate Notes due
2042

  -- Prior Rating: Ca
  -- Current Rating: C

Hudson Mezzanine Funding 2006-1, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of structured finance
securities.  The transaction experienced, as reported by the
Trustee on July 22, 2008, an event of default caused by a default
in the payment of interest on the Class B Notes when due and
payable and a continuation of such default for a period of seven
days, as described in Section 5.1(a) of the Indenture dated
December 5, 2006.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral and the Notes.
In this regard the Trustee reports that a majority of the
Controlling Class directed the Trustee to declare the principal of
and accrued and unpaid interest on all Secured Notes to be
immediately due and payable.  Furthermore, according to the
Trustee, controlling parties directed the Trustee to commence the
process of the disposition of the collateral in accordance with
the applicable provisions of the Indenture.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.


HUDSON PRODUCTS: S&P Rates $250MM Sr Secured Bank Loans 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Hudson Products Holdings Inc. The outlook is
stable. At the same time, we assigned a 'BB-' rating (two notches
above the corporate credit rating) and a '1' recovery rating to
Hudson's proposed $250 million senior secured bank facilities,
which consist of a $30 million revolving credit facility and a
$220 million first-lien term loan. The '1' recovery rating
indicates our expectation for very high (90% to 100%) recovery in
the event of a payment default.

The company will use term loan proceeds of $220 million,
subordinated loan proceeds of $125 million, and an equity
injection to fund the purchase of the company by Riverstone
Holdings LLC and management as well as cover estimated transaction
fees and expenses.

The rating on Hudson Products reflects high debt leverage, weak
interest coverage, exposure to cyclical end markets, and limited
but improving scale. The rating also reflects Hudson's leading
market share and its ability to generate free cash flow through
most points in the business cycle.

Positive ratings actions could occur if interest coverage improves
to more than 3x and liquidity and backlog remain similar to
current levels. Conversely, we could lower the rating if interest
coverage falls below 1.75x, if debt to EBITDA is greater than 6x,
or if liquidity or backlog levels decline significantly.


IGNIS PETROLEUM: Executes Forbearance Agreement with YA Global
--------------------------------------------------------------
Ignis Petroleum Group, Inc. disclosed that on July 18, 2008, Ignis
Petroleum Group, Inc. and YA Global Investments, L.P. executed a
forbearance agreement. Under the terms of the agreement, Ignis has
agreed to pay YA Global $55,000 monthly for the period of the
forbearance agreement. YA Global has agreed to a restructuring of
the debentures. Under the new agreement, the debentures have a
fixed conversion price of $0.03.

Full details of the agreement can be found with Edgar Online in
the Company's 8K filing of July 23, 2008.

Geoff Evett, President and CEO of Ignis, stated, "We are very
pleased with the new arrangement, which constitutes an important
step in the execution of our ongoing program to restructure the
Company's organization and capital structure. The agreement
provides Ignis with valuable time needed to continue with the
aforementioned program and explore new investment opportunities.
"Furthermore, the agreed fixed conversion price provides our
shareholders for the first time with a clear view of the potential
overhang related to the debentures with YA Global. We consider it
of paramount importance to clean up our capital structure in order
to expand the Company.

"The dialogue with YA Global is open and constructive and provides
us with confidence in our ability to take the necessary steps
towards building shareholder value and we look forward to
providing our shareholders with regular updates on the progress
made both operationally and organizationally.

"Additionally, I am pleased to announce that we have engaged the
services of Schwarz & Lakmaaker Communication, an investor
relations firm, who will be assisting Ignis with its shareholder
communications. We are looking significantly to improve our
dialogue with the investment community, this appointment being the
first step."

                      About Ignis Petroleum

Ignis Petroleum Group, Inc. is a Dallas-based oil and gas
production company focused on exploration, acquisition and
development of crude oil and natural gas reserve in the United
States. The Company's management has closely aligned itself with
strategic industry partnerships and is building a diversified
energy portfolio. It focuses on prospects that result from new
lease opportunities, new technology and new information. For
further information, visit http://www.ignispetro.com.


IRVINGTON SCDO: Moody's Chips Two Notes Ratings to B3 from Baa3
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on the notes
issued by Irvington SCDO 2004-1 Ltd.:

Class Description: Class A-3L Notes Due March 11, 2010

  -- Prior Rating: A2, on watch for possible downgrade
  -- Current Rating: Ba2

Class Description: Class A-3L-1 Notes Due March 11, 2010

  -- Prior Rating: A2, on watch for possible downgrade
  -- Current Rating: Ba2

Class Description: Class B-1F Notes Due March 11, 2010

  -- Prior Rating: Baa3, on watch for possible downgrade
  -- Current Rating: B3

Class Description: Class B-1L-1 Notes Due March 11, 2010

  -- Prior Rating: Baa3, on watch for possible downgrade
  -- Current Rating: B3

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


ISCHUS CDO: Fitch Downgrades Six Notes Ratings; Removes Neg. Watch
------------------------------------------------------------------
Fitch downgraded and removed from Rating Watch Negative six
classes of notes issued by Ischus CDO II Ltd./LLC.  These rating
actions are effective immediately:

  -- $203,529,535 class A-1A to 'B-' from 'from 'BBB';
  -- $47,533,630 class A-1B to 'B-' from 'BBB';
  -- $28,000,000 class A-2 to 'CCC' from 'BBB-;
  -- $55,000,000 class B to 'CC' from 'BB';
  -- $11,074,048 class C to 'C' from 'B';
  -- $18,263,620 class D to 'C' from 'CC'.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically in subprime
residential mortgage backed securities.

Ischus II is a cash structured finance collateralized debt
obligation that closed on July 27, 2005 and is managed by Ischus
Capital Management, LLC.  Presently 74.7% of the portfolio is
comprised of U.S. subprime RMBS, 10.3% Alt-A RMBS, 2.9% prime
RMBS, 4.9% U.S. non-SF CDOs, 6.4% commercial mortgage-backed
securities and 0.6% asset-backed securities.

Since Nov. 21, 2007, approximately 69.9% of the portfolio has been
downgraded with 2.0% of the portfolio currently on Rating Watch
Negative. Of the portfolio, 66.8% is now rated below investment
grade, with 41.7% of the portfolio rated 'CCC+' and below.  
Overall, 68.7% of the assets in the portfolio now carry a rating
below the rating assumed in Fitch's November 2007 review.

The collateral deterioration has caused each of the
overcollateralization ratios to fail their respective triggers.  
As of the trustee report dated June 27, 2008, the class A/B OC
ratio was 99.3%, the class C OC ratio was 96.1% and the class D OC
ratio was 91.3%.  As a result of the A/B OC test failure, interest
proceeds remaining after paying class A-1, A-2 and B interest are
being diverted to the redeem the class A-1A and A-1B notes, pro
rata and will continue until the OC test is cured.  Payment of
interest to the class C and D notes has been made in kind by
writing up the principal balance of each class by the amount of
interest owed.  Fitch expects classes C and D notes to receive no
further interest or principal distributions in the future.  The
downgrades to the rated notes reflect Fitch's updated view of the
default risk associated with each of the notes.

The ratings of the class A-1A, class A-1B, class A-2 and class B
notes address the likelihood that investors will receive full and
timely payments of interest, as per the governing documents, as
well as the aggregate outstanding amount of principal by the
stated maturity date.  The ratings of the class C and D notes
address the likelihood that investors will receive ultimate
interest and deferred interest payments, as per the governing
documents, as well as the aggregate outstanding amount of
principal by the stated maturity date.


JED OIL: Creditors Request CCAA, Appointment of PwC as Monitor
--------------------------------------------------------------
On August 7, 2008 a group of its unsecured creditors of JED Oil
Inc. filed an Originating Notice in the Court of Queen's Bench of
Alberta, Judicial District of Calgary, requesting an Order
declaring that the Company and its wholly-owned subsidiary, JED
Production Inc., together are a "debtor company" under the
Companies' Creditors Arrangement Act (Canada) and staying all
proceedings and remedies against the Company except as set forth
in the Order or otherwise permitted by law.

The requested Order would further authorize JED to carry on its
business and to appoint PricewaterhouseCoopers as the monitor in
the CCAA proceedings. This Notice is scheduled to be heard by the
Court later today and a further announcement will be made
following the conclusion of the hearing. The CCAA has been roughly
compared to Chapter 11 in the United States as it is a procedure
to permit a company with financial difficulties to restructure and
continue to operate. If the Court approves the Order, JED will
develop and present for Court approval a Plan of Arrangement for
the liabilities covered by the CCAA protection.

JED further announces that on August 5, it filed the Additional
Plan requested by the American Stock Exchange as required by the
previously announced second notice received from AMEX dated July
15, 2008. The Additional Plan was requested due to AMEX's concern
about the Company's ability to be in compliance by October 13,
2008 with Section 1003(a)(iv) of the AMEX Company Guide, due to
the extensions to redeem its $40.24 million of convertible notes.
The Plan consists of the Company's efforts to sell existing
assets, as previously announced, for the redemption of the notes
and payment of other creditors.

JED further announces that Mr. James T. Rundell submitted his
resignation on August 5th as President and a Director of the
Company and its subsidiaries in order to pursue other activities.
The Board has decided that until the current restructuring efforts
have been completed, the office of President and the vacancy on
the Board will not be filled.

Established in September 2003, JED Oil Inc. is an oil and natural
gas company that commenced operations in the second quarter of
2004 and develops and operates oil and natural gas properties in
western Canada and the Rocky Mountain states in the United States.


KINGSWAY FINANCIAL: Obtains Waiver for $48.8MM Debt to Sept. 30
---------------------------------------------------------------
The indebtedness of Kingsway Financial Services Inc. decreased
from $172.4 million at December 31, 2007 to $157.9 million. During
the first half of the year the Company repaid approximately $12.5
million of outstanding debt under its credit facilities.
Subsequent to quarter end, the Company repaid $109.7 million of
bank indebtedness utilizing the surplus capital resources held in
its reinsurance subsidiaries.

Bank indebtedness is subject to compliance with financial
covenants and other provisions of the credit agreement. For the
remaining $48.8 million of bank indebtedness due December 20,
2008, the Company has obtained a waiver to September 30, 2008 from
lender over non-compliance with certain covenants. The Company is
in the process of renegotiating the terms and covenants of the
bank indebtedness.

Kingsway Financial Services Inc. "Kingsway" is one of the largest
non-standard automobile insurers and truck insurers in North
America based on A.M. Best data that we have compiled. Kingsway's
primary business is the insuring of automobile risks for drivers
who do not meet the criteria for coverage by standard automobile
insurers and trucking insurance. The Company currently operates
through thirteen wholly-owned insurance subsidiaries in Canada and
the U.S. Canadian subsidiaries include Kingsway General Insurance
Company, York Fire & Casualty Insurance Company and Jevco
Insurance Company. U.S. subsidiaries include Universal Casualty
Company, American Service Insurance Company, Southern United Fire
Insurance Company, Lincoln General Insurance Company, U.S.
Security Insurance Company, American Country Insurance Company,
Zephyr Insurance Company, Mendota Insurance Company, Mendakota
Insurance Company and Avalon Risk Management, Inc. The Company
also operates reinsurance subsidiaries in Barbados and Bermuda.
The common shares of Kingsway Financial Services Inc. are listed
on the Toronto Stock Exchange and the New York Stock Exchange,
under the trading symbol "KFS."


LANDAMERICA FINANCIAL: S&P Cuts Counterparty Credit Rating to BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on LandAmerica Financial Group
Inc.'s (LFG) title insurance operations (LandAmerica) to 'BBB+'
from 'A-'. At the same time, S&P lowered its counterparty credit
rating on LFG to 'BB+' from 'BBB-'. All of the ratings on
LandAmerica and LFG remain on CreditWatch with negative
implications.

"The one-notch downgrade reflects deterioration in LandAmerica's
operating performance during the past year," said Standard &
Poor's credit analyst James Brender.

The title division reported a pretax loss of $81 million in the
first six months of 2008, in contrast to profit of $65 million
during the same period in 2007. The operating loss reflects
declining revenue and rising claim costs. Standard & Poor's
believes these trends will persist during the next several
quarters, but LandAmerica's operating performance should stabilize
in the near term as a result of cost-cutting initiatives and more
stable loss reserves.

The CreditWatch listing reflects Standard & Poor's concern that
LFG's line of credit contains a leverage covenant that LFG could
breach.


LEAP WIRELESS: Posts $26.1 Million Net Loss in 2008 Second Quarter
------------------------------------------------------------------
Leap Wireless International Inc. reported a $26.1 million net loss
for the second quarter ended June 30, 2008, compared to net income
of $9.6 million for the comparable period of the prior year.

Service revenues increased 20.1% percent over the second quarter
of 2008, to $417.1 million.  This increase was the result of a
22.2 percent year-over-year increase in weighted-average customers
due to new market launches and existing market customer growth,
offset by a 1.7 percent year-over-year decline in average revenue
per user per month, or ARPU.

Equipment revenues increased $7.1 million, or 13.9%, to
$57.7 million for the three months ended June 30, 2008, compared
to the corresponding period of the prior year.  This increase was
primarily due to an increase of 12% in handset sales volume.

The company achieved approximately 171,000 net customer additions
in the second quarter of 2008, including approximately 44,000 net
customer additions for voice services in existing markets,
approximately 116,000 net customer additions for voice services in
recently launched markets and approximately 11,000 net customer
additions associated with mobile broadband service, bringing total
broadband customers to 14,000.  Including customers acquired in
connection with the company's acquisition of Hargray Wireless,
total customers increased by nearly 212,000.  Churn, which
measures customer turnover, for the quarter was 3.8 percent, an
improvement from 4.3 percent from the prior year period.  Net
customer additions and churn exclude customers in South Carolina
and Georgia markets acquired from Hargray Wireless during the
quarter.

The company's operating income for the quarter was $14.5 million,
compared to $30.7 million for the second quarter of 2007.  The
company reported adjusted operating income before depreciation and
amortization (OIBDA) of $106.7 million, down $2.3 million from the
comparable period of the prior year.  The year-over-year reduction
in adjusted OIBDA reflects the impact of expected initial
operating losses from the company's investments in new
initiatives, which included the launch of new markets covering
approximately eight million covered population and potential
customers (POPs), pre-launch expenses associated with anticipated
future market launches and the expansion of its mobile broadband
service into markets currently serving approximately 23 million
covered POPs.

Offsetting the initial losses associated with these investments
were significantly increased financial contributions from the
company's existing markets.  For the quarter, Existing Business
Adjusted OIBDA was $154.5 million, an increase of $45.5 million,
or 42 percent, from the prior year period.  This increase reflects
an approximately 460,000 year-over-year increase in end-of-period
customers in existing markets and the resulting benefits of scale.

"Our overall customer activity was solid, even as our customers
absorbed the effects of a challenging macroeconomic environment,"
said Doug Hutcheson, Leap's president and chief executive officer.

"The company delivered solid year-over-year improvements in
Existing Business Adjusted OIBDA, further demonstrating the
underlying strength of our business and the success of our
existing market growth programs.  We are also very pleased with
the pace and performance of our new initiatives, including our
recent new market launches and our Cricket Wireless Internet
Service.  The performance of each of these initiatives is meeting
or exceeding our expectations, and we anticipate significant
improvements in long-term customer penetration and the resulting
financial contributions from these key investments over time."

The company had a total of $934.4 million in unrestricted cash,
cash equivalents and short-term investments as of June 30, 2008.

As of June 30, 2008, the company's total outstanding indebtedness
was $2.58 billion, including $882.0 million of indebtedness under
its senior secured credit facility and $1.65 billion in unsecured
senior indebtedness, which comprised $1.10 billion of senior notes
due 2014, $250.0 million of convertible senior notes due 2014 and
$300.0 million of senior notes due 2015.

The company also had a $200.0 million undrawn revolving credit
facility (which forms part of the company's senior secured credit
facility), which was undrawn as of June 30, 2008.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$5.05 billion in total assets, $3.30 billion in total liabilities,  
$53.4 million in minority interests, and $1.70 billion in total
stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?3092

                       About Leap Wireless

Based in San Diego, Leap Wireless International Inc. (Nasdaq:
LEAP) -- http://www.leapwireless.com/-- provides innovative,  
high-value wireless services.  With the value of unlimited
wireless services as the foundation of its business, Leap
pioneered its Cricket(R) service.  The company and its joint
ventures now operate in 29 states and hold licenses
in 35 of the top 50 U.S. markets.  Through its affordable, flat-
rate service plans, Cricket offers customers a choice of unlimited
voice, text, data and mobile Web services.

                          *     *     *

As reported in the Troubled Company Reporter on June 24, 2008,
Moody's Investors Service assigned a Caa1 rating to Leap Wireless
International Inc.'s $200 million convertible notes, due 2014.  
Moody's also assigned a B2 corporate family rating to Leap
Wireless International Inc.  Rating outlook is Stable.

As disclosed in the Troubled Company Reporter on June 23, 2008,
Standard & Poor's Rating Services assigned its 'CCC' rating to
Leap Wireless International Inc.'s proposed $200 million of
convertible senior notes due 2014, with a '6' recovery rating,
indicating the expectation for negligible (0%-10%) recovery in the
event of a payment default.  At the same time, S&P assigned a 'B-'
rating to funding unit Cricket Communications Inc.'s proposed
$200 million of senior notes due 2015 with a '4' recovery rating,
indicating the expectation for average (30%-50%) in the event of a
payment default.  These are being issued under Rule 144A with
registration rights.  S&P also affirmed San Diego-based Leap's
existing ratings, including its 'B-' corporate credit rating.  The
outlook is stable.


LENOX GROUP: Sale Option Fails, Might Breach Financial Covenants
----------------------------------------------------------------
Lenox Group Inc. stated that it was unable to find a buyer for the
company as a whole, at an acceptable price, and is continuing to
explore other strategic alternatives.

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Lenox Group said it will explore strategic alternatives aimed at
enhancing shareholder value.

The company's other strategic alternatives include engaging in
discussions regarding the sale of the Department 56 business and
pursuing certain actions to strengthen its balance sheet and
reduce indebtedness.  There can be no assurance that the company
will consummate any such alternatives.

The company also related that it does not expect to remain in
compliance with its financial covenants at the end of the third
quarter of 2008, due in part to the negative impact of current
economic and retail market conditions.

The company had outstanding borrowings on its revolving credit
facility in the amount of $69.9 million as of June 28, 2008.
Letters of credit outstanding on the same date were $8.3 million.
Availability under the credit facility was $17.3 million.  In
addition, the company had $99.0 million of term debt outstanding
as of June 28, 2008.  The company's business is seasonal and as a
result, a significant portion of the availability was utilized in
the first half of the year, while availability will increase in
the second half of the year.  The company was in compliance with
all financial covenants under the amended credit facility as of
June 28, 2008.

The company's ability to continue with its current capital and
operating structure and to fund operations would be contingent
upon the company's ability to negotiate a waiver with its lenders
and restructure its outstanding indebtedness.  There is no
assurance that a waiver can be obtained or that a restructuring
can occur.  However, the company is pursuing certain actions to
strengthen its balance sheet and reduce indebtedness, and has
commenced discussions with its term loan and credit facility
lenders to restructure its outstanding indebtedness.

                      About Lenox Group

Headquartered in Eden Prarie, Minnesota, Lenox Group Inc (NYSE:
LNX) -- http://www.lenoxgroupinc.com/-- sells tabletop,   
collectible and giftware products under the Lenox, Department 56,
Gorham, and Dansk brand names.  The company sells its products
through wholesale customers who operate gift, specialty and
department store locations in the United States and Canada,
company-operated retail stores, and direct-to-the-consumer through
catalogs, direct mail, and the Internet.


LEXINGTON CAPITAL: Fitch Chips Eight Notes Ratings; Removes Watch
-----------------------------------------------------------------
Fitch downgraded and removed from Rating Watch Negative eight
classes of notes issued by Lexington Capital Funding, Ltd./Inc.   
These rating actions are effective immediately:

  -- $163,535,391 class A-1ANV notes to 'B-' from 'BBB-';
  -- $110,524,545 class A-1AV notes to 'B-' from 'BBB-';
  -- $204,675 class A-1B notes to 'B-' from 'BBB-';
  -- $64,219,087 class A-2 notes to 'CC' from 'BB-';
  -- $39,244,998 class B notes to 'CC' from 'B';
  -- $9,021,778 class C notes to 'C' from 'B-';
  -- $17,194,337 class D notes to 'C' from 'CCC';
  -- $2,288,315 class E notes to 'C' from 'CC'.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically from subprime
residential mortgage-backed securities and structured finance
collateralized debt obligations with underlying exposure to
subprime RMBS.

Lexington is a cash flow structured finance SF CDO that closed on
Oct. 25, 2005 and is managed by Harding Advisory LLC.  Presently
71.9% of the portfolio is comprised of 2005 vintage U.S. subprime
RMBS, and 8.8% consists of 2005 vintage U.S. SF CDOs.

Since Nov. 21, 2007, approximately 74.3% of the portfolio has been
downgraded with 8.7% of the portfolio currently on Rating Watch
Negative.  71.6% of the portfolio is now rated below investment
grade, including 36.3% of the portfolio rated 'CCC+' or lower.  
Overall, 74.2% of the assets in the portfolio now carry a rating
below the rating Fitch assumed in its November 2007 review.  As of
the latest trustee report dated June 30, 2008, the portfolio's
Weighted Average Rating Factor is 'BB-/B+', which breaches the
transaction's covenant of 'BBB/BBB-'.

The collateral deterioration has caused each of the
overcollateralization tests to fall below 100% and fail their
respective triggers.  As of the latest trustee report, the class
A/B OC ratio was 80.2%, the class C OC ratio was 78.3%, and the
class D OC ratio was 75.0%.  As a result of the coverage test
failures, the transaction is currently diverting interest proceeds
from the class C, D, and E notes, instead using these proceeds to
redeem class A-1ANV, A-1AV, and A-1B principal, pro rata.  Payment
of interest to the classes C, D, and E notes has been made in kind
by writing up the principal balance of each class by the amount of
interest owed.  Fitch expects no future interest or principal
payments will be made to the classes C, D, and E notes.

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


LEXINGTON CAPITAL: Collateral Slide Cues Fitch to Cut Four Ratings
------------------------------------------------------------------
Fitch downgraded  four classes of notes issued by Lexington
Capital Funding III, Ltd./LLC.  Five additional classes of notes
remain at their prior rating.  All classes are removed from Rating
Watch Negative.  These rating actions are effective immediately:

  -- $480,000,000 class A-1 notes downgraded to 'CC' from 'B';
  -- $240,000,000 class A-2 notes downgraded to 'CC' from 'CCC+';
  -- $160,500,000 class A-3 notes downgraded to 'CC' from 'CCC';
  -- $70,725,000 class B notes remain at 'CC';
  -- $50,200,000 class C notes remain at 'CC';
  -- $40,000,000 class D notes remain at 'CC';
  -- $35,650,000 class E notes remain at 'CC';
  -- $46,335,903 class F notes remain at 'CC';
  -- $11,742,726 class G notes downgraded to 'C' from 'CC'.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically from subprime
residential mortgage-backed securities, Alternative-A RMBS, and
structured finance collateralized debt obligations with underlying
exposure to subprime RMBS.

Lexington III is a hybrid cash and synthetic SF CDO that closed on
Jan. 11, 2007 and is managed by Harding Advisory LLC.  Presently
91.7% of the portfolio is comprised of 2005, 2006 and 2007 vintage
U.S. subprime RMBS, 4.0% consists of 2006 and 2007 vintage U.S. SF
CDOs, and 1.2% is comprised of 2005 and 2007 vintage U.S. Alt-A
RMBS.

Since Fitch's last rating action on Nov. 12, 2007, approximately
92.2% of the portfolio has been downgraded, with 9.7% of the
portfolio currently on Rating Watch Negative.  96.8% of the
portfolio is now rated below investment grade, including 89.2% of
the portfolio rated 'CCC+' or below.

The collateral deterioration has caused each of the
overcollateralization tests to fall below 100% and fail their
respective triggers.  As of the trustee report dated June 30,
2008, the class A OC ratio was 42.7%, the class B OC ratio was
39.5%, the class C OC ratio was 37.5%, and all lower-priority OC
tests had even lower results.  However, due to a lack of coverage
tests in Lexington III's interest waterfall, interest proceeds
continue to be used to make sequential interest payments to all
classes of notes until the proceeds run out, rather than diverting
proceeds from junior notes in order to reduce the notional balance
of the super senior class A-1 notes.  

At the July 10, 2008 payment date, interest proceeds were
sufficient to make full interest payments to the classes A-1, A-2,
A-3, B, C, D, and E notes.  The class F notes received partial
interest and the class G notes did not receive any interest
proceeds.  The unpaid interest amounts due on the classes F and G
notes were paid in kind by writing up the principal balance of
each class by the amount of interest owed.

Due to the lack of structural protection to the senior notes in
the interest waterfall, and the severity of the collateral
deterioration in the portfolio, Fitch projects that the class A-1
notes may suffer a significant principal shortfall in the future,
and all other notes may experience complete principal shortfalls.

The ratings on the classes A-1, A-2, A-3, B, and C notes address
the timely receipt of scheduled interest payments and the ultimate
receipt of principal as per the transaction's governing documents.  
The ratings on the classes D, E, F, and G notes address the
ultimate receipt of interest payments and ultimate receipt of
principal as per the transaction's governing documents.


LIGHTPOINT CLO: Moody's Cuts 'Ba2' Rating on Cl. E Notes to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service has downgraded this notes issued by
Lightpoint CLO 2004-1, Ltd.:

Class Description: Class E Senior Secured Notes

  -- Prior Rating: Ba2
  -- Current Rating: Ba3

According to Moody's, this rating action is as a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of senior secured
loans.


MAGNA ENTERTAINMENT: MID Provides Update on Shakeup Plan, Review
----------------------------------------------------------------
On March 31, 2008, MI Developments, Inc. received a reorganization
proposal on behalf of various shareholders of MID, including
entities affiliated with the Stronach Trust, MID's controlling
shareholder.  The principal components of the reorganization
proposal are set out in MID's press release dated March 31, 2008,
which can be found at http://www.midevelopments.comand  
http://www.sedar.com.  

MID's Board of Directors mandated a special committee of
independent directors to review the proposal and make
recommendations to the Board.

The proposal contemplated MID calling by May 30, 2008 a special
meeting of shareholders to consider the reorganization and closing
the transaction no later than July 30, 2008. On May 30, 2008, MID
called a special meeting of shareholders for July 24, 2008.

In early June 2008, at the direction of the MID Special Committee,
MID management commenced discussions with a number of MID Class A
shareholders, including those shareholders (owning in aggregate
more than 50% of the outstanding Class A Subordinate Voting
Shares) that supported the original reorganization proposal
announced on March 31, 2008. The discussions are intended to
develop a consensus on how to best amend and structure the
proposed reorganization. As a result of these discussions, on June
27, 2008, MID announced that the special meeting discussed above
was being postponed.

Given that no consensus has yet been reached with respect to
amending the reorganization proposal, MID intends to continue to
explore a range of alternatives in respect of its Magna
Entertainment Corp. investment. These alternatives include,
without limitation, examining an amended reorganization proposal
and evaluating whether or to what extent MID might participate in
a recapitalization or restructuring of MEC. MID is not subject to
any restrictions regarding future investments in MEC.

Any potential transactions with MEC would be subject to review by
the MID Special Committee and the approval of the MID Board.
Neither the MID Special Committee nor the MID Board has made any
decisions or recommendations with respect to the reorganization
proposal or any other transaction relating to MEC. There can be no
assurance that the transaction contemplated by the reorganization
proposal, or any other transaction relating to MEC, will be
completed.

The unaudited interim consolidated financial statements do not
reflect any adjustments that may be required should the
reorganization proposal, or any other transaction relating to MEC,
be completed.

At June 30, 2008, $4.3 million of advisory and other costs had
been incurred in connection with the reorganization proposal,
which costs are included in the Real Estate Business' "general and
administrative expenses" on the Company's unaudited interim
consolidated statements of income (loss) for the three and six
months ended June 30, 2008.

The participation by MID in a recapitalization or restructuring of
MEC could result in a  significant increase in the Company's
financial leverage, change the risk profile of the Real Estate
Business and/or limit its financial flexibility to take advantage
of certain investment opportunities. In addition, if the Real
Estate Business' funded debt were to exceed 40% of its total
capitalization as a result of these changes, the Company might be
required to repay the Debentures and potentially pay a prepayment
premium determined in accordance with the terms of the applicable
trust indenture, as described in the annual consolidated financial
statements for the year ended December 31, 2007.

                           About MID

MID -- http://www.midevelopments.com/--  is a real estate    
operating company focusing primarily on the ownership, leasing,
management, acquisition and development of a predominantly
industrial rental portfolio for Magna and its subsidiaries in
North America and Europe.  MID also acquires land that it intends
to develop for mixed-use and residential projects.  MID holds a
controlling interest in MEC, North America's number one owner and
operator of horse racetracks, based on revenue, and one of the
world's leading suppliers, via simulcasting, of live horse racing
content to the growing inter-track, off-track and account wagering
markets.

                    About Magna Entertainment

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(Nasdaq: MECA)(TSX: MEC.A) --
http://www.magnaentertainment.com/          
-- acquires, develops, owns and operates horse racetracks and
related pari-mutuel wagering operations, including off-track
betting facilities.  The company also develops, owns and operates
casinos in conjunction with its racetracks where permitted by law.


MAGNA ENTERTAINMENT: MID Warns of Possible Bankruptcy
-----------------------------------------------------
In September 2007, following a strategic review, Magna
Entertainment Corp. announced a Debt Elimination Plan designed to
eliminate MEC's net debt by December 31, 2008 and provide funding
for MEC's operations. The MEC Debt Elimination Plan contemplated
generating aggregate proceeds of approximately
$600 to $700 million through:

     (i) the sale of certain real estate, racetracks and other
         assets;

    (ii) the sale of, or entering into strategic transactions
         involving, MEC's other racing, gaming and technology
         operations; and

   (iii) a possible future equity issuance by MEC, likely in 2008.

To address MEC's short-term liquidity concerns and provide it with
sufficient time to implement the MEC Debt Elimination Plan, MI
Development, Inc. made available a bridge loan of up to
$80.0 million (subsequently increased to $110.0 million) to MEC.
The MEC Debt Elimination Plan also contemplated a $20.0 million
private placement to Fair Enterprise Limited, a company that forms
part of an estate planning vehicle for the family of Mr. Frank
Stronach (the Company's Chairman and the Chairman and Chief
Executive Officer of MEC), of MEC Class A Stock, which closed in
October 2007.

Given that the sale of MEC assets under the MEC Debt Elimination
Plan continues to take longer than originally contemplated, on May
23, 2008, the maturity date of the MEC Bridge Loan and the
deadline for repayment of at least $100.0 million under the
Gulfstream Park project financing facility were extended from May
31, 2008 to August 31, 2008. At the same time, the maximum
commitment under the MEC Bridge Loan was increased from $80.0
million to $110.0 million, and MEC was given the ability to re-
borrow the $21.5 million previously repaid from proceeds of asset
sales.

Whether the MEC Debt Elimination Plan will be successful is not
determinable at this time. To date, MEC has generated aggregate
asset sale proceeds under the MEC Debt Elimination Plan of
$37.7 million, of which $26.0 million has been used to make
repayments under the MEC Bridge Loan. Although MEC continues to
take steps to implement its plan, MEC does not expect to execute
the MEC Debt Elimination Plan on the originally contemplated time
schedule, if at all. Furthermore, MEC has advised MID that, given
the potential impact on MEC's financial position of the MID
reorganization proposal, and pending determination of whether it
will proceed and an evaluation of any amended terms, MEC is in the
process of reconsidering whether to sell certain of the assets
originally identified for disposition under the MEC Debt
Elimination Plan.

MID management expects that MEC will be unable at August 31, 2008
to repay the MEC Bridge Loan or make the required $100.0 million
repayment under the Gulfstream Park project financing facility.
Furthermore, MID management expects that MEC will again need to
seek extensions from existing lenders, including MID, and
additional funds in the short-term from one or more possible
sources, which may include MID. If MEC is unable to repay its
obligations when due or satisfy required covenants in its debt
agreements, substantially all of its current and long-term debt
will also become due on demand as a result of cross-default
provisions within loan agreements, unless MEC is able to obtain
waivers, modifications or extensions.

The availability of any required waivers, modifications,
extensions or additional funds is not assured and, if available,
the terms thereof are not yet determinable. If MEC is unsuccessful
in its efforts, it could be required to liquidate assets in the
fastest manner possible to raise funds, seek protection from its
creditors in one or more ways, or be unable to continue as a going
concern.  Accordingly, MEC's ability to continue as a going
concern is in substantial doubt.

                           About MID

MID -- http://www.midevelopments.com/--  is a real estate    
operating company focusing primarily on the ownership, leasing,
management, acquisition and development of a predominantly
industrial rental portfolio for Magna and its subsidiaries in
North America and Europe.  MID also acquires land that it intends
to develop for mixed-use and residential projects.  MID holds a
controlling interest in MEC, North America's number one owner and
operator of horse racetracks, based on revenue, and one of the
world's leading suppliers, via simulcasting, of live horse racing
content to the growing inter-track, off-track and account wagering
markets.

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(Nasdaq: MECA)(TSX: MEC.A) --
http://www.magnaentertainment.com/          
-- acquires, develops, owns and operates horse racetracks and
related pari-mutuel wagering operations, including off-track
betting facilities.  The company also develops, owns and operates
casinos in conjunction with its racetracks where permitted by law.


MAGNA ENTERTAINMENT: Has $250MM in Debts Maturing This Month
------------------------------------------------------------
Magna Entertainment Corp. has incurred a net loss before minority
interest recovery of $45.0 million for the six months ended June
30, 2008, and net losses before minority interest recovery of
$68.8 million, $65.4 million and $107.4 million for the years
ended December 31, 2007, 2006 and 2005, respectively.

At June 30, 2008, MEC had a working capital deficiency of
$220.9 million and $230.6 million of debt scheduled to mature in
the 12-month period ending June 30, 2009, including:

      (i) amounts owing under MEC's $40.0 million senior secured
          revolving credit facility with a Canadian financial
          institution, which is scheduled to mature on August 15,
          2008,

    (ii) amounts owing under a bridge loan of up to $110.0 million
         (initially up to $80.0 million) from a wholly-owned
         subsidiary of MID, which is scheduled to mature on August
         31, 2008, and

   (iii) MEC's obligation to repay $100.0 million of indebtedness
         under the Gulfstream Park project financing facility with
         the MID Lender by August 31, 2008.

Accordingly, MEC's ability to continue as a going concern is in
substantial doubt and is dependent on MEC generating cash flows
that are adequate to sustain the operations of the business,
renewing or extending current financing arrangements and meeting
its obligations with respect to secured and unsecured creditors,
none of which is assured. If MEC is unable to repay its
obligations when due or satisfy required covenants in its debt
agreements, substantially all of its current and long-term debt
will also become due on demand as a result of cross-default
provisions within loan agreements, unless MEC is able to obtain
waivers, modifications or extensions. The availability of such
waivers, modifications or extensions is not assured and, if  
available, the terms thereof are not yet determinable.

On September 12, 2007, MEC's Board of Directors approved a debt
elimination plan designed to eliminate MEC's net debt by December
31, 2008 by generating funds from the sale of assets (notes 4 and
5), entering into strategic transactions involving certain of
MEC's racing, gaming and technology operations, and a possible
future equity issuance. The success of the MEC Debt Elimination
Plan is not assured. To address short-term liquidity  concerns and
provide sufficient time to implement the MEC Debt Elimination
Plan, MEC arranged $100.0 million of funding in September 2007,
comprised of:

     (i) a $20.0 million private placement of MEC's Class A
         Subordinate Voting Stock to Fair Enterprise Limited
         (FEL), a company that forms part of an estate planning
         vehicle for the family of Mr. Frank Stronach, the
         Company's Chairman and the Chairman and Chief Executive
         Officer of MEC, completed in October 2007; and

    (ii) the MEC Bridge Loan.

Although MEC continues to take steps to implement the MEC Debt
Elimination Plan, MEC does not expect to execute its plan on the
originally contemplated time schedule, if at all. Furthermore, MEC
has advised MID that, given the potential impact on MEC's
financial position of the MID reorganization proposal, and pending
determination of whether it will proceed and an evaluation of any
amended terms, MEC is in the process of reconsidering whether to
sell certain of the assets originally identified for disposition
under the MEC Debt Elimination Plan.

As a result, MEC has needed and will again need to seek extensions
from existing lenders and additional funds in the short-term from
one or more possible sources, which may include the Company. The
availability of such extensions and additional funds is not
assured and, if available, the terms thereof are not yet
determinable. These unaudited interim consolidated financial
statements do not give effect to any adjustments to recorded
amounts and their classification which would be necessary should
MEC be unable to continue as a going concern and, therefore, be
required to realize its assets and discharge its liabilities in
other than the normal course of business and at amounts different
from those reflected in the unaudited interim consolidated
financial statements.

The uncertainty regarding MEC's ability to continue as a going
concern does not impact the realization of the Company's assets
and discharge of its liabilities in the normal course of its real
estate business. MID's real estate business has not guaranteed any
of MEC's indebtedness.

MEC's racing business is seasonal in nature and racing revenues
and operating results for any quarter will not be indicative of
the racing revenues and operating results for the year. MEC's
racing operations have historically operated at a loss in the
second half of the year, with the third quarter typically
generating the largest operating loss. This seasonality has
resulted in large quarterly fluctuations in MEC's revenues and
operating results.

                           About MID

MID -- http://www.midevelopments.com/--  is a real estate    
operating company focusing primarily on the ownership, leasing,
management, acquisition and development of a predominantly
industrial rental portfolio for Magna and its subsidiaries in
North America and Europe.  MID also acquires land that it intends
to develop for mixed-use and residential projects.  MID holds a
controlling interest in MEC, North America's number one owner and
operator of horse racetracks, based on revenue, and one of the
world's leading suppliers, via simulcasting, of live horse racing
content to the growing inter-track, off-track and account wagering
markets.

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(Nasdaq: MECA)(TSX: MEC.A) --
http://www.magnaentertainment.com/          
-- acquires, develops, owns and operates horse racetracks and
related pari-mutuel wagering operations, including off-track
betting facilities.  The company also develops, owns and operates
casinos in conjunction with its racetracks where permitted by law.


MAGNA ENTERTAINMENT: Obtains Waiver for Unit's Credit Facilities
----------------------------------------------------------------
Two of Magna Entertainment Corp.'s wholly-owned subsidiaries that
own and operate Pimlico Race Course and Laurel Park had borrowings
of $9.0 million outstanding at June 30, 2008 under term loan
credit facilities with a U.S. financial institution. At June 30,
2008, MEC was not in compliance with one of the financial
covenants contained in those credit agreements. MEC obtained a
waiver from the lender on August 5, 2008 for this financial
covenant breach at June 30, 2008 and the loan facilities were
amended to temporarily modify this financial covenant as at
September 30, 2008.

One of these MEC subsidiaries, Pimlico Racing Association, Inc.,
has a revolving term loan facility with the same U.S. financial
institution that permits the prepayment of outstanding principal
without penalty. This facility matures on December 1, 2013, bears
interest at either the U.S. prime rate or LIBOR plus 2.6% per
annum and is collateralized by deeds of trust on land, buildings
and improvements and security interests in all other assets of the
subsidiary and certain affiliates of The Maryland Jockey Club. At
June 30, 2008, there were no drawings on this facility.

On August 5, 2008, the revolving term loan facility was amended to  
reduce the maximum undrawn availability from $7.7 million to $4.5
million.


Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(Nasdaq: MECA)(TSX: MEC.A) --
http://www.magnaentertainment.com/          
-- acquires, develops, owns and operates horse racetracks and
related pari-mutuel wagering operations, including off-track
betting facilities.  The company also develops, owns and operates
casinos in conjunction with its racetracks where permitted by law.


MCMORAN EXPLORATION: S&P Cuts $300MM Unsecured Notes to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
and revised its recovery rating on McMoRan Exploration Co.'s $300
million unsecured notes to 'B-' (the same as the corporate credit
rating) from 'CCC+'. S&P revised the recovery rating to '3' from
'5'.

The '3' recovery rating indicates an expectation for meaningful
recovery (50% to 70%) in the event of a payment default. (For the
complete recovery analysis, see Standard & Poor's recovery report,
to be published immediately after release of this report.)

The changes are in response to McMoRan's updated mid-year reserve
report for 2008, as well as S&P's raised pricing assumptions.


MERRILL LYNCH: Moody's Cuts Ratings on 83 Tranches
--------------------------------------------------
Moody's Investors Service has downgraded the ratings of 83
tranches from 8 Alt-A transactions issued by Merrill Lynch.  Ten
tranches remain on review for further possible downgrade.
Additionally, 4 senior tranches were confirmed at Aaa.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, Alt-A mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  
Certain tranches were confirmed due to additional enhancement
provided by structural features.  The actions described below are
a result of Moody's on-going review process.

Complete rating actions are:

Issuer: Merrill Lynch Alternative Note Asset Trust, Series 2007-A1

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

  -- Cl. A-2A, Downgraded to Ba3 from Aaa
  -- Cl. A-2B, Downgraded to B2 from Aaa
  -- Cl. A-2C, Downgraded to B2 from Aaa

  -- Cl. A-2D, Downgraded to Caa1 from Aaa; Placed Under Review
     for further Possible Downgrade

  -- Cl. A-3, Downgraded to B1 from Aaa
  -- Cl. M-1, Downgraded to Ca from B3
  -- Cl. M-2, Downgraded to Ca from B3
  -- Cl. M-3, Downgraded to Ca from B3
  -- Cl. M-4, Downgraded to Ca from Caa1

Issuer: Merrill Lynch Alternative Note Asset Trust, Series 2007-A2

  -- Cl. A-1, Downgraded to B3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2A, Downgraded to Baa1 from Aaa
  -- Cl. A-2B, Downgraded to Caa1 from Aaa; Placed Under Review
     for further Possible Downgrade

  -- Cl. A-3A, Downgraded to B2 from Aaa
  -- Cl. A-3B, Downgraded to B3 from Aaa
  -- Cl. A-3C, Downgraded to B3 from Aaa
  -- Cl. A-3D, Downgraded to Caa2 from Aaa; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-1, Downgraded to Ca from B3
  -- Cl. M-2, Downgraded to Ca from B3
  -- Cl. M-3, Downgraded to Ca from B3

Issuer: Merrill Lynch Alternative Note Asset Trust, Series 2007-A3

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

  -- Cl. A-2A, Downgraded to B2 from Aaa
  -- Cl. A-2B, Downgraded to B3 from Aaa
  -- Cl. A-2C, Downgraded to B3 from Aaa
  -- Cl. A-2D, Downgraded to Caa1 from Aaa; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-1, Downgraded to Ca from B2
  -- Cl. M-2, Downgraded to Ca from B3
  -- Cl. M-3, Downgraded to Ca from B3
  -- Cl. M-4, Downgraded to Ca from B3

Issuer: Merrill Lynch Alternative Note Asset Trust, Series 2007-F1

  -- Cl. 1-A1, Downgraded to A2 from Aaa
  -- Cl. 1-A2, Downgraded to A2 from Aaa
  -- Cl. PO, Downgraded to A2 from Aaa
  -- Cl. IO-1, Downgraded to A2 from Aaa
  -- Cl. 2-A6, Downgraded to A2 from Aaa
  -- Cl. 2-A3, Downgraded to A3 from Aaa
  -- Cl. 2-A4, Downgraded to A3 from Aaa
  -- Cl. 2-A5, Downgraded to A3 from Aaa
  -- Cl. 2-A7, Downgraded to A3 from Aaa
  -- Cl. 2-A8, Downgraded to A3 from Aaa
  -- Cl. 2-A9, Downgraded to A3 from Aaa
  -- Cl. 2-A10, Downgraded to Baa1 from Aaa
  -- Cl. 2-A1, Confirmed at Aaa
  -- Cl. 2-A2, Confirmed at Aaa
  -- Cl. IO-2, Confirmed at Aaa

Issuer: Merrill Lynch Mortgage Investors Trust 2006-A1

  -- Cl. I-A2, Downgraded to Ba2 from Aaa
  -- Cl. II-A2, Downgraded to Ba2 from Aaa

Issuer: Merrill Lynch Mortgage Investors Trust 2006-A4

  -- Cl. I-A, Downgraded to Baa3 from Aaa
  -- Cl. II-A, Downgraded to Baa3 from Aaa
  -- Cl. III-A-2, Downgraded to Ba1 from Aaa
  -- Cl. IV-A-1, Confirmed at Aaa
  -- Cl. IV-A-2, Downgraded to Ba1 from Aaa
  -- Cl. V-A, Downgraded to Ba1 from Aaa
  -- Cl. X-A, Downgraded to Baa3 from Aaa
  -- Cl. M-1, Downgraded to B3 from B2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Ca from B3

Issuer: Merrill Lynch Mortgage Investors Trust 2007-AF1

  -- Cl. F-IO, Downgraded to Aa3 from Aaa
  -- Cl. F-PO, Downgraded to Ba2 from Aaa
  -- Cl. 1AF-1, Downgraded to Ba2 from Aaa
  -- Cl. 1AF-2, Downgraded to Ba2 from Aaa
  -- Cl. 1AF-3, Downgraded to Ba2 from Aaa
  -- Cl. 1AF-4, Downgraded to Aa3 from Aaa
  -- Cl. 1AF-5, Downgraded to Ba3 from Aaa
  -- Cl. 1AF-6, Downgraded to Aa3 from Aaa
  -- Cl. 1AF-7, Downgraded to Ba3 from Aaa
  -- Cl. 1AF-8, Downgraded to Ba2 from Aaa
  -- Cl. 1AF-9, Downgraded to Ba2 from Aaa
  -- Cl. 1AF-10, Downgraded to Aa3 from Aaa
  -- Cl. 1AF-11, Downgraded to Ba3 from Aaa
  -- Cl. 1AF-12, Downgraded to Aa3 from Aaa
  -- Cl. 2AF-1, Downgraded to Aa3 from Aaa
  -- Cl. 2AF-2, Downgraded to Ba3 from Aaa
  -- Cl. AV-1, Downgraded to A1 from Aaa
  -- Cl. AV-IO, Downgraded to A1 from Aaa
  -- Cl. AV-2, Downgraded to B1 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. MV-1, Downgraded to Ca from B1

Issuer: Merrill Lynch Mortgage Investors Trust Series 2006-AF1

  -- Cl. AF-1, Downgraded to Baa1 from Aaa
  -- Cl. AF-2A, Downgraded to Baa1 from Aaa
  -- Cl. AF-2B, Downgraded to Baa1 from Aaa
  -- Cl. AF-2C, Downgraded to Baa1 from Aaa
  -- Cl. AF-3A, Downgraded to Baa1 from Aaa
  -- Cl. AF-3B, Downgraded to Baa1 from Aaa
  -- Cl. IO, Downgraded to Baa1 from Aaa
  -- Cl. PO, Downgraded to Baa1 from Aaa
  -- Cl. MV-2, Downgraded to Baa2 from A2
  -- Cl. MV-3, Downgraded to B2 from Ba1
  -- Cl. MF-1, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. MF-2, Downgraded to Ca from B1


MGM MIRAGE: Fitch Affirms 'BB-' IDR; Revises Outlook to Negative
----------------------------------------------------------------
Fitch Ratings has affirmed MGM MIRAGE's ratings and revised its
Outlook to Negative from Stable.

The revision to a Negative Outlook reflects the balance sheet
impact of continuing to fund CityCenter construction, uncertainty
regarding the ability to secure full commitments for the planned
$3 billion CityCenter credit facility, the weak gaming operating
environment that is expected to continue, and reduced tolerance
for leverage and coverage metrics that are inconsistent with 'BB'
rated credit averages.

Potential Drivers to Rating or Outlook Change:

A downgrade of MGM's IDR to 'BB-' or a return to a Stable Outlook
will likely be based on credit events that unfold over upcoming
months including:

  -- The completion of the CityCenter financing and an
     understanding of final terms and impact on MGM's balance
     sheet;

  -- The gaming operating environment, particularly in Las Vegas;

  -- Capital allocation decisions given the potential for
     significant upcoming free cash flow generation;

  -- Trends regarding CityCenter's residential sales proceeds
     including potential cancellations or increases in demand.

CityCenter Funding

MGM and joint venture partner Dubai World plan to secure a
$3 billion credit facility to fund a portion of the remaining
$5 billion left to be spent on the $9 billion CityCenter project.  
At this point, MGM has indicated that it has received firm
commitments for $1.65 billion of the CityCenter credit facility
from its lead banks and some additional commitments from other
banks.  MGM expects to complete the financing in the current
quarter.  Due to credit market conditions, Fitch believes there is
risk to securing full commitments, which could increase the amount
of funding commitments to the JV partners.  Currently, MGM and
Dubai World are funding $100 million each per month and are
committed to funding the remaining $2 billion in project costs,
some of which could be covered by residential sales proceeds
and/or additional JV debt.

Operating Environment:

The gaming operating environment is weak; MGM reported that
comparable property EBITDA declined 12% and LV Strip RevPAR
dropped 5% in second-quarter 2008, which was largely consistent
with soft Q1'08 results.  Fitch expects the poor operating
environment to continue as consumer spending patterns remain weak.  
Las Vegas trends are likely to remain soft, as high gas prices
reduce drive-in traffic and airline capacity cuts reduce
visitation.  Visitor volumes are flat and market-wide gaming
revenues on the LV Strip are down 5.6% year-to-date through May,
while airline passenger traffic has declined 3.2% YTD June.

While Fitch's 2008 expectations had incorporated a weakening
gaming operating environment largely due to macroeconomic concerns
causing pressure on consumer spending, actual results thus far are
somewhat worse than original expectations.  Since industry trends
and financial results are reflecting somewhat higher economic
sensitivity and more volatility than anticipated, Fitch believes
the industry's business risk level has increased.  As a result,
Fitch has reduced its tolerance for leverage and coverage metrics
of gaming operators that are inconsistent with the levels of
similarly-rated issuers.

Capital Allocation and Credit Protection Measures:

In addition, the Negative Outlook reflects MGM's recent capital
allocation decisions in the context of a pressured operating
environment and difficult credit market conditions that have been
detrimental to the credit profile.  Despite the weakening
operating environment, substantial CityCenter funding needs, and
$1.28 billion of debt maturities in 2009, MGM repurchased
$1.2 billion of stock this year following $652 million in Q4'07.   
MGM received a $2.47 billion cash distribution from the
CityCenter/Dubai World JV transaction in Q4'07, so a significant
portion of that amount was returned to shareholders in lieu of
improving credit protection measures.

With leverage that could approach the 6 times range in the near
term and coverage in the mid-2x range on a Fitch-adjusted basis,
MGM's credit metrics are more consistent with lower-rated credits.  
However, Fitch believes the attractive business risk/qualitative
risk profile somewhat offsets the higher financial
risk/quantitative risk profile relative to similarly rated
issuers.  That said, the amount of 'cushion' Fitch incorporates
into MGM's IDR is reduced and will be considered within the
context of the Negative Outlook.  MGM has sustained leverage and
coverage metrics that are inconsistent with 'BB' rated issuers
since the Mandalay acquisition in 2005.

Credit Support:

Positively, MGM's 'BB' IDR continues to be supported by a high-
quality asset portfolio that includes both operating properties
and excess real estate; a dominant competitive position on the LV
Strip fueled by its commitment to capital reinvestment in its
properties; an attractive capital spending outlook due to its
limited wholly-owned, near-term project development plans; and a
solid management team.

MGM is poised to generate a significant amount of free cash flow
from current operations.  The company completed the Detroit
permanent facility last year, which was its last large-scale,
wholly-owned development under construction. Fitch believes the
MGM Grand Atlantic City project will not move forward
substantially until the credit and operating environment improve.  
MGM will complete some other property-level projects that will
contribute to total capital expenditures of roughly $800 million
in 2008, including maintenance capex.  Given the operating
environment, MGM will likely spend primarily on strict maintenance
capital items in the near term and result in 2009 capex well below
2008.

As a result, although cash from operations is likely to be
pressured by the operating environment, MGM's reduced capital
spending profile should enable it to generate increasing FCF in
upcoming quarters.  It will likely use the FCF to fund CityCenter
contributions, but Fitch will monitor the use of FCF relative to
the company's liquidity.  As of June 30, MGM had $280 million in
cash and $1.7 billion available on its credit facility, which was
reduced to $1.5 billion after paying a $196 million debt maturity
in August.  MGM has funding requirements for CityCenter and
upcoming maturities of $226 million in July 2009 and $1.05 billion
in October 2009.

Fitch has affirmed MGM's ratings as:

  -- Issuer Default Rating 'BB';
  -- Senior credit facility 'BB';
  -- Senior notes 'BB';
  -- Senior subordinated notes 'B+'.


MI DEVELOPMENTS: Provides Update on Shakeup Plan, MEC Review
------------------------------------------------------------
On March 31, 2008, MI Developments, Inc. received a reorganization
proposal on behalf of various shareholders of MID, including
entities affiliated with the Stronach Trust, MID's controlling
shareholder.  The principal components of the reorganization
proposal are set out in MID's press release dated March 31, 2008,
which can be found at http://www.midevelopments.comand  
http://www.sedar.com.  

MID's Board of Directors mandated a special committee of
independent directors to review the proposal and make
recommendations to the Board.

The proposal contemplated MID calling by May 30, 2008 a special
meeting of shareholders to consider the reorganization and closing
the transaction no later than July 30, 2008. On May 30, 2008, MID
called a special meeting of shareholders for July 24, 2008.

In early June 2008, at the direction of the MID Special Committee,
MID management commenced discussions with a number of MID Class A
shareholders, including those shareholders (owning in aggregate
more than 50% of the outstanding Class A Subordinate Voting
Shares) that supported the original reorganization proposal
announced on March 31, 2008. The discussions are intended to
develop a consensus on how to best amend and structure the
proposed reorganization. As a result of these discussions, on June
27, 2008, MID announced that the special meeting discussed above
was being postponed.

Given that no consensus has yet been reached with respect to
amending the reorganization proposal, MID intends to continue to
explore a range of alternatives in respect of its Magna
Entertainment Corp. investment. These alternatives include,
without limitation, examining an amended reorganization proposal
and evaluating whether or to what extent MID might participate in
a recapitalization or restructuring of MEC. MID is not subject to
any restrictions regarding future investments in MEC.

Any potential transactions with MEC would be subject to review by
the MID Special Committee and the approval of the MID Board.
Neither the MID Special Committee nor the MID Board has made any
decisions or recommendations with respect to the reorganization
proposal or any other transaction relating to MEC. There can be no
assurance that the transaction contemplated by the reorganization
proposal, or any other transaction relating to MEC, will be
completed.

The unaudited interim consolidated financial statements do not
reflect any adjustments that may be required should the
reorganization proposal, or any other transaction relating to MEC,
be completed.

At June 30, 2008, $4.3 million of advisory and other costs had
been incurred in connection with the reorganization proposal,
which costs are included in the Real Estate Business' "general and
administrative expenses" on the Company's unaudited interim
consolidated statements of income (loss) for the three and six
months ended June 30, 2008.

The participation by MID in a recapitalization or restructuring of
MEC could result in a  significant increase in the Company's
financial leverage, change the risk profile of the Real Estate
Business and/or limit its financial flexibility to take advantage
of certain investment opportunities. In addition, if the Real
Estate Business' funded debt were to exceed 40% of its total
capitalization as a result of these changes, the Company might be
required to repay the Debentures and potentially pay a prepayment
premium determined in accordance with the terms of the applicable
trust indenture, as described in the annual consolidated financial
statements for the year ended December 31, 2007.

                           About MID

MID -- http://www.midevelopments.com/--  is a real estate    
operating company focusing primarily on the ownership, leasing,
management, acquisition and development of a predominantly
industrial rental portfolio for Magna and its subsidiaries in
North America and Europe.  MID also acquires land that it intends
to develop for mixed-use and residential projects.  MID holds a
controlling interest in MEC, North America's number one owner and
operator of horse racetracks, based on revenue, and one of the
world's leading suppliers, via simulcasting, of live horse racing
content to the growing inter-track, off-track and account wagering
markets.


MISSISSIPPI INVESTORS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Lead Debtor: Mississippi Investors VII, LLC
             409 M.P. Parker Rd.
             McHenry, MS 39561
             Tel: (228) 432-8123

Bankruptcy Case No.: 08-51300

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Mississippi Investors VIII, LLC            08-51301
        Mississippi Investors X, LLC               08-51302
        Mississippi Investors XIV, LLC             08-51303

Chapter 11 Petition Date: August 6, 2008

Court: Southern District of Mississippi (Gulfport)

Debtor's Counsel: Robert Alan Byrd, Esq.
                     Email: rab@byrdwiser.com
                  Byrd & Wiser
                  P.O. Box 1939
                  Biloxi, MS 39533
                  Tel: (228) 432-8123
                  Fax: (228) 432-7029
                  http://www.byrdwiser.com/

Mississippi Investors VII, LLC's Financial Condition:

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

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

The Debtors did not file list of their largest unsecured
creditors.


MONEYGRAM INT'L: June 30 Balance Sheet Upside-Down by $885.7MM
--------------------------------------------------------------
MoneyGram International Inc. disclosed Thursday its preliminary
financial results for the second quarter ended June 30, 2008.  
The second quarter 2008 financial results are preliminary as the
company is finalizing the market valuation of embedded derivatives
within the Series B Preferred Stock agreements.

MoneyGram International Inc.'s consolidated balance sheet at
June 30, 2008, showed $7.78 billion in total assets, $7.93 billion
in total liabilities, and $738.5 million in total mezzanine
equity, resulting in a $885.7 million shareholders' deficit.

Following are significant items affecting operating results during
the second quarter of 2008:

  -- Fee and other revenue increased 21 percent to $281.9 million
     in the second quarter of 2008 from $232.5 million in the
     second quarter of 2007, driven by continued growth in money
     transfer transaction (including bill payment) volume.

  -- Global Funds Transfer segment fee and other revenue grew 22
     percent in the second quarter of 2008, driven by 23 percent
     growth in money transfer transaction revenue and 19 percent
     growth in money transfer transaction (including bill payment)     
     volume.

  -- The company recorded $30.3 million of net securities losses
     including market-to-market losses in auction rate securities   
     and other-than-temporary impairments on other asset-backed
     securities.  The recapitalization on March 25, 2008, included
     funds to cover these losses.

  -- Investment commissions expense reflects a gain of
     $29.3 million from increases in the fair value of swaps.  All
     swaps were terminated in the second quarter.

  -- EBITDA and Adjusted EBITDA (EBITDA adjusted for net
     securities losses, swap termination, and severance costs)
     were $39.5 million and $58.2 million in the second quarter of
     2008 compared to $68.8 million and $69.2 million in the
     second quarter of 2007.
    
  -- Interest expense increased to $24.0 million in the second
     quarter of 2008 from $2.0 million in 2007 due to higher
     outstanding debt as a result of the recapitalization   
     completed in March 2008, partially offset by a $4.2 million
     gain from increases in the fair value of swaps.
    
  -- Expenses include $17.7 million of executive severance and
     related costs.

  -- Net loss of $16.0 million as a result of the aforementioned
     items.

Anthony Ryan, executive vice president and chief operating officer
said, "I want to thank our employees for their efforts and
contributions during the second quarter as we continued to execute
our purpose; to help people and businesses by providing
affordable, reliable, and convenient payment services.  We were
able to complete another strong quarter in the money transfer
business complemented by exceptional growth in our agent network
further demonstrating the global growth opportunity ahead of us."

Mr. Ryan continued, "While we reported a net loss, we measure our
financial performance based on certain cash flow metrics,
including EBITDA, which was very strong in the second quarter
despite the decrease in investment revenue as a result of our
newly adopted investment policy and the repositioning of the
investment portfolio.  Our strong cash flow will support capital
spending to rapidly grow our agent network and to invest in the
infrastructure to support our 2008 growth plans."

Total revenue for the Global Funds Transfer segment is comprised
primarily of fees on money transfers, as well as fees on retail
money orders and bill payment products, investment revenue and
securities gains and losses.  Total revenue increased
$25.2 million, or 10 percent, in the second quarter of 2008 over
the second quarter of 2007, despite an $18.9 million decrease in
investment revenue and net securities losses of $4.6 million that
were recorded from the investment portfolio and allocated to this
segment.  Excluding net securities losses, total segment revenue
increased 12 percent.

Total fee and other revenue for the Global Funds Transfer segment
increased $48.7 million, or 22 percent, in the second quarter of
2008 over the second quarter of 2007, and continues to be driven
by the growth in the money transfer business.  Money transfer fee
and other revenue (including bill payment) grew 23 percent while
money transfer transaction volume (including bill payment)
increased 19 percent in the second quarter of 2008 as a result of
network expansion and targeted pricing initiatives.  The higher
revenue growth rate versus transaction volume growth is due to
changes in product mix (money transfer versus bill payment) and
the Euro exchange rate.

Domestic originated transactions (including bill payment), which
contribute lower revenue per transaction, increased 20 percent, in
the second quarter of 2008, compared to the second quarter of
2007, while internationally originated transactions (outside of
North America) increased at a rate of 23 percent from the prior
year.  Transaction volume to Mexico grew 3 percent in the second
quarter of 2008 over the second quarter of 2007, above the market
pace as reported by the Banco de Mexico.

The growth in money transfer continues to reflect the company's
strategy of providing consumer choice through network expansion.
The money transfer agent base expanded 26 percent, to about
157,000 locations, in the second quarter of 2008 over the second
quarter of 2007, primarily due to increases in international agent
locations.

Fee and other revenue for retail money order for the second
quarter of 2008 increased 13 percent primarily due to the
acquisition of Property Bridge, which closed in October 2007.
Money order fees were down approximately 4% compared to the second
quarter of 2007, consistent with the decline in volume.  The
decline in volume is expected to continue.

Investment revenue in Global Funds Transfer decreased 78 percent
in the second quarter of 2008 compared to the second quarter of
2007, reflecting lower yields from the realignment of the
investment portfolio away from asset-backed securities into highly
liquid assets.

Commissions expense in the second quarter of 2008 increased 22
percent compared to the same period in 2007, primarily driven by
higher money transfer transaction volume, tiered commission rates
paid to certain agents and increases in the Euro exchange rate.
Higher money transfer transaction volumes increased fee
commissions expense by $20.2 million, while higher average
commissions per transaction, primarily from tiered commissions,
increased commissions by $4.8 million.

Operating income of $30.6 million and operating margin of 11.2
percent for the second quarter of 2008 reflects lower investment
revenue, as well as the net securities losses of $4.6 million.
Excluding net securities losses, operating income was
$35.2 million and operating margin was 12.7 percent for the second
quarter of 2008.

Total revenue includes investment revenue, net securities gains
and losses, per-item fees charged to official check financial
institution customers and fees earned on the rebate processing
business.  The net revenue in the Payment Systems segment of
$18.5 million in the second quarter of 2008 reflects the net
securities losses of $25.7 million that were recorded in the
investment portfolio and allocated to this segment.  In addition,
investment revenue decreased $47.6 million, or 62 percent, in the
second quarter of 2008 due to the substantial decrease in
investment balances and lower yields earned.

In the first quarter of 2008, MoneyGram initiated a restructuring
of the official check business by changing the commission
structure and exiting certain large customer relationships.  The
company has termination agreements with nine of its top ten
financial institutions and anticipates the balances associated
with these institutions will runoff over twelve to eighteen
months.  At the end of April, the company re-priced the commission
rate paid to a substantial majority of its other official check
financial institution customers.  The new lower commission rates
took effect mostly on June 1 and the remainder on July 1.

Commission expense decreased 108 percent in the second quarter of
2008, compared to the second quarter of 2007, reflecting a
$29.3 million increase in the fair value of swaps and a lower
interest rate environment.

                Capital Transaction, Unrestricted
                  Assets, Interest and Dividends

As previously disclosed, MoneyGram completed a capital transaction
on March 25, 2008, pursuant to which the company received
$1.5 billion of gross equity and debt capital to support the long-
term needs of the business and provide necessary capital due to
investment portfolio losses.  The equity component consisted of a
$767.5 million private placement of participating convertible
preferred stock.  The debt component consisted of the issuance of
$500.0 million of senior secured second lien notes with a ten year
maturity.  MoneyGram also entered into a senior secured amended
and restated credit agreement amending the company's existing
$350.0 million debt facility to increase the facility by
$250.0 million to a total facility size of $600.0 million.  The
new facility includes $350.0 million in two term loan tranches and
a $250.0 million revolving credit facility.  The company has
availability under the revolving facility of approximately
$100.0 million.

The net proceeds of the capital transaction were invested in cash
and cash equivalents to supplement unrestricted assets, which
stood at $348.6 million at the end of the second quarter of 2008.
Under the terms of the equity instruments and debt issued in
connection with the capital transaction, the company has a limited
ability to pay common stock dividends and, therefore, does not
anticipate declaring any common stock dividends for the
foreseeable future.

In the second quarter of 2008 the company elected to pay cash
interest on the $500.0 million of senior secured second lien notes
and pay-in-kind dividends on the $767.5 million in participating
convertible preferred stock.

             Preliminary Second Quarter 2008 Results

MoneyGram will be bifurcating embedded derivatives contained in
its Series B Preferred Stock.  The company will recognize a
liability equal to the fair value of the embedded derivatives,
with a corresponding reduction in the value of the Series B Stock
recognized in "Mezzanine equity" in the consolidated balance
sheets when it files its 10-Q for the quarter ended June 30, 2008.

The company is finalizing the value of this embedded derivative;
however, the preliminary fair value estimate of the liability is
approximately $25.0 million as of June 30, 2008.  The change in
the fair value during the second quarter is estimated to be
approximately $12.0 million and will be reflected as a gain in the
company's second quarter consolidated statements of (loss) income
when it files its quarterly report on Form 10-Q for the quarter
ended June 30, 2008.  

The company and the investors expect to enter into a separate
binding agreement that clarifies the provisions of the Series B
Preferred Stock that give rise to the embedded derivatives.  This
agreement when finalized, is expected to allow the company to
eliminate the option liability and the fair value accounting in
the third quarter of 2008.

A full-text copy of the company's press release reporting
financial results for its second quarter ended June 30, 2008, is
available for free at http://researcharchives.com/t/s?308e

                  About MoneyGram International

Headquartered in Minneapolis, Minnesota, MoneyGram International
Inc. (NYSE: MGI) -- http://www.moneygram.com/-- is a global  
payment services company.  The company's major products and
services include global money transfers, money orders and payment
processing solutions for financial institutions and retail
customers.  MoneyGram is a New York Stock Exchange listed company
with approximately 157,000 global money transfer agent locations
in 180 countries and territories.

                          *     *     *

As reported in the Troubled Company Reporter on April 22, 2008,
Moody's Investors Service confirmed MoneyGram International's B1
corporate family rating with a negative rating outlook.  This
rating confirmation concludes the review for further possible
downgrade initiated on Oct. 18, 2007, which was prompted by the
company's statement that it had experienced losses to its
investment portfolio as a result of the illiquidity in the market
for subprime asset backed securities and CDO's.


MOUNTAIN RIVER: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mountain River Lodge LLC

Bankruptcy Case No.: 08-13160

Chapter 11 Petition Date: Aug. 7, 2008

Court: Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: Allan L Galbraith, Esq.
                  Davis Arneil Law Firm LLP
                  617 Washington Street
                  Wenatchee, WA 98801
                  Tel: (509) 662-3551
                  Fax : 509-662-9074
                  Email: allan@dadkp.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of Mountain River Lodge, LLC's list of 11 largest unsecured
creditorsis available for free at:

      http://bankrupt.com/misc/waeb08-03160.pdf


MULBERRY STREET: Fitch Downgrades Ratings on Three Note Classes
---------------------------------------------------------------
Fitch downgraded and removed from Rating Watch Negative three
classes of notes issued by Mulberry Street CDO Ltd./Corp.  These
rating actions are effective immediately:

  -- $32,141,153 class A-1B notes to 'CCC' from 'B';
  -- $52,500,000 class A-2 notes to 'CC' from 'CCC';
  -- $31,192,169 class B note to 'C' from 'CC';
  -- $5,596,820 class C notes remain at 'C'.

The downgrades are a result of collateral deterioration within the
portfolio, specifically in subprime residential mortgage-backed
securities, Alternative-A RMBS, and structured finance
collateralized debt obligations with underlying exposure to
subprime RMBS.

Mulberry Street is a cash flow SF CDO that closed on Dec. 18, 2002
and is managed by Clinton Group, Inc.  Presently 23.4% of the
portfolio is comprised of 2005, 2006 and 2007 vintage U.S.
subprime RMBS, 5.0% consists of 2005 through 2007 vintage U.S. SF
CDOs and 5.8% is comprised of 2005 through 2007 vintage U.S. Alt-A
RMBS.

Since Fitch's last review of Mulberry Street on Nov. 21, 2007,
approximately 35.6% of the portfolio has been downgraded and 13.0%
of the portfolio currently on Rating Watch Negative.  40.8% of the
portfolio is now rated below investment grade, with 28.6% being
rated 'CCC+' and below.  The negative credit migration experienced
since the last review has resulted in the weighted average rating
factor deteriorating to 25.7 as of the June 5, 2008 trustee
report, from 13.5, breaching its covenant of 17.0.

The collateral deterioration has caused the A-1
overcollateralization ratio to decline to 104.7%, as of the
June 5, 2008 trustee report, relative to a trigger of 118%,
causing interest proceeds to be diverted to redeem the class A-1A
and A-1B notes pro rata after paying class A-2 current interest.  
Furthermore, an event of default will be deemed to have occurred
if the A-1 OC ratio falls below 102%.  Upon the occurrence of an
event of default, and subject to the approval of the majority of
the class A-1 note holders, all principal and interest proceeds
will be redirected to repay the A-1A and A-1B notes on a pro rata
basis, after paying class A-1A and A-1B current interest.

The rating of the A-1A notes was withdrawn on June 26, 2008 after
Fitch withdrew its rating of MBIA Inc.  The 'CCC' and 'CC' ratings
assigned to the class A-1B and A-2 notes, respectively, reflect
the increased likelihood of an event of default occurring, based
on the current A-1 OC ratio, and the expected principal and
interest payments to be received thereafter.  Since June 2008 and
December 2007, payment of interest to the class B and C notes,
respectively, has been made in kind by writing up the principal
balance of each class by the amount of interest owed.  Fitch does
not currently expect the class B and C notes to receive any
payments going forward, irrespective of the occurrence of an event
of default.

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


NATIONAL CENTURY: Execs Sentenced in $3BB Securities Fraud Scheme
-----------------------------------------------------------------
Four former National Century Financial Enterprises (NCFE)
executives have been sentenced for their roles in a scheme to
deceive investors about the financial health of NCFE, Acting
Assistant Attorney General Matthew Friedrich and U.S. Attorney
Gregory G. Lockhart of the Southern District of Ohio announced.

NCFE, formerly based in Dublin, Ohio, was one of the largest
healthcare finance companies in the United States until it filed
for bankruptcy in November 2002.

Donald H. Ayers, 72, of Fort Myers, Fla., NCFE vice chairman,
chief operating officer, director and owner of the company, was
sentenced on Aug. 6, 2008, to 15 years in prison for conspiracy,
securities fraud and money laundering.

Randolph H. Speer, 57, of Peachtree City, Ga., NCFE's chief
financial officer, was sentenced on Aug. 6, 2008, to 12 years in
prison for conspiracy, securities fraud, wire fraud and money
laundering.

Roger S. Faulkenberry, 47, of Dublin, a senior executive
responsible for raising money from investors, was sentenced on
Aug. 7, 2008, to ten years in prison for conspiracy, securities
fraud, wire fraud and money laundering.

James E. Dierker, 40, of Powell, Ohio, associate director of
marketing and vice president of client development, was sentenced
on Aug. 7, 2008, to five years in prison for conspiracy and money
laundering.

Rebecca S. Parrett, 59, of Carefree, Ariz., an NCFE vice chairman,
secretary, treasurer, director and owner of the company, became a
fugitive following the March 2008 jury verdict. She faces a
maximum penalty of 75 years in prison and $2.5 million in fines.

U.S. District Court Judge Algenon Marbley also ordered the
defendants to forfeit $1.7 billion of property representing the
proceeds of the conspiracy and to pay restitution of $2.3 billion.

"In a scheme which lasted for years, these defendants purposely
misled the investing public about National Century, its financial
health, and the way in which it did business," said Acting
Assistant Attorney General Matthew Friedrich. "When the facade
collapsed and National Century filed for bankruptcy, investors
were left holding the bag for billions of dollars in losses. The
sentences handed down in this case justly reflect the gravity of
the offenses."

"These sentences mark the end of a nearly six-year march to
justice for the architects of the financial house of cards known
as National Century," said Gregory G. Lockhart, U.S. Attorney for
the Southern District of Ohio. "These crimes touched hundreds of
thousands of Americans if they participated in a pension that
invested in National Century, or had money in any of the financial
institutions who bought securities from National Century."

"Unfortunately today's sentencing does not immediately restore
investor confidence or offer complete financial restitution for
the victims of one of the largest corporate fraud investigations,"
said Assistant Director Kenneth W. Kaiser of the FBI Criminal
Investigative Division. "The FBI and our law enforcement and
regulatory partners will do whatever it takes so that no company,
in small town America or major metropolitan cities alike,
misrepresents their financial health and defrauds investors."

"The IRS, along with our law enforcement partners, will vigorously
pursue corporate officers who victimize their investors and
violate the public trust," said Internal Revenue Service (IRS)
Chief of the Criminal Investigation Division Eileen Mayer.

"[The] sentence demonstrates the government's determination to
restore and ensure that trust."

Evidence was presented at trial in February 2008 that the
defendants engaged in a scheme to deceive investors and rating
agencies about the financial health of NCFE and how investor
monies would be used. Between May 1998 and May 2001, NCFE sold
notes to investors with a combined value of $4.4 billion, which
evidence showed were actually worth approximately six cents on the
dollar at the time of NCFE's bankruptcy in November 2002.
Court documents show that NCFE presented a business model to
investors and rating agencies that called for NCFE to purchase
high-quality accounts receivable from healthcare providers using
money NCFE obtained through the sale of asset-backed notes to
institutional investors. Evidence at trial showed that the
defendants knew that the business model NCFE presented to the
investing public differed drastically from the way NCFE did
business within its own walls and that NCFE was making up the
information contained in monthly investor reports to make it
appear as though NCFE was in compliance with its own governing
documents.

Messers. Ayers, Speer, Faulkenberry, Dierker and Ms. Parrett were
five of eight individuals indicted in the case in July 2007. Lance
K. Poulsen was severed from the other defendants following his
arrest on obstruction of justice charges on Oct. 18, 2007. He will
be sentenced on the obstruction of justice charges on Aug. 8,
2008. Mr. Poulsen's trial on conspiracy, securities fraud, wire
fraud, mail fraud and money laundering charges is scheduled to
begin Oct. 1, 2008.

James K. Happ, a certified public accountant and former executive
vice president for servicer operations will face charges of
conspiracy and wire fraud at trial scheduled to begin Dec. 1,
2008. Jon A. Beacham, who was responsible for raising money from
investors through the sale of notes, pleaded guilty to conspiracy
and securities fraud on July 13, 2007, and awaits sentencing.
The case was prosecuted by Assistant U.S. Attorney Douglas Squires
of the Southern District of Ohio, Senior Litigation Counsel
Kathleen McGovern and Trial Attorney Wes R. Porter of the Criminal
Division's Fraud Section, with assistance from Fraud Section
Paralegal Specialists Crystal Curry and Sarah Marberg. The
investigation was conducted by FBI agents Matt Daly, Ingrid
Schmidt and Tad Morris; IRS Inspectors Greg Ruwe and Mark Bailey;
U.S. Postal Inspector Dave Mooney; and U.S. Immigration and
Customs Enforcement agent Celeste Koszut.

                 About National Century Financial

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB     
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets. The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004. Paul E. Harner, Esq., at Jones Day, represented
the Debtors.


NOVASTAR ABS: Fitch Cuts 'BB' Rating on $238.7MM Notes to 'CCC'
---------------------------------------------------------------
Fitch Ratings downgraded and removed from Rating Watch Negative
five classes of notes issued by NovaStar ABS CDO I Ltd.  These
rating actions are effective immediately:

  -- $238,719,597 class A-1 to 'CCC' from 'BB';
  -- $34,900,000 class A-2 to 'C' from 'B+';
  -- $28,500,000 class B to 'C' from 'B';
  -- $25,179,706 class C to 'C' from 'CCC';
  -- $16,343,103 class D to 'C' from 'CC'.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio specifically in subprime
residential mortgage backed securities.

NovaStar is a cash flow structured finance collateralized debt
obligation that closed on Feb. 26, 2007 and is managed by NovaStar
Asset Management Company.  Presently 95.7% of the portfolio is
comprised of 2005, 2006 and 2007 vintage U.S. subprime RMBS and
4.3% prime RMBS.

Since Nov. 21, 2007, approximately 86.4% of the portfolio has been
downgraded with 3.0% of the portfolio currently on Rating Watch
Negative.  Of the portfolio, 97% is now rated below investment
grade, with 95.8% of the portfolio rated 'CCC' and below.  
Overall, 90.3% of the assets in the portfolio now carry a rating
below the rating assumed in Fitch's November 2007 review.

The collateral deterioration has caused each of the
overcollateralization tests to fall below 100% and fail their
respective triggers.  

As of the trustee report dated June 30, 2008, the class A/B OC
ratio was 45.2%, the class C OC ratio was 41.7% and the class D OC
ratio was 39.7%.  The class A/B OC ratio fell below 100% for the
first time in February 2008 which caused an Event of Default to
occur.  As a result of the Event of Default, the transaction
accelerated thereby making all distributions of principal and
interest to only the class A-1 until paid in full, which led to a
default in the payment of interest to the timely classes A-2 and
B.  Payment of interest to the class C and D notes has been made
in kind by writing up the principal balance of each class by the
amount of interest owed.  Fitch expects classes A-2, B, C and D
notes to receive no further interest or principal distributions in
the future.

Also, although it is likely the class A-1 notes will receive
interest, Fitch does not expect class A-1 to receive its full
principal.  The downgrades to the rated notes reflect Fitch's
updated view of the default risk associated with each of the
notes.

The ratings on the class A-1, A-2 and B notes address the timely
receipt of scheduled interest payments and the ultimate receipt of
principal as per the transaction's governing documents.  The
ratings on the class C and D notes address the ultimate receipt of
interest payments and ultimate receipt of principal as per the
transaction's governing documents.  The ratings are based upon the
capital structure of the transaction, the quality of the
collateral, and the protections incorporated within the structure.


ORIENTAL TRADING: Might Breach Covenant; S&P Cuts Rating to 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Omaha-based Oriental Trading Co. Inc. (OTC) to
'CCC+' from 'B-'. S&P also revised the ratings on both the
company's $410 million seven-year first-lien term loan and its $50
million six-year first-lien revolving credit facility to 'B' from
'B+'. The recovery rating on this debt remains at '1', indicating
the expectation for very high (90%-100%) recovery of principal in
the event of default. S&P has also lowered the rating on OTC's
$180 million second-lien term loan to 'CCC-' from 'CCC' and the
recovery rating remains at '6', indicating the expectation for
negligible (0%-10%) recovery of principal in the event of default.
The outlook is negative.

"The downgrade reflects the distinct possibility that OTC will
breach financial covenants under the first-lien credit facility,
given its poor operating trends," said Standard & Poor's credit
analyst Mariola Borysiak. Moreover, leverage covenants become more
restrictive after the company's second quarter ending September
2008.


PACIFIC LUMBER: Scopac Withdraws $20MM DIP Request from Lehman
--------------------------------------------------------------
Scotia Pacific Company LLC, withdrew as moot its request to
obtain up to $20,000,000 in postpetition financing from Lehman
Commercial Paper Inc., for itself and as administrative agent for
a syndicate of lenders.

As reported on June 12, 2008, Scopac sought the Lehman DIP
Financing to accommodate the possibility that it may have to
operate as a stand alone entity.  

On July 30, 2008, the Modified First Amended Joint Plan of
Reorganization for the Pacific Lumber Company and its debtor-
affiliates proposed by Marathon Structured Finance Fund L.P.,
Mendocino Redwood Company, LLC, and the Official Committee of
Unsecured Creditors became effective.

                       About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032). Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel. Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel. Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel. Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP. John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

On July 8, 2008, the Court confirmed the Modified First Amended
Joint Plan of Reorganization With Technical Modifications for the
Debtors proposed by Marathon Structured Finance Fund L.P.,
Mendocino Redwood Company, LLC, and the Official Committee of
Unsecured Creditors.  

The Debtors emerged from bankruptcy protection on July 30, 2008.  
(Scotia/Pacific Lumber Bankruptcy News, Issue No. 67;
http://bankrupt.com/newsstand/or 215/945-7000).


PAETEC HOLDING: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Fairport,
N.Y.-based competitive local exchange carrier (CLEC) PAETEC
Holding Corp. to stable from positive following the company's
announcement that 2008 revenue and EBITDA would fall short of its
original guidance. S&P affirmed all ratings, including the 'B'
corporate credit rating. Total operating lease-adjusted debt is
approximately $1.2 billion.

"The outlook revision reflects not only the weak quarter," said
Standard & Poor's credit analyst Allyn Arden, "but our assessment
that the company's financial performance will be constrained in
the intermediate term by challenging economic conditions,
resulting in higher churn and pricing pressure." As a result, S&P
no longer expects PAETEC's credit measures to improve sufficiently
over the next year to warrant a potential upgrade.


PRICE MEDIA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Price Media Group, Inc.
        410 North St.
        Longwood, FL 32779

Bankruptcy Case No.: 08-06898

Type of Business: The Debtor rents out LCD monitors.

Chapter 11 Petition Date: August 8, 2008

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Asher Rabinowitz, Esq.
                     E-mail:azr@andersonbadgley.com
                  Anderson & Badgley, P.L.
                  1270 Orange Ave., Ste. D
                  Winter Park, FL 32789
                  Tel: (407) 478-4600
                  Fax: (407) 478-4777
                  http://www.andersonbadgley.com/

Total Assets: $24,300

Total Debts:  $1,174,031

A copy of Price Media Group, Inc's petition is available for free
at http://bankrupt.com/misc/flmb08-06898.pdf


REALOGY CORP: Moody's Cuts Corp. Family Rating to Caa1 from B3
--------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default Rating of Realogy to Caa1 from B3.  
Moody's concurrently lowered the ratings on the senior secured
credit facility, senior unsecured toggle notes, senior unsecured
cash pay notes and senior subordinated notes by one notch.  The
rating outlook is stable.

The downgrade reflects the severe nature of the current
residential real estate downturn, a highly leveraged capital
structure and modest covenant cushions.  The ratings anticipate
further revenue declines over the next few quarters as the real
estate downturn continues into 2009.  Moody's base case forecast
assumes that the rate of decline in home sale volumes will
moderate over the next few quarters while average price declines
continue well into 2009.

"Further revenue declines may lead to difficulty meeting
tightening covenant requirements in 2009, absent further cost
saving initiatives or an equity cure by the sponsor.  Given the
constrained credit environment, negotiating a covenant waiver with
the lending group could be difficult and if achieved, would likely
result in a substantial increase in borrowing rates", stated Lenny
Ajzenman, Senior Credit Officer.

The Caa1 rating and stable outlook also considers the company's
track record of implementing significant cost saving initiatives,
Realogy's leading market positions, strong brands and solid long
term growth fundamentals for the real estate industry.

Moody's downgraded the following ratings:

  -- $750 million senior secured revolving credit facility due
     2013, to B1 (LGD 2, 23%) from Ba3 (LGD 2, 23%)

  -- $3.17 billion senior secured term loan due 2013, to B1
     (LGD 2, 23%) from Ba3 (LGD 2, 23%)

  -- $525 million senior secured synthetic letter of credit
     facility, to B1 (LGD 2, 23%) from Ba3 (LGD 2, 23%)

  -- $550 million senior unsecured toggle notes due 2014, to Caa2
     (LGD 5, 74%) from Caa1 (LGD 5, 73%)

  -- $1.7 billion senior unsecured cash pay notes due 2014, to
     Caa2 (LGD 5, 74%) from Caa1 (LGD 5, 73%)

  -- $875 million senior subordinated notes due 2015, to Caa3
     (LGD 6, 93%) from Caa2 (LGD 6, 93%)

  -- Corporate family rating, to Caa1 from B3

  -- Probability of Default rating, to Caa1 from B3

The SGL-3 speculative grade liquidity rating was affirmed.

Realogy is one of the largest real estate service companies in the
United States with reported revenues of about $5.6 billion for the
twelve months ended March 31, 2008.  The company operates in four
segments: real estate franchise services, company owned real
estate brokerage services, relocation services and title and
settlement services.  The franchise brand portfolio includes
Century 21, Coldwell Banker, Coldwell Banker Commercial, ERA,
Sotheby's International Realty and Better Homes and Gardens.


RELIANT ENERGY: Fitch Holds Ratings and Revises Outlook to Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Reliant Energy, Inc. and
revised the Ratings Outlook to Stable from Positive.  
Approximately $3 billion of debt is affected.  The ratings
affirmed are:

  -- Issuer Default Rating 'B';
  -- Senior secured debt 'BB/RR1';
  -- Senior unsecured debt 'B+/RR2';
  -- Short-term IDR 'B'.

The change in Outlook reflects the recent unexpected volatility at
RRI's retail business.  The affirmed ratings reflect RRI's still
strong operating performance metrics driven by its competitive
generation business, as well as the volatility of cash flows from
both the merchant segment and the retail segment.  Cash from
operations should be more than able to fund the current capital
spending program, which does not include significant brownfield
development.  There remains a possibility that RRI will use some
of its excess cash flow to return capital to shareholders.  Fitch
would likely view this activity as credit neutral given the use of
cash on hand rather than new debt as the source of funds, but
would make that determination based on specific details, including
the size and scope of any plan.

The affirmed 'BB/RR1' rating reflects the superior recovery
prospects for these debt obligations.  'RR1' ratings have recovery
prospects of over 90%.  The senior unsecured rating of 'B+/RR2'
reflects the structural subordination of this debt, and weaker
recovery prospects.

Factors leading to potential rating improvement include additional
de-leveraging, a sustained increase in market heat rates, and a
more consistent record of stable financial performance at Retail.  
Changes to the structure of the wholesale power markets in Texas
and RRI's hedging and risk management procedures will influence
Fitch's future outlook and ratings analysis.

In the intermediate to longer term, Fitch believes that industry
fundamentals for RRI and other merchant generators will be
favorable and remain so due to the limited amounts of new
generation coming on line and continued narrowing of reserve
margins and improvement in expected spark spreads and dark
spreads.


REVLON CONSUMER: S&P Places CCC+ Rating on Watch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit rating and other issue ratings on Revlon Consumer Products
Corp. on CreditWatch with positive implications. As of June 30,
2008, Revlon had about $1.4 billion of total reported debt.

The CreditWatch listing follows the company's continued sales and
EBITDA improvement despite challenging economic conditions, due to
higher global shipments of Revlon color cosmetics and improved
operating efficiency.

"Revlon's operating performance has strengthened and the company
has enhanced its financial profile," said Standard & Poor's credit
analyst Mark Salierno. Lease- and pension-adjusted leverage
decreased to just below 5.5x, compared with adjusted leverage in
excess of 8x at the end of fiscal 2006. During this time, cash
flow usage has narrowed, and free operating cash flow has been
positive for the first half of 2008.

"Standard & Poor's will meet with management to assess Revlon's
ability to sustain its improved operating performance, review
domestic market share trends, and evaluate the company's
liquidity, particularly with regard to its near-term debt
maturities and its ability to maintain positive free cash flow
generation before resolving the CreditWatch listing," he
continued.


S & A RESTAURANT: Franchisees Mull Bid for Closed Stores
--------------------------------------------------------
Atalaya Capital Management LP and Corporate Revitalization Group
Partners have taken over the management of the Bennigan's Grill &
Bar franchise system, Nation's Restaurant News reports.

The two firms have conducted conference calls with franchisees to
allay franchisee woes, Rich Pastorek, president of BOL Inc.,
which owns six Bennigan's, confirms in an interview with Nation's
Restaurant.  According to the report, 134 franchised Bennigan's
continue operating, including 80 domestic and 54 international
units.

New York-based Atalaya Capital previously bought the debt, liens
and voting rights of Metromedia Restaurant Group's units that
held the Bennigan's franchise-operating company, Star-
Telegram.com states.  When news of Metromedia units intending to
file cases under Chapter 7 circulated, Atalaya removed all the
board members of the franchise operations to unbundle it from any
liquidation, William Snynder relates.

William Snyder, a partner at CRG, was hired by Atalaya, to keep
the 153-store franchise operation running, according to Star-
Telegram.

Mr. Snyder discloses that while the company-owned stores closed,
franchise locations remained open.  "They, referring to Atalaya's
officers, literally pulled it out of the jaws of death," he adds.  
Currently, he is working with the franchisees across the U.S. to
come up with a joint bid to purchase half of the 170 company-
owned closed stores with recorded positive cash flow.    
Furthermore, Mr. Snyder avers that the franchisees will benefit
from market-sharing with corporate stores, the article discusses
at length.

After Bennigan's filed for Chapter 7 to liquidate, franchisees
each informed local news agencies in their areas that the
franchise-run stores are still open.  "We immediately went to
local news coverage," says Larry Briski, president of the
Bennigan's Franchise Operators Association, and owner of four
Bennigan's in the Chicago area.  "Most of our franchisees did the
same thing in their local markets."

                      About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,  
http://www.steakandalerestaurants.com,http://www.bennigans.com/  
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, represents the Debtors in their
restructuring efforts.  Michelle H. Chow is the Debtors' Chapter 7
bankruptcy trustee.  She is seeking to retain Kane Russell Coleman
& Logan PC as lead counsel.  When the Debtors filed for
bankruptcy, they listed estimated assets of between $100,000,000
and $500,000,000 and estimated debts of between $10,000,000 and
$50,000,000.

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


S & A RESTAURANT: List of Closed Bennigan's, Steak & Ale Branches
-----------------------------------------------------------------
S & A Restaurant Corp. and its debtor-affiliates have elected to
close company-owned Bennigan's and Steak and Ale restaurants and
have submitted their estates for liquidation under Chapter 7 of
the Bankruptcy Code.

A stipulation signed by the Debtors with certain lessors
identified 37 Bennigan's and Steak and Ale restaurants located
throughout the continental United States that the Debtors are no
longer operating:

Lessor                  Lessee               Property Address
------                  ------               ----------------
CNL APF Partners   S&A Properties Corp.      2206 E. Fowler
                                              Tampa, FL 33612

CNL APF Partners   S&A Properties Corp.      3499 N Univ. Dr.
                                              Sunrise, FL 333531

CNL APF Partners   Steak & Ale of IL, Inc.   649 Lake Cook Rd.
                                              Deerfield, IL 60015

CNL Funding.       S&A Properties Corp.      2460 Gulf To Bay
2000-A LP                                    Blvd. Clearwater,
                                              FL 33579
  
CNL Funding        S&A Properties Corp.      1477 Virginia Ave.
2000-A. LP                                   College Park, GA
                                              30337

CNL Funding        S&A Properties Corp.      4710 East 51st. St.
2000-A. LP                                   Tulsa, OK 74165

CNL Funding        S&A Properties Corp.      11109 Kate Freeway
2000-A. LP                                   Houston, TX 77079

CNL Funding        S&A Properties Corp.      222 North Belt
2000-A. LP                                   Houston, TX 77060

CNL Funding        S&A Properties Corp.      810 North I-45
2000-A. LP                                   Conroe, TX 77301

CNL Funding        S&A Properties Corp.      3726 Town Crossing
2000-A. LP                                   Blvd. Mesquite, TX
                                              75150
         
CNL Funding        S&A Properties Corp.      3502 N. Academy
2000-A. LP                                   Blvd. Colorado
                                              Springs, CO 80917

CNL Funding        S&A Properties Corp.      9281 E.
Arapahoe                
2000-A. LP                                   Rd. Englewood, CO
                                              80112

CNL Funding        S&A Restaurant Corp.      5390 Wadsworth
2000-A. LP                                   Bypass Arvada, CO
                                              80002

CNL Funding        S&A Properties Corp.      6324 Int'l. Drive
2000-A. LP                                   Orlando, FL 32819

CNL Funding        S&A Properties Corp.      7253 Plantation Rd.
2000-A. LP                                   Pensacola, FL 32504

CNL Funding        S&A Properties Corp.      9090 So. West 97th
2000-A. LP                                   Ave. Miami, FL
                                              33176

CNL Funding        S&A Properties Corp.      6475 Wayzata Blvd.
2000-A. LP                                   St. Louis Park, MN
                                              55426

CNL Funding        S&A Properties Corp.      119 Columbia
2000-A. LP                                   Turnpike Florham
                                              Park, NJ 07932

CNL Funding        S&A Properties Corp.      1102 Route 73
2000-A. LP                                   Mount Laurel, NJ
                                              08054-5115

CNL Funding        S&A Properties Corp.      1287 Highway 35
2000-A. LP                                   Middletown, NJ
                                              07748

CNL Funding        S&A Properties Corp.      700 N. Pleasantburg
2000-A. LP                                   Dr. Greensville, SC
                                              29607

CNL Funding        S&A Properties Corp.      6025 Oakbrook Pkwy.
2000-A. LP                                   Norcross, GA 30093

CNL Funding        S&A Properties Corp.      7838 Northpoint
2000-A. LP                                   Blvd. Winston-
                                              Salem, NC 27106

CNL Net Lease      S&A Properties Corp.      1001 E. 75th St.
Funding 2001, LP                             Woodridge, IL 60517

CNL Net Lease      S&A Properties Corp.      6201 Poplar Ave.
Funding 2001, LP                             Memphis, TN 38119

CNL Net Lease      S&A Properties Corp.      2101 W. Airport
Funding 2001, LP                             Frwy. Bedford, TX
                                              76021

CNL Net Lease      Steak & Ale of TX, Inc.   2215 Grapevine
Funding 2001, LP                             Mills Circle
                                              Grapevine, TX 76051

CNL Net Lease      Steak & Ale of CO, Inc.   9220 Park Meadows
Funding 2001, LP                             Dr. Lone Tree, CO
                                              80124

CNL Net Lease      S&A Properties Corp.      640 South Orlando
Funding 2001, LP                             Ave. Maitland, FL
                                              32751

CNL Net Lease      S&A Properties Corp.      234 W. Highway 436
Funding 2001, LP                             Altamonte Spring,
                                              FL 32714

CNL Net Lease      S&A Properties Corp.      3815 University
Funding 2001, LP                             Drive Huntsville,
                                              AL 35816

CNL Net Lease      S&A Properties Corp.      8440 Blanding Blvd.
Funding 2001, LP                             Jacksonville, FL
                                              32244

CNL/Lee Joint      Steak & Ale of CO, Inc.   7055 S. Semoran  
Venture                                      Blvd. Orlando, FL
                                              32822

Net Lease Funding  Steak & Ale of CO, Inc.   7101 Tower Road
2005                                         Denver, CO 80249

Net Lease Funding  Bennigan'S of Waldorf     35 St. Patrick's
2005                                         Drive Waldorf, MD
                                              20603

Net Lease Funding  Steak & Ale of CO, Inc.   2540 Tenderfoot  
2005                                         Hill St. Colorado
                                              Springs, CO 80906

Net Lease Funding  Steak & Ale of OH, Inc.   7824 Reynolds Rd.
2005                                         Mentor, OH 44060

                About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,  
http://www.steakandalerestaurants.com,http://www.bennigans.com/  
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, represents the Debtors in their
restructuring efforts.  Michelle H. Chow is the Debtors' Chapter 7
bankruptcy trustee.  She is seeking to retain Kane Russell Coleman
& Logan PC as lead counsel.  When the Debtors filed for
bankruptcy, they listed estimated assets of between $100,000,000
and $500,000,000 and estimated debts of between $10,000,000 and
$50,000,000.

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


S & A RESTAURANT: Ch. 7 Trustee Wants Mark Agee as Co-Counsel
-------------------------------------------------------------
Michelle H. Chow, the Chapter 7 bankruptcy trustee for S & A
Restaurant Corp. and its debtor-affiliates, seeks the approval of
the U.S. Bankruptcy Court for the Eastern District of Texas of its
retention of Mark Ian Agee, Esq., of the law firm Mark Ian Agee,
Attorney at Law, as co-counsel, nunc pro tunc July 31, 2008.

The Trustee tells the Court that she intends to file, without
delay, an application for the retention of Kane, Russell Coleman
& Logan PC, as lead general counsel.  However, because of the
size, complexity, and nature of the Debtors' Chapter 7 cases,
thus the Trustee seeks to employ Mr. Agee as co-general counsel.  

Furthermore, the Trustee informs the Court that Mr. Agee will be
compensated for services rendered at his customary rate of $295
an hour.  Mr. Agee will be reimbursed of actual and necessary
expenses including his paralegals which bill at $40 per hour.  
Accordingly, the Trustee has agreed to compensate Mr. Agee for
his for services rendered, and reimburse the actual expenses
incurred incurred in the Debtors' Chapter 7 cases, upon Court
approval of his fee applications pursuant to Sections 330 and 331
of the Bankruptcy Code.

The Trustee relates that as of July 31, no Schedules and
Statements have been filed, and the matrix containing 96,000
parties-in-interest has not been uploaded.  Thus, Mr. Agee avers
that due to the volumes of the documents, he has yet to examine
them for potential conflicts.  However, Mr. Agee, avers that
though he is married to the Trustee and has represented her in
certain Chapter 7 cases, he and his firm are "disinterested
persons" as the term is defined under Section 101(14) of the
Bankruptcy Code.  He notes that he and his firm are not:

   (a) a creditor, equity security holder, or insider of the
       Debtor or the Trustee;

   (b) an investment banker of any outstanding security of the
       Debtor or the Trustee;

   (c) attorney for an investment banker of the Debtor or the
       Trustee; or

   (d) a director, officer or employee of the Debtor or the
       Trustee or of any investment banker of the Debtor or the
       Trustee.

                      About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,  
http://www.steakandalerestaurants.com,http://www.bennigans.com/  
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, represents the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed estimated assets of between $100,000,000 and
$500,000,000 and estimated debts of between $10,000,000 and
$50,000,000.

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


S & A RESTAURANT: Sec. 341 Meeting Set for August 29
----------------------------------------------------
The Section 341 meeting of the creditors of S & A Restaurant Corp.
and its debtor-affiliates will be held August 29, 2008, 9:00 a.m.,
at 2000 E. Spring Creek Parkway, in Plano, Texas 75074.

                      About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,  
http://www.steakandalerestaurants.com,http://www.bennigans.com/  
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, represents the Debtors in their
restructuring efforts.  Michelle H. Chow is the Debtors' Chapter 7
bankruptcy trustee.  She is seeking to retain Kane Russell Coleman
& Logan PC as lead counsel.  When the Debtors filed for
bankruptcy, they listed estimated assets of between $100,000,000
and $500,000,000 and estimated debts of between $10,000,000 and
$50,000,000.

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


S & A RESTAURANT: Ch. 7 Trustee Wants Kane Russell as Lead Counsel
------------------------------------------------------------------
Michelle H. Chow, the Chapter 7 bankruptcy trustee for S & A
Restaurant Corp. and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the Eastern District of Texas to authorize
the retention of Kane Russell Coleman & Logan PC as her lead
counsel.  

The Trustee states that Kane Russell possesses considerable
experience in matters related to the Debtors' Chapter 7 cases.

As the Trustee's lead counsel, Kane Russell will:

   (a) advise and consult with the Trustee regarding (i) legal
       questions arising in administering the Debtors' estates,
       and (ii) the Trustee's rights and remedies related to the
       Debtors' estates' assets and creditors' claims;

   (b) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;

   (c) advise the Trustee in connection with any potential sale
       of assets;

   (d) appear before the Court, any appellate courts, and the
       United States Trustee and protect the interests of the
       Trustee before the Courts and the U.S. Trustee;

   (e) perform any and all other legal services that may be
       necessary of the Trustee in the proceedings and any
       actions commenced in the Debtors' Chapter 7 cases;

   (f) assist the Trustee in preserving and protecting the
       Debtors' estates;

   (g) investigate and potentially prosecute preference,
       fraudulent transfer and other causes of action under the
       Trustee's avoidance powers;

   (h) prepare any pleadings, applications, motions, answers,
       notices, responses, orders, reports and other legal
       documents that are required for the orderly administration
       of the Debtors' estates; and

   (i) perform other duties contingent to the administration of
       the Trustee's duties.

Kane Russell's professionals are billed according to their
customary rates:

         Title                 Rate per hour
         -----                 -------------
         Partners              $300 to $500
         Associates            $195 to $400
         Paraprofessionals     $100 to $200
         IT Professionals      $125 to $185

Furthermore, Kane Russell's primary team and each professional's
rate per hour, assigned in the Debtors' cases will be:

         Joseph Friedman              $380
         Robert Taylor                $295
         Gregory M. Zarin             $210

The Trustee reports that Kane Russell has received no retainer
for application to fees incurred in the Debtors' Chapter 7 cases.  

Kane Russell will seek Court approval of its fees and expenses on
an interim and final basis pursuant to Sections 327 and 328 of
the Bankruptcy Code.  Furthermore, Kane Russell will keep track
of its billings on a tenth of an hour basis with time charges
according to the criteria set forth by the U.S. Trustee.

Joseph A. Friedman, Esq., director at Kane Russell, avers that
his firm has no connection of any kind or nature with the
Debtors, the Debtors' creditors, any other party-in-interest,
their counsel and accountants, the U.S. Trustee, or any person
employed by the U.S. Trustee.  Furthermore, Kane Russell is still
undergoing its review of the matrix containing 95,000 names to
assure that no actual conflict or other disqualifying
circumstance exists.  

However, Mr. Friedman assures the Court that Kane Russell is a
"disinterested person" as the term is defined under Section
101(14).  

                      About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,  
http://www.steakandalerestaurants.com,http://www.bennigans.com/  
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, represents the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed estimated assets of between $100,000,000 and
$500,000,000 and estimated debts of between $10,000,000 and
$50,000,000.

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


S&B DEVELOPMENTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: S&B Developments, L.L.C.
        1109 Brad Circle
        Lindale, TX 75771

Bankruptcy Case No.: 08-60716

Chapter 11 Petition Date: August 5, 2008

Court: Eastern District of Texas (Tyler)

Debtor's Counsel: Glen E. Patrick, Esq.
                     Email: gpoffice@suddenlinkmail.com
                  McNally & Patrick, LLP
                  P.O. Box 1080
                  Tyler, TX 75710
                  Tel: (903) 597-6301

Estimated Assets: Less than $50,000

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

A copy of S&B Developments, LLC's petition is available for free
at http://bankrupt.com/misc/txeb08-60716.pdf


SACO I: Moody's Publishes Underlying Ratings on Certain Notes
-------------------------------------------------------------
Moody's Investors Service has published the underlying ratings on
the following certain insured notes as identified below.  The
underlying ratings were previously derived from published ratings
on other tranches of the same transaction.

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

Complete list of underlying ratings are:

Issuer: SACO I Trust 2005-10

Class Description: Cl. I-A
  -- Current Rating: Aa3

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

  -- Underlying Rating: B3

Issuer: SACO I Trust 2006-2

Class Description: Cl. I-A
  -- Current Rating: Aa3

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

  -- Underlying Rating: B3

Class Description: Cl. II-A

  -- Current Rating: Aa3

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

  -- Underlying Rating: Caa1


SEACOAST COMMUNITIES: Case Summary; 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Seacoast Communities Inc.
        653 Robert Grissom Parkway
        Myrtle Beach, SC 29577

Bankruptcy Case No.: 08-04735

Chapter 11 Petition Date: Aug. 6, 2008

Court: District of South Carolina (Charleston)

Judge: Chief Judge John E. Waites

Debtor's Counsel: Daniel J. Reynolds, Jr., Esq.
                  McCarthy Law Firm, LLC
                  1715 Pickens St. (29201)
                  PO Box 11332
                  Columbia, SC 29211-1332
                  Tel: (803) 771-8836
                  Email: dreynolds@mccarthy-lawfirm.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's Largest Unsecured Creditors:

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

Wachovia                                             $650,000
300 North 3rd Street
Wilmington DE 28401

SC Bank and Trust                                    $243,250
PO Box 2486
Orangeburg SC 29116
                    
Deane G. Morris                                      $160,000
3501 North Ocean Boulevard
Myrtle Beach SC 29577
                       
Horry County State Bank                              $109,634
PO  Box 218
Loris SC 29569

Plymart                                              $29,170
PO Box 105774
Atlanta GA 30348

RL Causey                                            $28,406
PO Box 992
Murrells Inlet SC 29576


Adams Products
$28,325                                                                   
PO Box 651258
Charlotte NC 28265-1258

Myrtle Beach Lighting                                $28,241
4809 Highway 17 South Bypass
Myrtle Beach SC 29577

Thomas Supply Company                                $26,407
PO Box 610
Marion SC 29571

Stevens Floorcovering                                $18,981
908 Frontage Road
Myrtle Beach SC 29577

Concrete Supply                                      $18,914
4714 A. Oleander Drive
Myrtle Beach SC 29577

S & W Ready Mix Concrete                             $18,732
PO  Box 872
Clinton NC 28329

Millwork Specialities                                $16,563
2530 James Wite Highway N
Whiteville NC 28472

Brock Cabinets                                       $14,139
2218 Wingate Road
Fayetteville NC 28304

Young Interiors                                      $13,901
1830 Highway 9 E
North Myrtle Beach SC 29597

Stock Building Supply                                $13,160
PO Box 1735
Conway SC 29526

American Marble                                      $13,139
2420 Main Street
Conway SC 29527

PCW Appliances Inc.                                  $12,160
1309 Highway 501
Myrtle Beach SC 29577

Grassie Granite and Marble                           $11,511
PO Box 30910
Myrtle Beach SC 29588

Cox Millwork                                         $11,479
PO Box 1109
Myrtle Beach SC 29578


SECURITY NATIONAL: Moody's Lowers Ratings on 13 Tranches
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of thirteen
tranches issued in five transactions from the Security National
Mortgage Loan Trust shelf.  The collateral backing each tranche
consists primarily of first lien adjustable-rate and fixed-rate
"scratch and dent" mortgage loans.

The actions are part of an ongoing, wider review of all RMBS
transactions, in light of the deteriorating housing market and
rising delinquencies and foreclosures.  Many "scratch and dent"
pools originated since 2004 are exhibiting higher than expected
rates of delinquency, foreclosure, and REO.  The rating
adjustments will vary based on -- Current Ratings, level of credit
enhancement, collateral characteristics, pool-specific historical
performance, quarter of origination, and other qualitative
factors.

Complete rating actions are:

Issuer: Security National Mortgage Loan Trust 2005-2

  -- Cl. M-2, downgraded from A2 to Baa3
  -- Cl. B-1, downgraded from Baa2 to Caa2

Issuer: Security National Mortgage Loan Trust 2006-1

  -- Cl. M-2, downgraded from A2 to Baa1
  -- Cl. B-1, downgraded from Baa2 to B2, on review for downgrade
  -- Cl. B-2, downgraded from Baa3 to B3, on review for downgrade
  -- Cl. B-3, downgraded from Baa3 to Caa3

Issuer: Security National Mortgage Loan Trust 2006-2

  -- Cl. B, downgraded from Baa2 to Ba3

Issuer: Security National Mortgage Loan Trust 2006-3

  -- Cl. A-3, downgraded from Aaa to Aa1
  -- Cl. M-1, downgraded from Aa2 to Ba1
  -- Cl. M-2, downgraded from A2 to Caa2
  -- Cl. B, downgraded from Baa2 to Ca

Issuer: Security National Mortgage Loan Trust 2007-1

  -- Cl. B-1, downgraded from Baa2 to Caa1
  -- Cl. B-2, downgraded from Ba2 to Ca


SEMGROUP LP: Hiland Companies Disclose $13MM Exposure
-----------------------------------------------------
On July 22, 2008, SemGroup, L.P. and certain subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code. Affiliates of SemGroup, L.P. purchase from
The Hiland companies, Hiland Partners, LP and Hiland Holdings GP,
LP natural gas liquids and condensate, primarily at their Bakken
and Badlands plants and gathering systems. As a result, the
Partnership established an allowance for doubtful accounts and bad
debt expense by approximately $8.1 million in the three and six
month period ended June 30, 2008.

The Partnership estimates additional potential exposure of
approximately $5.0 million with this purchaser for uninvoiced
product sales from July 1 through July 18, 2008.

The Partnership has made temporary arrangements with other third
parties for its product sales while assessing its options in light
of SemGroup's bankruptcy. The Partnership is monitoring the
bankruptcy cases closely to pursue the best course of action to
obtain payment of the amounts owed to us and to continue natural
gas liquids and condensate sales at its Bakken and Badlands plants
and gathering systems. This matter is not expected to cause the
Partnership to be out of compliance with its covenants under its
credit facility or impact its liquidity position in any material
respect.

Based upon information contained in available court filings made
by SemGroup, L.P., the Partnership believes that the bankruptcy of
SemGroup, L.P. may be attributable to circumstances unique to
SemGroup, L.P., including significant margin requirements for
large futures and options trading positions by SemGroup, L.P.,
which are not representative of the liquidity and financial
position of other companies in the midstream sector. Accordingly,
the Partnership believes that the circumstances that led to the
SemGroup, L.P. bad debt expense are highly unusual and are
unlikely to occur in the future with respect to receivables from
other purchasers of the Partnership's natural gas liquids and
condensate.

                       About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.


SEMGROUP LP: Paramount Energy Discloses Financial Exposure
----------------------------------------------------------
In July 2008, SemGroup, L.P. filed a voluntary position for
reorganization under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court. Paramount Energy Trust sold gas
production from certain of its Saskatchewan assets to CEG Energy
Options Inc., a Canadian subsidiary of SemGroup, and has
determined its exposure to CEG to be approximately $0.2 million,
related to natural gas sales for June and a portion of July 2008.
Natural gas deliveries to CEG have been terminated and as such
there is no additional potential financial exposure for the Trust.

                       About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.


SOUTH COAST: Collateral Deterioration Cues Fitch to Cut Ratings
---------------------------------------------------------------
Fitch downgraded and removed from Rating Watch Negative nine
classes of notes issued by South Coast Funding VII, Ltd.  These
rating actions are effective immediately:

  -- $28,472,237 class A-1AV notes to 'B' from 'BBB';
  -- $489,564,295 class A-1ANV notes to 'B' from 'BBB';
  -- $158,179 class A-1B notes to 'B' from 'BBB';
  -- $125,036,985 class A-2 notes to 'CCC' from 'BB+';
  -- $64,504,055 class B notes to 'CC' from 'BB';
  -- $22,586,521 class C notes to 'C' from 'B';
  -- $41,750,320 class D-1A notes to 'C' from 'CCC';
  -- EUR 3,532,629 class D-1B notes to 'CC' from 'CCC';
  -- $5,314,396 class D-2 notes to 'C' from 'CCC'.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically in subprime
residential mortgage-backed securities and structured finance  
collateralized debt obligations with underlying exposure to
subprime RMBS.

South Coast VII is a cash flow SF CDO that closed on May 25, 2005
and is managed by TCW Investment Management Company.  Presently
42.1% of the portfolio is comprised of 2005, 2006 and 2007 vintage
U.S. subprime residential mortgage-backed securities, and 10.8%
consists of 2005, 2006 and 2007 vintage U.S. SF CDOs.

Since Nov. 21, 2007, approximately 64.5% of the portfolio has been
downgraded with 7.2% of the portfolio currently on Rating Watch
Negative. 62.4% of the portfolio is now rated below investment
grade, of which 32.6% of the portfolio is rated 'CCC+' and below.  
Overall, 56.1% of the assets in the portfolio now carry a rating
below the rating assumed in Fitch's November 2007 review.

The collateral deterioration has caused each of the
overcollateralization ratios to fall below 100% and fail their
respective triggers.  As of the trustee report dated July 15,
2008, the class A/B OC ratio was 86.2%.  The class C, D-1A and D-2
notes have been paying in kind, whereby the principal balance of
the notes are written up by the amount of missed interest, since
April 2008.  Based on the projected performance of the portfolio,
Fitch does not expect the C, D-1A and D-2 notes to receive any
interest or principal proceeds going forward.

The class D-1B notes have been receiving timely interest payments
because the class D-1B interest is paid after the class A-1
interest and before the class A-2 interest via a euro-dollar
currency.  The rating of the class D-1B notes is differentiated
from the D-1A and D-2 notes because they are still receiving
interest payments.

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


STONEY GLEN: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Stoney Glen, LLC
        aka Wellspring
        aka Villages at Harrowgate
        4021 Seaboard Court
        Portsmouth, VA 23701

Bankruptcy Case No.: 08-72616

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: Aug. 7, 2008

Court: Eastern District of Virginia (Norfolk)

Judge: Stephen C. St. John

Debtor's Counsel: Ann Brogan, Esq.
                  Marcus, Crowley & Liberatore, P. C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  (757) 226-0390
                  Fax : 757-333-3390
                  Email: abrogan@mclfirm.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of Stoney Glen's petition is available for free at:

             http://bankrupt.com/misc/vaeb08-72616.pdf


STRUCTURED ADJUSTABLE: Moody's Cuts Ratings on 45 Loan Classes
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 45
tranches from 10 Alt-A transactions issued by Structured
Adjustable Rate Mortgage Loan Trust.  Six downgraded tranches
remain on review for possible downgrade.  The collateral backing
these transactions consists primarily of first-lien, adjustable-
rate, Alt-A mortgage loans.

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

Complete rating actions are:

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2005-20

  -- Cl. 2-A2, Downgraded to A1 from Aaa
  -- Cl. B1-I, Downgraded to Baa3 from A3
  -- Cl. B1-II, Downgraded to Aa2 from A1

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2005-21

  -- Cl. 1-A, Downgraded to A1 from Aaa
  -- Cl. 2-A, Downgraded to A1 from Aaa
  -- Cl. B1-I, Downgraded to Ba2 from Baa1
  -- Cl. B1-II, Downgraded to A1 from Aa2
  -- Cl. B2-I, Downgraded to B1 from Baa3
  -- Cl. B3-I, Downgraded to B3 from B2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B4-I, Downgraded to Ca from B2

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2006-12

  -- Cl. 1-A2, Downgraded to Ba1 from Aaa
  -- Cl. M-2, Downgraded to Ca from B3
  -- Cl. M-3, Downgraded to Ca from B3
  -- Cl. M-4, Downgraded to Ca from B3

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-2

  -- Cl. 1-A2, Downgraded to Baa1 from Aaa
  -- Cl. 1-A3, Downgraded to B3 from Aaa
  -- Cl. M-1, Downgraded to Ca from B3
  -- Cl. M-2, Downgraded to Ca from B3

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-3

  -- Cl. 1-A1, Downgraded to Baa2 from Aaa
  -- Cl. 1-A2, Downgraded to B3 from Aaa
  -- Cl. 1-AX, Downgraded to Baa2 from Aaa
  -- Cl. M-1, Downgraded to Ca from B3
  -- Cl. M-2, Downgraded to Ca from B3

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-4

  -- Cl. 1-A1, Downgraded to Aa2 from Aaa
  -- Cl. 1-A3, Downgraded to Aa2 from Aaa
  -- Cl. 1-A4, Downgraded to Ba2 from Aaa
  -- Cl. M-2, Downgraded to Ca from B2

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-5

  -- Cl. 1-A3, Downgraded to Baa3 from Aaa
  -- Cl. M-1, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-7

  -- Cl. 1-A3, Downgraded to A2 from Aaa
  -- Cl. M-1, Downgraded to Baa3 from A1
  -- Cl. M-2, Downgraded to B1 from Baa1
  -- Cl. M-3, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Structured Adjustable Rate Mortgage Loan Trust, Mortgage
Pass-Through Certificates, Series 2006-11

  -- Cl. 1-A2, Downgraded to Baa3 from Aaa
  -- Cl. M-2, Downgraded to B3 from B2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa2 from B1
  -- Cl. M-4, Downgraded to Ca from B2
  -- Cl. M-5, Downgraded to Ca from B3
  -- Cl. M-6, Downgraded to Ca from B3

Issuer: Structured Adjustable Rate Mortgage Loan Trust, Series
2007-1

  -- Cl. 1A-1, Downgraded to Baa1 from Aaa
  -- Cl. 1A-2, Downgraded to B3 from Aaa
  -- Cl. M-1, Downgraded to Ca from B3
  -- Cl. M-2, Downgraded to Ca from Caa1


SUMMER STREET: Fitch Junks Four Notes Ratings; Removes Neg. Watch
-----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative four classes of notes from Summer Street 2005-HG1
Ltd./LLC.  These rating actions are effective immediately:

  -- $915,753,059 class A-1 notes to 'BB+' from 'AAA';
  -- $99,875,183 class A-2 notes to 'CCC' from 'AAA';
  -- $21,500,000 class B notes to 'CC' from 'AA';
  -- $15,168,350 class C notes to 'C' from 'A';
  -- $13,291,729 class D notes to 'C' from 'BBB'.

Fitch's rating actions reflect the collateral deterioration within
the portfolio, specifically from subprime residential mortgage
backed securities.

Summer Street 2005-HG1 is a collateralized debt obligation that
closed Dec. 15, 2005.  The portfolio is managed by GE Asset
Management Incorporated and has a reinvestment period originally
scheduled to end in December 2009.  However, the reinvestment
period has ended because of the failure of the class AB principal
coverage test.  Summer Street 2005-HG1's portfolio is comprised of
subprime RMBS (56.0%), Alternative-A (Alt-A) RMBS (28.4%), prime
RMBS (12.3%), commercial mortgage backed securities (1.2%), and
other commercial and consumer ABS (2.1%).  Subprime RMBS of the
pre-2005, 2005, 2006, and 2007 vintages account for approximately
8.7%, 39.4%, 2.8%, and 5.1% of the portfolio, respectively.  Alt-A
RMBS of the pre-2005, 2005, 2006, and 2007 vintages account for
approximately 2.1%, 23.8%, 1.8%, and 0.7% of the portfolio,
respectively.

Since the last review conducted in January 2007, approximately
39.8% of the portfolio has been downgraded.  The portion of the
portfolio rated below investment grade is now 18.8% while 8.3% of
the portfolio is currently on Rating Watch Negative.

The collateral deterioration has caused the class AB, C, and D
principal coverage tests to fall below the 101.6%, 100.7%, and
100.2% triggers.  They are currently failing at 99.4%, 98.0%, and
96.9%, respectively.  As a result of the failure of these tests,
interest proceeds that would otherwise be used to pay class C and
D interest are being used to delever the class A-1 and A-2 notes.  
The failure of the principal coverage tests have also caused the
distribution of principal proceeds to be paid sequentially.  Class
A-1 paid down $18,079,899 with principal proceeds at the last
payment on June 9, 2008.  Consistent with the current ratings,
Fitch expects the class C and D notes to receive only capitalized
interest payments in the future with no ultimate principal
recovery.

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 stated
balance of principal by the legal final maturity date.  The
ratings of the class 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 stated
balance of principal by the legal final maturity date.

The classes are removed from Rating Watch Negative as Fitch
believes further negative migration in the portfolio will have a
lesser impact on these classes.


SUPERIOR ESSEX: S&P Withdraws 'BB' Corp. Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services withdrew its corporate credit
and recovery ratings on Atlanta-based Superior Essex Inc. after it
was acquired by Korean-based LS Cable Ltd. (unrated). Superior
Essex's outstanding $257 million 9% senior notes due 2012 have
been redeemed as part of the transaction.

As reported by the Troubled Company Reporter on July 4, 2008,
Standard & Poor's said its ratings on Superior Essex Inc.,
including the 'BB' corporate credit rating, remain on CreditWatch
with developing implications.  The ratings were placed on
CreditWatch on June 11, 2008, following Superior Essex's
announcement that it signed a definitive agreement to be acquired
by Korean-based LS Cable Ltd. (unrated) for $900 million, or $45
per share in a cash tender offer.  Developing implications means
that S&P could raise or lower the ratings.

Superior Essex, in its Schedule 14D-9 public filing dated July 1,
2008, indicated that LS Cable has received a debt commitment
letter from its lenders that will provide up to $350 million of
asset-backed senior secured credit facilities for the purpose of
redeeming the outstanding $257 million 9% senior notes due 2012.


SWISS CHEETAH: Moody's Cuts Rating to 'Ba2'; Puts Under Review
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on this swap:

Class Description: $10,000,000 Swiss Cheetah LLC, Series 2006-1
Credit Default Swap

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba2

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


SWISS CHEETAH: Moody's Trims $10MM S. 2006-2 Swap Rating to Ba2
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating on this swap:

Class Description: $10,000,000 Swiss Cheetah LLC, Series 2006-2
Credit Default Swap

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba2

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


SWISS CHEETAH:  Moody's Cuts $10 S. 2006-3 Swap Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating on this swap:

Class Description: $10,000,000 Swiss Cheetah LLC, Series 2006-3
Credit Default Swap

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba2

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


TBW MORTGAGE: Moody's Cuts 36 Certs. Rating on High Delinquency
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 36
tranches from 3 Alt-A transactions issued by TBW Mortgage-Backed
Trust.  Of these, 6 tranches remain on review for further possible
downgrade.  Additionally, 2 senior tranches were confirmed at Aaa.  
The collateral backing these transactions consists primarily of
first-lien, fixed rate, Alt-A mortgage loans.

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

Complete rating actions are:

Issuer: TBW Mortgage-Backed Trust 2007-1, Mortgage Pass-Through
Certificates, Series 2007-1

  -- Cl. A-2, Downgraded to Aa3 from Aaa
  -- Cl. A-3, Downgraded to Aa3 from Aaa
  -- Cl. A-5, Downgraded to Aa3 from Aaa
  -- Cl. A-8, Downgraded to Aa3 from Aaa
  -- Cl. A-4, Downgraded to A1 from Aaa
  -- Cl. A-6, Downgraded to A1 from Aaa
  -- Cl. A-7B, Downgraded to A1 from Aaa
  -- Cl. M-1, Downgraded to Ba2 from A2
  -- Cl. M-2, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from B2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from B2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from B2
  -- Cl. M-6, Downgraded to Ca from B3

Issuer: TBW Mortgage-Backed Trust Series 2006-3

  -- Cl. AP, Downgraded to Aa2 from Aaa
  -- Cl. AX, Downgraded to Aa2 from Aaa
  -- Cl. 1-A, Downgraded to Aa2 from Aaa
  -- Cl. 3-A, Downgraded to Aa2 from Aaa
  -- Cl. 4-A3, Confirmed at Aaa
  -- Cl. 5-A3, Confirmed at Aaa
  -- Cl. 2-A2, Downgraded to Aa3 from Aa1
  -- Cl. 4-A2, Downgraded to Aa3 from Aa1
  -- Cl. 5-A2, Downgraded to Aa3 from Aa1

Issuer: TBW Mortgage-Backed Trust Series 2006-6

  -- Cl. A-2A, Downgraded to Aa3 from Aaa
  -- Cl. A-2B, Downgraded to Aa3 from Aaa
  -- Cl. A-6A, Downgraded to Aa2 from Aaa
  -- Cl. A-3, Downgraded to A1 from Aaa
  -- Cl. A-5B, Downgraded to A1 from Aaa
  -- Cl. A-6B, Downgraded to A1 from Aa1
  -- Cl. M-1, Downgraded to Ba2 from Baa1
  -- Cl. M-2, Downgraded to B2 from Ba3
  -- Cl. M-3, Downgraded to B3 from B2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from B2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from B2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa2 from B2
  -- Cl. M-7, Downgraded to Ca from B3
  -- Cl. M-8, Downgraded to Ca from B3
  -- Cl. M-9, Downgraded to Ca from B3


TESORO CORP: Fitch Affirms 'BB+' ID and Sr. Unsec. Notes Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed Tesoro Corporation's Issuer Default
Rating and senior unsecured debt rating at 'BB+', and revised the
Rating Outlook to Negative.

Fitch currently rates Tesoro's debt as:

  -- IDR 'BB+';
  -- Senior unsecured notes 'BB+';
  -- Secured bank facility 'BBB-'.

Tesoro's ratings are supported by the scale and diversification
benefits of its portfolio of seven refineries comprising 658,000
barrels per day of crude capacity; its solid long-term competitive
position on the supply-constrained West Coast market; and recent
declines in crude oil and gasoline prices, which have offered a
measure of relief to shell-shocked consumers in North America.

Offsetting factors include: eroding refining fundamentals and weak
cash generation seen in the first half of the year; high pending
capital spending requirements across Tesoro's refinery system - a
significant portion of which are mandatory; higher liquidity
requirements driven by an historically expensive oil complex; and
Tesoro's exposure to the California gasoline market, which in the
short term continues to significantly underperform national
averages.

According to EIA data, total year-on-year demand destruction in
gasoline as of the end of July stood at -8.7% across the West
coast versus approximately -2% for the U.S. as a whole.  The
Negative Outlook reflects Fitch's concerns about Tesoro's ability
to meet its projected capex requirements from operating cash flows
given the poor fundamentals currently afflicting the industry.

Tesoro has suffered a sharp deterioration in its results over the
first half of the year.  In the second quarter it recorded net
income of just $4 million, following an $82 million net income
loss in Q1.  Note that the Q2 results include the liquidation of
old, cheaper LIFO inventory layers which netted a $48 million
after-tax gain.  Inventory liquidation also accounted for a
notable portion of cash flows for the quarter, as Tesoro drew
total inventories of crude and refined products down from 30.4
million barrels to 27.6 million barrels and recorded $117 million
in cash generation from inventory reductions over the first half
of the year.  Management has indicated that additional reductions
are possible as they continue to bring inventories in line with
declining demand levels.

For the latest 12 months ending June 30, 2008, Tesoro's
EBITDA/gross interest coverage ratio fell to 2.6 times from the
10.8x seen last year.  Debt/EBITDA rose to 5.2x from 1.2x over the
same period.  Note that the erosion of these metrics is largely
linked to a dramatic drop off in EBITDA rather than increases in
Tesoro's debt, which at June 30, 2008, had risen only slightly
relative to year-end 2007 levels.  Total debt at June 30, 2008 was
$1.79 billion versus the $1.66 billion seen at year-end 2007.  
Availability on Tesoro's $1.86 billion secured revolver at the end
of Q2 stood at 43% or $795 million, after direct borrowings of
$245 million and Letters of Credit issuance outstanding of
$820 million.  Cash on hand stood at $24 million.

Catalysts which could lead to a downgrade for Tesoro include:
increased borrowings to finance operations and/or pay for upcoming
capex; further deterioration in industry fundamentals; a major
operational hiccup at one or more of Tesoro's refineries; or
meaningful cost overruns for existing projects.  Factors which
would tend to resolve the Negative Outlook to Stable include:
sustained improvement in industry fundamentals, or additional
capex flexibility.

Following its 2007 acquisition of the Wilmington refinery, Tesoro
owns and operates seven crude oil refineries with a rated crude
oil capacity of approximately 658,000 bpd.  Five of Tesoro's
refineries are on the West Coast, with facilities in California,
Alaska, Hawaii, and Washington.  Tesoro also has refineries in
Salt Lake City, Utah, and Mandan, North Dakota.  Tesoro sells
refined products wholesale or through its network of branded
retail outlets.


TIM EDINGTON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tim L. Edington
        17448 Harvest Grove Court
        Bakersfield, CA 93314
        aka
        Timmy Lee Edington

        Judi D. Edington
        17448 Harvest Grove Court
        Bakersfield, CA 93314

Bankruptcy Case No.: 08-14554

Chapter 11 Petition Date: July 31, 2008

Court: Eastern District of California (Fresno)

Judge: Hon. Whitney Rimel

Debtor's Counsel: Robert H. Brumfield, III, Esq.
                  1675 Chester Avenue #320
                  Bakersfield, CA 93301
                  Tel: (661) 864-3800

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Tim Edington's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb0814554.pdf
      

TOWERING OAKS: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Towering Oaks Development Company, LLC
        c/o Danny Esquibel
        4113 Murfreesboro Rd.
        Franklin, TN 37067

Bankruptcy Case No.: 08-06928

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: Aug. 7, 2008

Court: Middle District of Tennessee (Nashville)

Debtor's Counsel: Roy C. Desha, Jr., Esq.
                  Law Office of Roy C. Desha, Jr.
                  1106 18th Avenue S.
                  Nashville, TN 37212
                  Tel: (615) 369-9600
                  Fax : 615 369-9613
                  Email: bknotice@deshalaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

            http://bankrupt.com/misc/tnmb08-06928.pdf


TOWER SEMICONDUCTOR: In Talks on Restructuring, Jazz Merger
-----------------------------------------------------------
Tower Semiconductor Ltd. is currently in advanced stages of
negotiation of a restructuring arrangement of its long-term debt
with its lender banks, Bank Leumi and Bank Hapoalim, and one of
its major shareholders, Israel Corporation Ltd. The restructuring
will include a substantial reduction in the level of the Company's
debt to its banks and Israel Corporation, deferrals of remaining
principal and interest, and a waiver from compliance with
financial covenants for an extended period of time. This
arrangement will also include an investment in the Company by
Israel Corporation. The Company expects that these negotiations,
currently in an advanced stage, will result in an improved balance
sheet and reduced level of debt. There can be no assurance that an
agreement will be concluded.

In connection with the joint press release dated May 19, 2008,
announcing that the Company and Jazz Technologies, Inc. entered
into a definitive agreement and Plan of Merger and Reorganization,
Jazz has set August 8, 2008 as the record date for a Special
Meeting of Stockholders to vote on, approve and adopt the merger.
The Company is in the process of filing an amendment to its Form
F-4 with the SEC together with a request for effectiveness.

          About Jazz Technologies and Jazz Semiconductor

Jazz Technologies(TM) is the parent company of Jazz Semiconductor,
Inc., a leading independent wafer foundry focused on Analog-
Intensive Mixed-Signal (AIMS) process technologies. The company's
broad product portfolio includes digital CMOS and specialty
technologies, such as RF CMOS, Analog CMOS, Silicon and SiGe
BiCMOS, SiGe C-BiCMOS, Power CMOS and High Voltage CMOS. These
technologies are designed for customers who seek to produce analog
and mixed-signal semiconductor devices that are smaller and more
highly integrated, power-efficient, feature-rich and cost-
effective than those produced using standard process technologies.
Jazz customers target the wireless and high-speed wireline
communications, consumer electronics, automotive and industrial
end markets. Jazz's executive offices and its U.S. wafer
fabrication facilities are located in Newport Beach, CA. Jazz
Semiconductor also has engineering and manufacturing support in
Shanghai, China. For more information, please visit
http://www.jazztechnologies.comand http://www.jazzsemi.com.

                  About Tower Semiconductor Ltd.

Tower Semiconductor Ltd. (TSEM) is an independent specialty
foundry that delivers customized solutions in a variety of
advanced CMOS technologies, including digital CMOS, mixed-signal
and RF (radio frequency) CMOS, CMOS image sensors, power
management devices, and embedded non-volatile memory solutions.
Tower's customer orientation is complemented by its uncompromising
attention to quality and service. Its specialized processes and
engineering expertise provides highly flexible, customized
manufacturing solutions to fulfill the increasing variety of
customer needs worldwide. Boasting two world-class manufacturing
facilities with standard and specialized process technologies
ranging from 1.0- to 0.13-micron, Tower Semiconductor provides
exceptional design support and technical services to help
customers sustain long-term, reliable product performance, while
delivering on-time and on-budget results. More information can be
found at http://www.towersemi.com.


TROPICANA INN INVESTORS: Involuntary Chapter 11 Case Summary
------------------------------------------------------------
Alleged Debtor: Tropicana Inn Investors, LLC
                5150 Duke Ellington Way
                Las Vegas, NV 89119

Case Number: 08-18719

Type of Business: The Debtor is a real estate developer.

Involuntary Petition Date: August 4, 2008

Court: District of Nevada (Las Vegas)

Petitioner's Counsel: Laurel E. Davis, Esq.
                         Email: ldavis@fclaw.com
                      Fennemore Craig, P.C.
                      300 S. Fourth Street, Ste. 1400
                      Las Vegas, NV 89101
                      Tel: (702) 692-8000
                      Fax: (702) 692-8099
                      http://www.fclaw.com/
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Jeffrey C. Stone, Inc.         unjust enrichment &  $4,084,788
Attn: Laurel E. Davis, Esq.    mechanics lien claim
Fennemore Craig, P.C.
300 S. Fourth St., Ste. 1400
Las Vegas, NV 89101

Perlman Architects of          unjust enrichment &  $528,510
California, Inc.               mechanics lien claim
Attn: Richard Peel, Esq.
Peel Brimley, LLC
3333 E. Serene Ave., Ste. 200
Henderson, NV 89074

High Point Construction, Inc.  unjust enrichment &  $270,149
Attn: Leon F. Mead, II         mechanics lien claim
Snell & Wilmer
3883 Howard Hughes Pkwy.,
Ste. 1100
Las Vegas, NV 89169

Precision Concrete             unjust enrichment &  $113,312
                               mechanics lien claim

Alpine Steel, LLC              unjust enrichment &  $105,884
                               mechanics lien claim

Sundance Pools & Spas, Inc.    unjust enrichment &  $18,920
                               mechanics lien claim


TROY DUNNE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Troy Patrick Dunne
        1350 East Tachevah Drive
        Palm Springs, CA 92262

Bankruptcy Case No.: 08-20057

Chapter 11 Petition Date: August 7, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Daniel C. Sever, Esq.
                  (dansever@severlegal.com)
                  Sever Law Office
                  41-750 Rancho Las Palmas, Suite N-2
                  Rancho Mirage, CA 92270
                  Tel: (760) 773-0720
                  Fax: (760) 773-0732

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

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

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


VAUGHAN FOODS: In Violation of Revolving Loan Financial Covenant
----------------------------------------------------------------
Due to the operating losses experienced in the first and second
quarter of 2008, Vaughan Foods, Inc. is in violation of the
financial covenant in its revolving loan agreement, although it
had not drawn anything on this facility. The Company has obtained
a waiver of non-compliance with the agreement from its lender and
the availability under the facility is now tied to certain
benchmarks of performance, such that the Company's availability
will be limited to $1.0 million through December 31, 2008, and
will be increased thereafter upon the Company's compliance with
additional benchmarks. The Company believes that its liquidity
will be adequate to meet its operating needs over the near term.

Vaughan Foods and its subsidiaries prepare refrigerated salads,
soups and sauces, as well as fresh-cut produce (salad and salad
mixes), which it distributes to its customers in the Midwest,
Southeast, and Southwest. Among its customers are restaurants,
grocery store delis and food service businesses.


VISKASE COS: S&P Cuts Ratings to 'CC'; On Watch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Darien, Ill.-based Viskase Cos. Inc. to 'CC' from
'CCC' and placed it on CreditWatch with negative implications. At
the same time, Standard & Poor's lowered the issue ratings on the
company's senior secured notes to 'CC' from 'CCC' and placed them
on CreditWatch with developing implications. As of March 31, 2008,
the company has about $145 million of adjusted debt, including a
modest amount of capitalized operating leases and unfunded
postretirement obligations.

With annual sales of about $250 million, Viskase is a global
producer of nonedible cellulosic, fibrous, and plastic casings
used to prepare and package processed meat products.

The corporate credit rating downgrade follows Viskase's tender
offer to exchange, at a discount to par, the $10.7 million of
outstanding 8% senior secured notes due December 2008 for newly
issued 11.5% senior secured notes due June 2011. The CreditWatch
placement with negative implications reflects that a downgrade to
'SD' (selective default) is likely following the completion of the
exchange offer. The lower rating would recognize the transaction's
completion, whereby the company would exchange the remaining
outstanding notes for cash or securities that have a total value
that is less than par.

"The CreditWatch with developing implications listing on the
company's existing 11.5% senior secured notes due 2011 reflects
the risk of a lower corporate credit rating, and the potential
that we may affirm or raise the rating on the notes, following the
exchange offer conclusion," said Standard & Poor's credit analyst
Ketul Gondha. "If the exchange offer is completed, we could raise
the rating on the notes, after we reassess the noteholders'
default risk and recovery prospects," he continued.


WESTAFF INC: Inks Forbearance Deal with U.S. Bank, Wells Fargo
--------------------------------------------------------------
Westaff, Inc., a provider of staffing services, entered into a
Forbearance Agreement with U.S. Bank National Association and
Wells Fargo Bank, National Association, effective July 31, 2008.
This agreement relates to bank covenant defaults which occurred on
April 19, 2008 under the Financing Agreement dated February 14,
2008. Under the terms of this Forbearance Agreement, the banks
have agreed to forebear from exercising any remedies that they may
have against the Company as a result of such events of default
through August 26, 2008.

"We are actively working with our banks to develop a longer-term
agreement and we are confident that we will be able to complete a
long-term solution by the expiration of August 26, 2008.
Additionally, we are continuing to streamline our costs, build our
leadership team and focus on growth and improved financial
performance," commented Westaff CEO and Chairman Michael T.
Willis.

"Westaff continues to focus on delivering quality, innovative
services to our client companies and positive growth to our
investors," added Mr. Willis. "I am confident that under this
agreement we have the working capital resources we need to deliver
on our long- and short-term objectives."

In the Company's Current Report on Form 8-K filed on May 30, 2008,
the Borrower received a notice of default from the Agent stating,
among other things, that an Event of Default has occurred due to
the Borrower's failure to achieve a Fixed Charge Coverage Ratio
for the fiscal period ended April 19, 2008.

                Terms of the Forbearance Agreement

Pursuant to the terms of the Forbearance Agreement:

     (i) the Lenders and the Agent agreed to forbear from
         exercising any of their default rights and remedies in
         response to the occurrence and continuance of the Event
         of Default commencing on the date of the Forbearance
         Agreement and ending on August 26, 2008,

    (ii) the Borrower agreed to a reduction in the aggregate
         amount of the commitments under the Financing Agreement
         from US$50 million to US$33 million effective as of June
         23, 2008,

   (iii) the Agent agreed to maintain a reserve against the
         revolving credit availability to cover Borrower's payroll
         and payroll tax obligations, (iv) the Borrower agreed to
         pay to the Agent for the ratable benefit of the Lenders a
         one-time forbearance fee in the amount of US$50,000.  The
         interest rate applicable to loans made pursuant to the
         Financing Agreement will continue at the default rate
         through the Forbearance Period.

Westaff -- http://www.westaff.com-- provides staffing services  
and employment opportunities for businesses in global markets.
Westaff annually employs in excess of 125,000 people and services
more than 20,000 client accounts from 204 offices located
throughout the United States, Australia and New Zealand.


WHITEHALL JEWELERS: May Use Up to $80MM DIP Fund Through August 28
------------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware issued a third agreed order extending and modifying
debtor-in-possession interim financing order in the bankruptcy
case of Whitehall Jewelers Holdings, Inc. and Whitehall Jewelers
Inc.  The interim order on the DIP fund is extended through
Aug. 28, 2008.  The limitation on extensions of credit under the
DIP facility contained in the interim order is increased to
$80,000,000.

The Court also directed the Debtors to set aside $352,190 from the
proceeds of a sale of any of the Debtors' assets located in the
State of Texas or the City of Memphis for the secured claims of
the Texas and Memphis Tax Authorities.

                 First and Second Agreed Orders

On June 24, 2008, the Court granted the DIP motion and entered the
interim order.  On July 18, 2008, the Court entered the agreed
order scheduling a final hearing and extending DIP financing order
through July 24.  A second extension order allowed the Debtors to
access the DIP fund through Aug. 8, 2008.

The Debtors, prepetition secured parties, term lenders, DIP agent,
term loan agent, and counsel to the Official Committee of
Unsecured Creditors have represented to the Court that they have
agreed to (i) further extend the interim order, (ii) enter certain
relief on a final basis, (iii) modify the interim order, and (iv)
reschedule the final hearing in accordance with the terms of the
third agreed order.

A final hearing on the DIP financing is scheduled for Aug. 28,
2008, at 2:00 p.m. at the U.S. Court in Wilmington, Delaware.

                     About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa.  The company operates stores in regional and regional
shopping malls under the names Whitehall and Lundstrom.  The
Debtors' retail stores operate under the names Whitehall (271
locations), Lundstrom (24 locations), Friedman's (56 locations,
and Crescent (22 locations).  As of June 23, 2008, the Debtors
have about 2,852 workers.

The company and its affiliate, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Moses & Singer LLP and Bayard, P.A., represent the  
Committee.

When the Debtors' filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


WHITEHALL JEWELERS: FTI Consulting Approved as Financial Advisor
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Whitehall Jewelers Holdings Inc. and its debtor-affiliates
permission to employ FTI Consulting Inc. as their financial
advisor.

FTI is expected to:

   a) assist the Debtors in the preparation of a rolling 13-week
      cash forecast to be used to solicit proposal for DIP
      financing;

   b) advice management on cash conversation measures and assist
      with implementation as requested;

   c) advise and assist the Debtors in their review of existing
      and proposed systems and controls, including but not limited
      to, cash management;

   d) assist management and the board of directors in contingency
      planning including the evaluation of a potential Chapter 11
      filing;

   e) advise and assist the Debtors in the process of identifying
      and reviewing debtor-in-possession financing;

   f) assist the Debtors in preparing collateral package in
      support of DIP financing;

   g) advise and assist the Debtors in their preparation, analysis
      and monitoring of historical, current and projected
      financial affairs;

   h) assist the Debtor in the valuation of their business and in
      the preparation of a liquidation valuation for a
      reorganization plan and disclosure purposes;

   i) advise and assist the Debtors in the development and
      assessment of bonus, incentive and severance plans;

   j) advise and assist the Debtors in reviewing executory
      contracts and providing recommendations to assume or reject;

   k) advise and assist the Debtors to review and evaluate the
      claims process;

   l) advise and assist the Debtors regarding various
      reorganization tax issues, including calculating net
      operating loss carry forwards, and the tax consequences of
      any proposed plans of reorganization.

   m) attend meetings and court hearings as may be required as
      financial advisors and restructuring accountants to the
      Debtors;

   n) render expert testimony and litigation support services, as
      requested from time to time by the Debtors;

   o) advise and assist the Debtors in identifying and reviewing  
      preference payments, fraudulent conveyances and other causes
      of actions;

   p) assist the Debtors with capital raising and conducting a
      formal sale process; and

   q) assist with other accounting and financial advisory services
      as requested by the Debtors and the board of directors.

The firm's professionals will bill at:

      Professionals                     Hourly Rates
      -------------                     ------------
      Senior Managing Directors           $665-$715
      Directors/Managing Directors        $470-$620
      Associates/Consultants              $265-$435
      Administration/Paraprofessionals    $100-$190

To the best of the Debtors' knowledge, the firm does not hold any
interests adverse to the Debtors' estate and creditors, and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                     About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa.  The company operates stores in regional and regional
shopping malls under the names Whitehall and Lundstrom.  The
Debtors' retail stores operate under the names Whitehall (271
locations), Lundstrom (24 locations), Friedman's (56 locations,
and Crescent (22 locations).  As of June 23, 2008, the Debtors
have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, notice
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


WHITEHALL JEWELERS: Taps Great American as Liquidation Consultant
-----------------------------------------------------------------
Whitehall Jewelers Holdings Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
permission to employ Great American Group LLC as their liquidation
consultant.

As the Debtors' liquidation consultant, the firm will, among other
things:

   a) provide financial assistance to assist the Debtors in  
      conducting the sale;

   b) oversee the liquidation and disposal of the Debtors' assets
      to assist in maximizing the net proceeds from the assets;

   c) recommend and implement appropriate advertising to sell the
      Debtors' assets during the sale; and

   d) monitor the sale expenses of the Debtors.

The firm will be paid a fee equal to 2.5% of the gross proceeds
under the consulting agreement.  After the sale commencement date,
the fee will be reduced by $75,000 each week.

To the best of the Debtors' knowledge, the firm is a
"disinterested person" as defined in Section 101(14) of the
bankruptcy Code.

A full-text copy of the consulting agreement is available for free
at http://ResearchArchives.com/t/s?3096


                     About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa.  The company operates stores in regional and regional
shopping malls under the names Whitehall and Lundstrom.  The
Debtors' retail stores operate under the names Whitehall (271
locations), Lundstrom (24 locations), Friedman's (56 locations,
and Crescent (22 locations).  As of June 23, 2008, the Debtors
have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, notice
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


WILDWOOD BEACH: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Lead Debtor: Wildwood Beach Hotel & Resort LLC
             52 N. Broad Street
             Woodbury, NJ 08096

Bankruptcy Case No.: 08-25013

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
WBHRII LLC                                         08-24995
WBHRIII, LLC,                                      08-24999

Chapter 11 Petition Date: Aug. 8, 2008

Court: District of New Jersey (Camden)

Debtor's Counsel: Roger C. Mattson, Esq.
                   (rogermattson1@verizon.net)
                  Law Offices of Roger C. Mattson
                  26 Newton Avenue
                  Woodbury, NJ 08096
                  Tel: (856) 848-4050
                  Fax: (856) 848-9504

Estimated Assets: $10 million to $50 million

Estimated Debts:  Less than $50,000

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

                       
WM WRIGLEY: Moody's To Cut Notes Rating to Ba2 on Pending Merger
----------------------------------------------------------------
Moody's Investors Service provided updated ratings guidance for
those long term debt instruments of Wm Wrigley Jr. Co. that will
remain outstanding at the time of its pending merger with Mars,
Inc.

Moody's view, based on the anticipated structure of the merger and
financing plan, is that the senior unsecured notes would be
downgraded to Ba2 from A1.

On April 28, 2008 Moody's placed the A1 senior unsecured debt
rating, Prime-1 short-term rating, and prospective ratings on the
multi-security shelf registration of the Wm. Wrigley Jr. Company
under review for possible downgrade following the company's
announcement that it has reached an agreement to merge with Mars,
Incorporated.

Under the merger agreement Mars will acquire 100 percent of
Wrigley's common stock for $80 per share in a transaction valued
at approximately $23 billion.  When completed, Wrigley will become
a privately held subsidiary of Mars.  Funding for the transaction
will include an $11 billion equity contribution from Mars; a
$4.85 billion syndicated senior secured debt facility, and
$4.4 billion of subordinated debt.  The merger has received
regulatory approval in the European Union and in the United
States, and is expected to close in the fourth quarter subject to
shareholder vote at the special stockholders meeting scheduled for
Sept. 25, 2008.  Moody's has not rated the proposed new debt
financing.

Moody's does not take rating actions prompted by a major corporate
event until the event is nearly certain, and all material terms of
any related financing are known and finalized.  In Wrigley's case,
with the passage of time, execution risks have been materially
reduced, including regulatory approvals and substantial progress
in firming up the necessary financing.  Therefore, Wrigley's
ratings will likely remain under review for possible downgrade
until the merger is completed.

The ratings when concluded will reflect higher financial leverage
at Wrigley resulting from the incurrence of approximately
$9.0 billion in transaction related debt.  The ratings will also
take into account Wrigley's modest scale relative to peers, its
narrow product portfolio, and an unfavorable financial policy
shift as it relates to existing debt holders.  The ratings will
continue to be supported by Wrigley's strong business fundamentals
including its global geographic reach, leading market shares, and
high profit margins.

Wrigley currently has $1 billion in senior unsecured notes rated
by Moody's consisting of $500 million 4.3% notes due July 15,
2010, and $500 million 4.65% notes due July 15, 2015.

Ratings under review:

  -- Senior unsecured debt at A1;
  -- Senior unsecured shelf at (P)A1;
  -- Subordinated shelf at (P)A2;
  -- Preferred shelf at (P)A3;
  -- Short term debt at Prime-1.

Wm. Wrigley Jr. Company, based in Chicago, Illinois, is a leading
global confectionery products company and the largest manufacturer
of chewing gum in the world.  Wrigley's products are sold in over
180 countries.  Key brands include: Doublemint, Juicy Fruit,
Orbit, Extra, Airwaves, Eclipse, Altoids and Life Savers.  Net
revenues in fiscal 2007 totaled $5.4 billion.

Mars, Incorporated, headquartered in McLean, Virginia, is a family
owned leading producer of confectionery, food, and pet care
products.  Mars operates in over 66 countries.  Key brands include
Dove, M&M's, and Snickers confectionery products, Uncle Ben's
rice, and Pedigree and Whiskas pet care products.  The company's
global sales are $22 billion annually.


* S&P Cuts Ratings on Four Structured ARM Loan Trust Deals to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 35
classes from four Structured Adjustable Rate Mortgage Loan Trust
transactions. The transactions are residential mortgage-backed
securities (RMBS) backed by U.S. prime jumbo mortgage loan
collateral issued in 2005. In addition, S&P affirmed its ratings
on 62 classes from these series.

S&P lowered its ratings on four 'CC' rated classes to 'D' because
the affected classes suffered principal write-downs due to the
depletion of credit support provided by subordination, and thus,
S&P does not expect them to receive their full principal balance.

The remaining downgrades reflect S&P's opinion that projected
credit  support for the affected classes is insufficient to
maintain the previous ratings, given S&P's current projected
losses. S&P used the 1999 prime jumbo vintage as S&P's benchmark
default curve to forecast the performance of the 2005 vintage. The
1999 vintage experienced the most stress of any issuance year over
the past 10 years (excluding recent years since 2005) in terms of
foreclosures. S&P expects the losses in 2005 to exceed those
experienced in 1999; however, in S&P's opinion, the timing of the
losses, and therefore the shape of the loss curve, is more likely
to be similar to that of 1999 than to any subsequent year. S&P
calculated individual transaction projections by multiplying the
current foreclosure amount (adjusted by delinquencies, as
described in the following sentence) by the rate of change that
the foreclosure curve forecasted for the upcoming periods. In
addition, S&P assumed that 100% of the 90-plus-day delinquent
loans and 50% of the 60-day delinquent loans would be in
foreclosure within five months. Due to current market conditions,
S&P is assuming that it will take approximately 18 months to
liquidate loans in foreclosure and approximately eight months to
liquidate loans categorized as real estate owned (REO). S&P is
assuming a loss severity of 25% for vintage year 2005 U.S. prime
jumbo RMBS transactions.

Additionally, S&P assumed that the loans that are currently REO
will be liquidated over the next eight months, and then S&P added
the projected loss amounts from the REO liquidations to the
projected losses from foreclosures.  S&P estimated the lifetime
projected losses by adding these projected losses to the actual
losses that the transactions have experienced to date.

S&P's lifetime projected losses, as a percentage of the original
pool balances, for these four U.S. RMBS transactions backed by
prime jumbo collateral issued in 2005 are:

Structured Adjustable Rate Mortgage Loan Trust

Series      Group   Projected Loss (%)
2005-15     I                     1.02
2005-20     I                     2.18
2005-20     II                    1.01
2005-21     I                     2.24
2005-21     II                    1.15
2005-23     I                     3.40
2005-23     II                    2.61

To maintain a rating higher than 'B', a class had to absorb losses
in excess of the base case assumption S&P used in its analysis.
For example, one prime jumbo class may have to withstand 150% of
S&P's projected loss assumption in order to maintain a 'BB'
rating, while a different class may have to withstand losses of
approximately 200% of its base case loss assumption to maintain a
'BBB' rating. Each class that has an affirmed 'AAA' rating can
generally withstand approximately 350% of S&P's projected loss
assumptions under its analysis.

The affirmations reflect actual and projected credit enhancement
percentages that are sufficient to support the current ratings.

Subordination provides credit support for the affected
transactions. The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. prime jumbo mortgage loans that
are secured primarily by first liens on one- to four-family
residential properties.

Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

RATINGS LOWERED

Structured Adjustable Rate Mortgage Loan Trust
                                        Rating
Transaction       Class            To             From
2005-15           B-3              A              AA-
2005-15           B-4              BB+            A
2005-15           B-5              BB             A-
2005-15           B-6              B              BB
2005-15           B-7              CCC            BB-
2005-15           B-8              CC             CCC
2005-15           B-9              D              CC
2005-20           B1-I             A              AA
2005-20           B2-I             BB             BBB
2005-20           B3-I             B              BB-
2005-20           B7-I             D              CC
2005-20           B2-II            BBB            AA
2005-20           B3-II            B              BB
2005-20           B4-II            CCC            B
2005-20           B5-II            CCC            B
2005-20           B6-II            CC             CCC
2005-21           B4-I             B              BB-
2005-21           B5-I             CCC            B
2005-21           B2-II            A              AA
2005-21           B3-II            BB-            BBB-
2005-21           B4-II            B-             B+
2005-21           B5-II            CCC            B
2005-21           B6-II            CC             CCC
2005-23           1-A4             BBB            A
2005-23           2-A2             BBB            A
2005-23           B1-I             B              BB
2005-23           B3-I             CC             CCC
2005-23           B5-I             D              CC
2005-23           3-A2             A              AAA
2005-23           4-A2             A              AAA
2005-23           B1-II            B              BBB
2005-23           B2-II            CCC            B
2005-23           B3-II            CC             CCC
2005-23           B4-II            CC             CCC
2005-23           B6-II            D              CC

RATINGS AFFIRMED
   
Structured Adjustable Rate Mortgage Loan Trust
                                       
Series            Class            Rating   
2005-15           1-A1             AAA
                  1-A2             AAA
                  1-AX             AAA
                  1-PAX            AAA
                  2-A1             AAA
                  2-A2             AAA
                  3-A1             AAA
                  3-A2             AAA
                  4-A1             AAA
                  4-A2             AAA
                  B-1              AA+
                  B-2              AA

Structured Adjustable Rate Mortgage Loan Trust
                                       
Series            Class            Rating   
2005-20           1-A1             AAA
                  1-A2             AAA
                  2-A1             AAA
                  2-A2             AAA
                  3-AX             AAA
                  3-A1             AAA
                  3-A2             AAA
                  3-A3             AAA
                  4-A1             AAA
                  4-A2             AAA
                  B1-II            AA+
                  B4-I             CCC
                  B5-I             CCC
                  B6-I             CC
                  B7-II            CC

Structured Adjustable Rate Mortgage Loan Trust
   
Series            Class            Rating   
2005-21           1-A              AAA
                  2-A              AAA
                  3-A1             AAA
                  3-A2             AAA
                  4-A1             AAA
                  4-A2             AAA
                  5-A1             AAA
                  5-A2             AAA
                  6-A1             AAA
                  6-A2             AAA
                  6-A3             AAA
                  6-A4             AAA
                  6-AX             AAA
                  7-A1             AAA
                  7-A2             AAA
                  B1-I             A-
                  B2-I             BBB
                  B3-I             BB
                  B6-I             CCC
                  B7-I             CCC
                  B8-I             CC
                  B1-II            AA+
                  B7-II            CC                  
                  

Structured Adjustable Rate Mortgage Loan Trust
     
Series            Class            Rating   
2005-23           1-A1             AAA
                  1-A2             AAA
                  1-A3             AAA
                  1-AZ             AAA
                  1-AX             AAA
                  1-A2X            AAA
                  2-A1             AAA
                  3-A1             AAA
                  4-A1             AAA
                  B2-I             CCC
                  B4-I             CCC
                  B5-II            CC


* Automotive Supplier Bankruptcy Risk High, Says Grant Thornton
---------------------------------------------------------------
Lower industry volumes and the massive decline in truck and SUV
sales have put as many as one-third of automotive suppliers in
North America at risk of bankruptcy, according to the Summer 2008
Automotive Industry Review prepared by Grant Thornton Corporate
Advisory and Restructuring Services. At the same time, bankruptcy
concerns for the Detroit Three domestic automakers are overblown,
despite recent credit downgrades by the major debt rating
agencies.

"The magnitude of the decline in truck and SUV sales can be
captured in two key events likely to unfold this year: the Toyota
Camry ending the Ford F-Series' 26-year run as the best-selling
vehicle line and Honda vaulting past truck-dependent Chrysler to
become the number three automaker by annual U.S. sales," said
Kimberly Rodriguez, principal of Grant Thornton Advisory Services
Automotive Platform.

The report said at-risk suppliers feature one or more of the
following qualities:

    -- Heavily reliant on large SUV and truck volumes
    -- Located only in North America
    -- Concentrated on domestic OEM sales
    -- Have a significantly large SUV and truck platform part
       sourcing
    -- Exposed to increases in raw materials costs without ability
       to pass on to customer

"The decline in industry volumes and the shift to more fuel-
efficient vehicles is creating a massive ripple effect in the
supply chain," said Rodriguez. "The full impact of very low truck
and SUV production in the second half of the year and any new
production cutbacks this fall -- something we believe is likely --
will only make supplier cash flow problems more difficult to
manage.

"It's not just the suppliers producing lift gates, transfer cases
and other truck-only parts that are at risk, but also all those
relying on truck volumes for survival, including companies
producing chassis systems, NVH systems, driveline and drivetrain
components, stampings, and a host of others," she added.

                   Chapter 11 Risk Low for OEMs

While bankruptcy is a real possibility for many suppliers,
Rodriguez believes the risk of an OEM filing for bankruptcy is
remote, especially for General Motors and Ford, despite asset
impairments, growing losses from continuing operations in the
United States and massive restructuring charges.

"Ford and GM are not going to file for bankruptcy," said
Rodriguez. "It would start a domino effect of bankruptcies
throughout the supply base and it would tank consumer confidence
in their brands, even in markets like Asia, Europe and South
America where they are profitable and growing. The bankruptcy
process carries too many risks, so they're going to have to look
at all financing options available, including government loans,
joint ventures, foreign investment and other financing in capital
markets. The target will be to have enough cash to get them to
2010, when their product lines will be more in line with customer
demands."

Chrysler also is an unlikely candidate for bankruptcy, but for
different reasons: the value of its assets like assembly plants,
its parts and service business and its retail network.
"It's the appropriate time for companies like SAIC (Shanghai
Automotive Industry Corp.), Tata, Renault and others who have been
holding back on capital, to establish footholds on U.S. soil,
either through acquisitions or greenfield investments."

          Double-digit Declines in Dealer Ranks Possible

At the local level, the auto industry crisis will play out at
thousands of dealerships across the country, according to the
Automotive Industry Review.

Lower throughput, higher expenses and declining margins have
plagued many dealerships over the last several years, especially
those selling domestic brands. Now, with annual industry volumes
plummeting from the 16- to 17-million unit range of 1999-2007 to
about 14.5 million units in 2008, many stores are no longer
viable.

According to Grant Thornton's analysis, 2,736 dealerships would
need to close just to maintain sales per dealer at last year's
level of 747 units.

"The total number of U.S. light vehicle dealerships has been
declining since 2003, but for the domestics, the declines have not
kept pace with their sales and share declines," said Rodriquez.
"Without consolidation, the average dealership will sell 81 fewer
units this year than the 10-year average. Stores already
struggling may not make it and operators should be open to
consolidation opportunities."

The full Automotive Industry Review can be viewed at
http://www.grantthornton.com/automotive.

About Grant Thornton Corporate Advisory and Restructuring Services
Grant Thornton's Corporate Advisory and Restructuring Services
launched its U.S. practice in 2007 and has grown to include more
than 75 professionals in eight offices, serving more than three
dozen clients. The Corporate Advisory and Restructuring Services
team works with underperforming and transitional companies and
their stakeholders. They quickly evaluate the financial and
operational issues adversely affecting performance, assess the
strategic alternatives and develop and execute comprehensive plans
to address the challenges. Grant Thornton's world class advisory
team delivers in-depth evaluations and balanced insight through a
comprehensive, holistic approach.

Grant Thornton LLP is the U.S. member firm of Grant Thornton
International, one of the leading global accounting, tax and
business advisory organizations. Through member firms in more than
110 countries, including 50 offices in the United States, the
partners and employees of Grant Thornton member firms provide
personalized attention and the highest quality service to public
and private clients around the globe.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                                   Total
                                       Total  Shareholders Working
                                      Assets     Equity    Capital
  Company                Ticker        ($MM)      ($MM)      ($MM)
  -------                ------     --------     ------
-------                                                                     
ABSOLUTE SOFTWRE          ABT            87        (2)         29
AFC ENTERPRISES           AFCE          146       (51)        (28)
APP PHARMACEUTIC          APPX        1,105       (42)        260
ARIAD PHARM               ARIA           82       (39)         59
BARE ESCENTUALS           BARE          263       (49)        113
BLOUNT INTL               BLT           482       (33)        148
CABLEVISION SYS           CVC         9,483    (5,001)       (633)
CENTENNIAL COMM           CYCL        1,375    (1,040)         57
CHENIERE ENERGY           CQP         1,923      (253)        108
CHOICE HOTELS             CHH           349      (115)        (16)
CLOROX CO                 CLX         4,730      (350)       (412)
COLUMBIA LABORAT          CBRX           48        (6)         11
CONEXANT SYS              CNXT          625      (133)        206
COREL CORP                CRE           255       (12)        (20)
COREL CORP                CREL          255       (12)       (20)
CROWN MEDIA HL-A          CRWN          682      (661)       (35)
CV THERAPEUTICS           CVTX          351      (207)       267
CYBERONICS                CYBX          136       (15)       110
CYTORI THERAPEUT          CYTX           17       (12)         1
DELTEK INC                PROJ          181       (72)        39
DEXCOM                    DXCM           57       (15)        34
DISH NETWORK-A            DISH        7,681    (2,092)      (466)
DUN & BRADSTREET          DNB         1,658      (512)      (192)
DYAX CORP                 DYAX           85       (14)        21
EINSTEIN NOAH RE          BAGL          160       (22)       (48)
ENDEVCO INC               EDVC           19        (5)        (8)
EXTENDICARE REAL          EXE-U       1,541        (9)       125
FORD MOTOR CO             F         270,450    (3,229)     19646
FORD MOTOR CO             F         270,450    (3,229)     19646
GARTNER INC               IT          1,121       (42)      (266)
GENCORP INC               GY            994       (24)        67
GENERAL MOTORS            GM        136,046   (55,594)    (18825)
GENERAL MOTORS C          GMB       136,046   (55,594)    (18825)
GLG PARTNERS INC          GLG           581      (350)        80
GLG PARTNERS-UTS          GLG         581      (350)          80
HEALTHSOUTH CORP          HLS         1,965      (872)      (161)
HUMAN GENOME SCI          HGSI          847      (120)       (36)
ICO GLOBAL C-NEW          ICOG          608      (160)       (49)
IMAX CORP                 IMAX          204       (95)        (8)
IMAX CORP                 IMX           204       (95)        (8)
IMS HEALTH INC            RX          2,360       (10)       324
INCYTE CORP               INCY          205      (237)       152
INTERMUNE INC             ITMN          210       (81)       161
IPCS INC                  IPCS          553       (38)        60
JAZZ PHARMACEUTI          JAZZ          187       (36)         0
KNOLOGY INC               KNOL          654       (52)        (6)
LIFE SCIENCES RE          LSR           202       (14)        10
LINEAR TECH CORP          LLTC        1,584      (434)      1070
MEDIACOM COMM-A           MCCC        3,659      (283)      (295)
MOODY'S CORP              MCO         1,664      (822)      (248)
NATIONAL CINEMED          NCMI          490      (547)        51
NEWCASTLE INVT C          NCT         6,254       (65)       N.A.
NPS PHARM INC             NPSP          188      (197)      (232)
OCH-ZIFF CAPIT-A          OZM         2,101      (255)       N.A.
OSIRIS THERAPEUT          OSIR           32       (15)       (23)
PRIMEDIA INC              PRM           251      (137)        (6)
PROTECTION ONE            PONE          655       (45)         0
RADNET INC                RDNT          510       (77)        10
RASER TECHNOLOGI          RZ             59        (5)        13
REGAL ENTERTAI-A          RGC         2,688      (214)      (124)
RESVERLOGIX CORP          RVX            21        (6)        16
ROK ENTERTAINMEN          ROKE           17       (25)        (7)
RURAL CELLULAR-A          RCCC        1,405      (558)       169
SALLY BEAUTY HOL          SBH         1,432      (729)       401
SEALY CORP                ZZ          1,044      (105)        41
SEMGROUP ENERGY           SGLP          262       (55)       (10)
SHERWOOD COOPER           SWC           283       (21)       (54)
SONIC CORP                SONC          798       (87)       (41)
ST JOHN KNITS IN          SJKI          213       (52)        80
SYNTA PHARMACEUT          SNTA           87       (10)        60
TAUBMAN CENTERS           TCO         3,198        (1)       N.A.
TEAL EXPLORATION          TEL            47       (19)       (42)
TEAL EXPLORATION          TL             47       (19)       (42)
THERAVANCE                THRX          281      (112)       202
UAL CORP                  UAUA       21,336      (570)     (2522)
UST INC                   UST         1,417      (394)       165
VALENCE TECH              VLNC           37       (60)        11
WARNER MUSIC GRO          WMG         4,519       (99)      (750)
WEIGHT WATCHERS           WTW         1,107      (893)      (210)
WESTMORELAND COA          WLB           783      (178)       (85)
WR GRACE & CO             GRA         3,859      (273)       934
XM SATELLITE(A            XMSR        1,724    (1,144)      (683)

                             *********

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 ***