TCR_Public/080813.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, August 13, 2008, Vol. 12, No. 192           

                             Headlines

a21 INC: Inks Commercial Loan Agreement with Applejack Art
ACCURIDE CORP: High Leverage Cues S&P to Cut Rating to 'B'
AIR 2 US: S&P Affirms 'BB-', 'B-' Ratings; Off CreditWatch
ALLIED HOLDINGS: Releases June 2008 Post-Confirmation Qtr. Report
ALLIED SECURITY: S&P Assigns 'B+' Rating on $380MM Loan Facility

ALLIS-CHALMERS: Cancels Merger Agreement with Bronco Drilling
ALLIS-CHALMERS: Bronco Deal Wrap-Up Cues Moody's B2 CF Rating
AMERICAN HOME: S&P Drops Classes II-A, III-M-1 Securities to 'D'
ARIAD PHARMACEUTICALS: Merck to Pay $2.5MM for Cancer Drug Test
AVICENA GROUP: Dr. Leslie Fang Elected to Board of Directors

BANC OF AMERICA: S&P Cuts Ratings on Three Classes to 'CCC'
BIOJECT MEDICAL: Shares Now Trading at OTC After Nasdaq Delisting
BLOCKBUSTER INC: Posts $41.9 Mil. Net Loss in Second Quarter 2008
BORGER ENERGY: S&P Raises $117MM Sr. Secured Bond Rating to 'BB-'
BOSCOV'S INC: Wants to Hire Jones Day as Lead Bankruptcy Counsel

BUILDING MATERIALS: Housing Slump Cues S&P to Cut Rating to CCC+
CANADIAN TRUST: Court Extends CCAA Protection until August 31
CANADIAN TRUST: No Order Yet on Debtors' Plan of Compromise Appeal
CATHOLIC CHURCH: Mediation for Fairbanks Assets Set for Aug. 14
CATHOLIC CHURCH: Panel Taps Morrow & Hensel in Faribanks' Case

CATHOLIC CHURCH: Portland Lawyer Balks at Clergy Info Disclosure
CATHOLIC CHURCH: Judge Williams Reopens Spokane's Case
CBA COMMERCIAL: S&P Cuts Class M-7 to 'D' After Principal Loss
CBRE REALTY: S&P Affirms 'BB' Rating on Classes K, L Notes
CLAYTON HOLDINGS: Moody's Withdraws B1 Corporate Family Rating

CLEAR CHANNEL: Implements Stock Fund Blackouts Prior to Merger
CMT AMERICA: Gets Final Approval to Use Clothing's $2.8 Mil. Loan
CMT AMERICA: Court Approves Going-Out-Of-Business Sales Motion
CONSECO INC: Planned Spin-Off Cues Fitch to Affirm All Ratings
CONSECO INC: S&P Holds B+, BB+ Ratings on Plan to Transfer Units

CONTINENTAL AIRLINES: S&P Affirms 'B' Rating; Off CreditWatch
COUDERT BROTHERS: Panel Wants to Investigate 16 Former Partners
CPG INTERNATIONAL: S&P Revises Outlook to Neg; B Rating Affirmed
CT CDO IV: S&P Affirms 'BB', 'B' Ratings on Six Classes
DANA CORP: Settles Allen County's Claim for $1,750,000

DELTA AIR: Gets Unconditional Clearance from European Commission
DELTA AIR: Shareholders to Vote on Northwest Merger Sept. 25
DELTA AIR: Trial for Comair 5191 Crash Lawsuits Canceled
DELTA AIR: Drops Springfield-Cincinnati Route and Stewart Flights
DELTA AIR: Cancels Freedom CRJ-900 Delta Connection Agreement

F&N CONSTRUCTION: Case Summary & 12 Largest Unsecured Creditors
FRANK WOODWORTH: Case Summary & 20 Largest Unsecured Creditors
FTI CONSULTING: S&P Affirms 'BB' Rating; Outlook Positive
GLOBAL EDGE: Case Summary & 9 Largest Unsecured Creditors
INERGY LP: Inks Deal to Acquire US Salt in Upstate New York

INERGY LP: US Salt Bid Cues S&P to Put BB- Ratings on Watch Neg
INTERMET CORP: Files for Chapter 11 Bankruptcy in Delaware
INTERMET CORPORATION: Case Summary & 20 Largest Unsec. Creditors
JAMES BAUR: Case Summary & Six Largest Unsecured Creditors
JDA SOFTWARE: S&P Puts 'B+' Corp. Credit Rating on Watch Positive

LANDSOURCE COMMUNITIES: Ex-Governer Davis to Provide Legal Advice
LEVITT AND SONS: Wachovia, et al. Balk at Disclosure Statement
LEVITT AND SONS: Wants to Hire Moecker Auctions as Auctioneer
LSP BATESVILLE: S&P Cuts Senior Secured Bonds Ratings to 'B'
L&M PRESSWORKS: Case Summary & 20 Largest Unsecured Creditors

MAXXAM INC: June 30 Balance Sheet Upside-Down by $306.3 Million
MEDIACOM COMMS: June 30 Balance Sheet Upside-Down by $282.8MM
MEDICURE INC: Continues to Explore Ways to Strengthen Finances
MERRILL LYNCH TRUST: S&P Affirms BB, B Ratings on Five Classes
MICHAEL VICK: Proposed Financial Adviser Accused of Swindling

MOLINA HEALTHCARE: Best Lifts and Affirms Ratings on Subsidiaries
MONICA WITT: Case Summary & 17 Largest Unsecured Creditors
MONITOR OIL: Files Chapter 11 Plan And Disclosure Statement
MT. ST. FRANCIS: Court OKs Sale of Assets to American Senior
NATIONAL CENTURY: Ex-CEO Gets 10 Years for Witness Tampering

NORTHWEST AIRLINES: Obtains Clearance from European Commission
NORTHWEST AIRLINES: Shareholders to Vote on Delta Merger Sept. 25
N-STAR REAL ESTATE: S&P Affirms 'BB' Ratings on Classes J, K
NUVEEN INVESTMENTS: Revises Timing of ARPS Refinancing for CEFs
PACIFIC LUMBER: Scopac Withdraws Provisional Motion to Sell Assets

PARMALAT SPA: NY Court Confirms Settlement Class in Hermes Suit
PERFORMANCE TRANS: Ch. 7 Trustee Taps Ritchie Bros. as Auctioneer
PLASTECH ENGINEERED: Files Joint Chapter 11 Plan of Liquidation
PLASTECH ENGINEERED: Plan's Treatment & Classification of Claims
PLASTECH ENGINEERED: Wants to Assign License Amid Infor Objection

[REDACTED Aug. 13, 2008]
PRIMEDIA INC: June 30 Balance Sheet Upside-Down by $134.8 Million
PROGRESSIVE MOLDED: Bankruptcy Case Converted to Chapter 7
PROGRESSIVE MOLDED: US Trustee Names Andrew Vara as Ch. 7 Trustee
PROGRESSIVE MOLDED: Has Until September 5 to File Schedules

PROGRESSIVE MOLDED: Committee Can Hire Arent Fox as Counsel
PROGRESSIVE MOLDED: Gets Court OK to Hire Donald McKenzie as CRO
PROPEX INC: Wants Plan-Filing Deadline Extended to October 20
QUALITY HOME BRANDS: S&P Says CreditWatch Status Developing
RADIOSHACK CORP: Fitch to Rate Proposed $300MM Conv. Notes 'BB'

RALLY PARTNERS: Case Summary & 20 Largest Unsecured Creditors
RASC SERIES: Moody's Publishes Underlying Ratings of Class A Notes
REVLON INC: Appoints Tamara Mellon as New Board Member
RIDGEMOUR MEYER: Files for Chapter 11 Bankruptcy in Manhattan
RURAL CELLULAR: Completes $2.66 Bil. Purchase Deal with Verizon

SAINT ANNES: Files for Chapter 11 Bankruptcy in Delaware
SALLY BEAUTY: June 30 Balance Sheet Upside-Down by $701 Million
SBARRO INC: S&P Cuts Rating to 'CCC+' on Covenant Compliance Worry
SEMGROUP LP: Court OKs Use of Cash Collateral for White Cliff
SEMGROUP LP: Pioneer Asserts $30 Million Pre-Bankruptcy Claims

SEMGROUP LP: U.S. Trustee Forms Seven-Member Creditors' Panel
SEMGROUP LP: Five Canadian Units File Separate CCAA Petitions
SEMGROUP LP: Monitor Provides Update on CCAA Proceedings
SHADOW LAKES: Case Summary & Two Largest Unsecured Creditors
SPRINT NEXTEL: DBRS Rates Proposed $3 Bil. Preferred Shares 'BB'

STRATOS GLOBAL: S&P Affirms 'B+' Rating on Better Performance
SUN MICROSYSTEMS: Moody's Confirms Ba1 Corporate Family Rating
SYNCORA HOLDINGS: Fitch Revises Watch to Positive from Evolving
SYNTAX-BRILLIAN: Gets Final OK to Use Silver's $23 Mil. DIP Loan
TEXAS INDUSTRIES: S&P Affirms 'BB-' on Sr. Unsec. Notes on Add-on

TRANSMERIDIAN: Has Until Oct. 31 to Meet AMEX's Listing Standards
TRONOX WORLDWIDE: Tightening Liquidity Cues Fitch's 'CCC' IDR
UNITED RENTALS: S&P Affirms 'BB-' Corp. Credit Rating
VALIDUS HOLDINGS: S&P Assigns 'BB+' Rating on Subordinated Debt
WARREN MARCUS: Voluntary Chapter 11 Case Summary

WHOLE FOODS: Corporate Credit Rating Lowered to 'BB' by S&P
WORLDSPACE INC: Chief Operating Officers Resign

* S&P Cuts Ratings on Two U.S. Alt-A RMBS Deals, Off Watch Neg
* Fitch: US CREL CDO Delinquencies Fall Slightly on Forbearance
* Fitch: High Spreads & CDS Market Volatility Cause of Concern
* S&P Cuts 4 Ratings on Two U.S. Prime Jumbo RMBS Transactions

* S&P Places 206 Ratings on 94 U.S. CDO Deals on Watch Neg
* S&P Cuts Ratings on 12 U.S. Alt-A RMBS Transactions
* S&P Lowers Ratings on 11 U.S. CDOs; $5.5BB in Issuance Affected

* Kahn Kleinman Inks Merger Agreement with Taft Stettinius

* Upcoming Meetings, Conferences and Seminars

                             *********


a21 INC: Inks Commercial Loan Agreement with Applejack Art
----------------------------------------------------------
a21, Inc. entered into a Commercial Loan Agreement and Promissory
Note with Applejack Art Partners, Inc., which provides a line of
credit of up to $500,000 for working capital.  Funds may be drawn
over a three-month period no more frequently than weekly and in
amounts not exceeding $150,000 at any one time.  Some $100,000 was
drawn down on the closing date.  The Note requires that the
Company pay interest on the advanced funds beginning August 1,
2008, at an annual percentage rate of 12% and accrued on a monthly
basis, with the Note maturing and the outstanding principal and
any unpaid interest due in full on November 1, 2008.  The Note is
secured by the collateral specified in the Security Agreement,
which consists of all personal property and assets of the Company.
  
The loan may be accelerated if an event of default occurs, which
includes: the failure of the Company to make any payment when due,
the inaccuracy of any material representation made by the Company,
the failure of the Company to observe or perform any of its
obligations under the Loan Agreement, Note or Security Agreement,
and the occurrence of any event under any other lending facility
which gives the lender under that facility the right to accelerate
payment under that facility.
  
The Loan Agreement also requires that the Company obtain the prior
consent of the Lender to engage in discussions and/or negotiations
with any party other than the Lender to convey, lease, or sell all
or substantially all of its assets to any person or entity,
whether in one transaction or a series of related transactions.
This limitation expires upon the earlier of 30 days after the date
of the Loan Agreement and the date that the Lender fails to make
an advance under the Loan Agreement.
  
On July 9, 2008, the Company entered into an Intercreditor
Agreement with the Lender and certain of the Company's
noteholders, which provides that the Lender shall have a first
priority security interest in all of the Company's assets until
all the obligations and liabilities owing by the Company to the
Lender up to $500,000 are paid in full.

On July 22, 2008, the Company issued a press release outlining its
signature of a non-binding letter of intent with Applejack Art
Partners, Inc. , which upon closing of the transaction would
result in Applejack owning a majority stake of the Company.  The
text of the press release is attached hereto as Exhibit 99.1 and
is incorporated by reference herein.

Pursuant to the LOI, Applejack would purchase all of the Company's
outstanding notes (an aggregate principal amount of $18,000,000)
from the holders of such notes and also purchase all of the shares
of a21 common stock owned by the Company's note holders (an
aggregate of approximately 41 million shares).  The Company would
then exchange approximately 110 million newly issued shares of its
common stock with Applejack in satisfaction of approximately
$13,000,000 of such notes.  The closing of the transactions
contemplated by the LOI is subject to various conditions,
including execution of definitive agreements by the Company, the
note holders, and Applejack.

                         About a21 Inc.

a21 Inc. (OTC BB: ATWO) -- http://www.a21group.com/-- is an     
online digital content company.  a21, through its subsidiary
SuperStock, with offices in Florida, Iowa, and London, aggregates
visual content from photographers, photography agencies, archives,
libraries, and private collections and licenses the visual content
to its  customers.

As reported in the Troubled Company Reporter on May 22, 2008, a21
Inc.'s consolidated balance sheet at March 31, 2008, showed
$28.6 million in total assets, $30.2 million in total liabilities,
and $553,000 in minority interest, resulting in $2.1 million
capital deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 22, 2008,
BDO Seidman LLP, in West Palm Beach, Fla., expressed substantial
doubt about a21 Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and net capital
deficiency.


ACCURIDE CORP: High Leverage Cues S&P to Cut Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Accuride Corp. to 'B' from 'B+' because of increased
prospects for persistent weak demand in the commercial truck
industry, which S&P believes will keep Accuride's leverage
elevated into 2009 and potentially place the company in danger of
violating covenants under its secured credit facilities early next
year. The outlook is negative.

Evansville, Ind.-based Accuride, a maker of heavy steel wheels and
other commercial truck components, has total debt of nearly $640
million, including Standard & Poor's adjustments that add the
present value of operating leases and unfunded postretirement
benefit liabilities to debt.

Production of commercial trucks and trailers in the U.S. has
remained very weak in 2008 because of sharply higher diesel fuel
prices and the weak economy, which have reduced freight volumes
and deterred trucking companies from ordering new equipment. These
factors are extending an industry downturn that began in early
2007, originally because of tougher emissions standards.

"We believe demand will remain sluggish for truck manufacturers
and suppliers at least into early 2009," said Standard & Poor's
credit analyst Gregg Lemos Stein. The weak U.S. market accounts
for more than 80% of Accuride's total revenues.

Accuride's adjusted EBITDA has declined year-over-year for six
consecutive quarters, reflecting the low industry production.
Revenues were $245 million, essentially flat compared to those of
a year earlier, although the most recent period included higher
pass-through of raw material costs. The company reduced its EBITDA
guidance for all of 2008 to between $85 million and $100 million,
down from $100 million to $125 million. It still expects to have
neutral free operating cash flow for the full year, which implies
positive free cash flow of about $50 million for the second half,
taking into account cash outflows in the first half. S&P believes
much of this cash flow improvement is attainable as the company
reduces inventory and capital spending, while benefiting from
seasonally strong fourth-quarter inflows.

The outlook is negative. The ratings assume Accuride's sales and
profitability will remain weak for the rest of 2008 because of the
persistent commercial truck downturn, although they will improve
from the first half of the year because of increased cost-saving
efforts and some new business. S&P also assumes the company will
increase cash balances by the end of the year by generating cash
from working capital and somewhat higher profitability in the
third and fourth quarters.

S&P could lower the rating if Accuride's liquidity becomes further
pressured by a failure to negotiate new financial covenants, or if
cash flow remains negative or only slightly positive in the second
half of 2008. An upgrade is unlikely in the next year, but would
be driven by a combination of factors, including Accuride's
eliminating the covenant concerns and demonstrating substantial
profitability improvement such that leverage returns to 4x or
better, including S&P's adjustments, over the industry cycle.


AIR 2 US: S&P Affirms 'BB-', 'B-' Ratings; Off CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services completed its CreditWatch
review of Air 2 US LLC, affirming its 'BB-' rating on the Series A
enhanced equipment notes and its 'B-' rating on the Series B
notes. The ratings were placed on CreditWatch June 3, 2008,
following S&P's decision to review ratings on American Airlines
Inc. (B-/Negative/--) and United Air Lines Inc. (B-/Negative/--).
Air 2 US LLC is a Cayman Islands-based limited liability company
that in 1999 issued more than $1.1 billion of enhanced aircraft
notes.

This special-purpose entity relies on lease rental payments on
planes leased to American and United by various financing
subsidiaries of Airbus Industries SAS. S&P lowered its ratings on
American and United to current levels on July 25, 2008. "However,
our review of the Air 2 US notes concluded that the collateral
coverage was sufficiently conservative to justify maintaining our
current ratings, despite the increased default risk of American
and United," said Standard & Poor's credit analyst Philip
Baggaley.  S&P estimates the loan-to-value, using base values, at
around 50% for the Class A notes and around 80% for the Class B
notes. S&P believes that these loan-to-values will rise somewhat
in the near term, but remain consistent with its ratings.

United leases 22 A320-200 jet aircraft from the various financing
units of Airbus, representing more than half of the total rentals
related to this transaction, with the remainder paid by American
Airlines to lease 19 A300-600R planes (one of which has since been
removed due to its loss in an accident) from other units of
Airbus. The A320-200 is a highly successful and widely used model
and represents the core of United's narrowbody fleet. The
particular planes in the Air 2 US portfolio were delivered in
1994-1996, meaning that they are somewhat older than the average
10 year age of United's overall A320 fleet. The A300-600R is a
midsize widebody plane that is a less successful model and is no
longer in production. American's recent announced capacity
reductions include A300-600Rs among the planes that are being
taken out of service, and S&P sees a risk that American would
either return the aircraft that partly secure the Air 2 US
equipment notes or seek to negotiate significantly reduced rental
rates in any future bankruptcy. Fortunately, the leases on A300-
600Rs are reaching their expiration dates, with the last lease
ending in 2010. If planes were repossessed from a bankrupt airline
lessee, they would not be sold (which is a choice in a typical
enhanced equipment trust certificate). Rather, Airbus would direct
the repossession and attempted re-leasing of any aircraft rejected
in a bankruptcy of United or American.

There is also potential upside in American's decision to exit the
A300-600R. If American chooses to terminate its A300-600R leases
early, it would have to make payments that would be more than
sufficient to retire notes on the associated aircraft, causing a
prepayment of some amount of the Air 2 US notes. At that point,
the remaining notes would be backed entirely by leases of A320-
200s to United. Those leases were renegotiated to lower payments
somewhat in United's bankruptcy, but should still be sufficient to
pay off all notes if American either buys out its A300-600R leases
or makes remaining payments as scheduled.


ALLIED HOLDINGS: Releases June 2008 Post-Confirmation Qtr. Report
-----------------------------------------------------------------
Allied Holdings, Inc., and its 21 affiliates filed separate post-
confirmation quarterly operating reports for the period April 1,
2008, to June 30, 2008.

Allied Holdings reports total cash disbursements of $50,3981,949
for the period.

Bank account balances reflect:

   Bank                               Account No.       Balance
   ----                               -----------       -------
   Bank of America                     9429019178      $138,203
   Fidelity National Bank                   59328         8,319
   LaSalle Bank                        5800299454       367,633
   LaSalle Bank                        5590056569             0
   LaSalle Bank                        5590056577             0
   LaSalle Bank                        5590056551             0
   LaSalle Bank                        5590056544             0
   LaSalle Bank                        5590056536             0      
   JPMorgan Chase                       904123677             0
   First Community Bank of Tifton         1900109             0
   LaSalle Bank                        5801012450       409,804
   Regions Bank                        6596012078        14,782
  
Counsel for the Reorganized Debtors, Kelly E. Culpin, Esq., at
Troutman Sanders LLP, in Atlanta, Georgia, delivered the post-
confirmation reports to the U.S. Bankruptcy Court for the Northern
District of Georgia on July 29, 2008.

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its         
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, served as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provided the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provided financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than
$100 million in assets and debts.  

On May 11, 2007, the Court confirmed Allied's Second Amended
Chapter 11 Plan of Reorganization.  Allied emerged from
bankruptcy on May 29, 2007.  (Allied Holdings Bankruptcy
News, Issue No. 67; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)         

                          *     *     *

As of April 30, 2007, Allied Holdings Inc.'s consolidated balance
sheet showed $217,379,000 in total stockholders' deficit resulting
from total assets of $309,931,000 and total liabilities of         
$527,310,000.


ALLIED SECURITY: S&P Assigns 'B+' Rating on $380MM Loan Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on King of Prussia, Pa.-based Allied Security
Holdings LLC (Allied). At the same time, S&P assigned its 'B+'
issue rating to Allied's proposed $380 million senior secured bank
credit facility, one notch above the company's corporate credit
rating, with a recovery rating of '2', indicating that bank
facility lenders could expect substantial (70%-90%) recovery in
the event of a payment default. The outlook is stable.

The ratings reflect Allied's narrow business focus, aggressive
growth strategy, competitive operating environment, highly
leveraged financial profile, increased debt levels, and higher
financing costs associated with its acquisition by Blackstone. The
company's high customer retention rates, satisfactory market
position, relatively stable cash flows, and low capital-
expenditure requirements mitigate these factors.

The outlook on Allied is stable. "We expect the company's margin
and cash flow stability to result in credit protection measures
remaining close to current levels over the next 12 to 18 months,"
said Standard & Poor's credit analyst Jerry Phelan. We expect
lease-adjusted leverage and funds from operations to total debt to
remain in the mid-5x and 9% area, respectively.

Standard & Poor's could revise the outlook to negative if
operating performance deteriorates because of contract losses or
intense pricing pressure, or if debt levels increase materially as
a result of acquisition activity. S&P's would consider revising
the outlook to negative, if lease-adjusted leverage increased to
around 6x.

"We could revise the outlook to positive if the company directs
the majority of its cash flow toward debt reduction and
significantly improves its credit measures, including sustaining
lease-adjusted leverage below 5x," he continued.


ALLIS-CHALMERS: Cancels Merger Agreement with Bronco Drilling
-------------------------------------------------------------
Allis-Chalmers Energy Inc. and Bronco Drilling Company Inc.  
terminated their Agreement and Plan of Merger relating to the
proposed acquisition of Bronco by Allis-Chalmers.  Allis-Chalmers
and Bronco agreed to terminate the merger agreement in light of  
indications that Bronco stockholders would not adopt the merger
agreement.

"The management and board of directors of Allis-Chalmers strongly
believed in the benefit of a combination with Bronco," Micki
Hidayatallah, Allis-Chalmers' Chairman and Chief Executive
Officer, stated.  "The consolidated entity would have been a
diversified international provider of oilfield services to its
customers.  We regret that we have entered into a termination
agreement based on public filings by several institutional holders
of Bronco stock who did not recognize the merits of the
transaction.  I would like to extend my best wishes to Frank
Harrison, the board of directors of Bronco and their management
team that worked so diligently with us in an effort to achieve our
shared vision for the benefit of all our stakeholders."

"While Bronco management and its board of directors continue to
believe in the strategic rationale supporting a combination with
Allis-Chalmers, it now seems clear that it is unlikely we will
achieve the requisite votes needed to approve the merger," Frank
Harrison, Bronco Drilling's Chairman and Chief Executive Officer,
stated.  "I greatly appreciate the work of all of the individuals
involved in this transaction and want to wish Micki and the Allis-
Chalmers team the best in all their future endeavors."

           Cancellation of Special Stockholders Meetings

In connection with the termination of the Merger Agreement, Allis-
Chalmers and Bronco Drilling disclosed that their boards of
directors have canceled their special meetings of stockholders,
both of which were scheduled to occur on Thursday, Aug. 14, 2008,
at 9:00 a.m. (Central Time).  The purpose of the Bronco Drilling
special meeting was to adopt the Merger Agreement, and the purpose
of the Allis-Chalmers special meeting was to approve the issuance
of 16,846,500 shares of Allis-Chalmers common stock to
stockholders of Bronco Drilling in connection with the merger.

                       About Allis-Chalmers

Headquartered in Houston, Texas, Allis-Chalmers Energy Inc. --
http://www.alchenergy.com-- provides services and equipment to  
oil and natural gas exploration and production companies, in
Texas, Louisiana, New Mexico, Colorado, Oklahoma, Mississippi,
Wyoming, Arkansas, West Virginia, offshore in the Gulf of Mexico,
Argentina and Mexico.  Allis-Chalmers provides rental services,
international drilling, directional drilling, tubular services,
underbalanced drilling, and productions services.

                   About Bronco Drilling Company

Headquartered in Edmond, Oklahoma, Bronco Drilling Company Inc.
(NASDAQ/GM:BRNC) -- http://www.broncodrill.com/is a publicly held  
company.  The company is a provider of contract land drilling and
workover services to oil and natural gas exploration and
production companies.  


ALLIS-CHALMERS: Bronco Deal Wrap-Up Cues Moody's B2 CF Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings for Allis-Chalmers
Energy Inc. after the company's announcement that it has
terminated its proposed merger with Bronco Drilling Company Inc.
(not rated).  Ratings affirmed are ALY's B2 Corporate Family
Rating, B2 Probability of Default Rating, and B2 (LGD 4, changed
to 57% from 55%) senior unsecured note ratings.  At the same time,
Moody's withdrew the B2 (LGD 4, 55%) rating assigned to ALY's
proposed US$350 million senior unsecured notes.  The rating
outlook remains positive.

The rating affirmation follows ALY's and Bronco's termination of
their merger agreement.  Had the transaction been completed, the
Bronco acquisition would have represented ALY's largest
acquisition to date and its first entry into the contract drilling
market in the U.S. Despite the merger termination, Moody's expects
that ALY will continue to grow through acquisitions, including
targets in the domestic and international land contract drilling
markets, well as organically.  Management has stated that it
intends to issue equity to fund a meaningful portion of material
acquisitions, and Moody's notes that the Bronco acquisition would
have included a substantial equity component (about 50%).

The positive outlook continues to reflect the company's increasing
scale and diversification, which are indicative of a higher
rating, and management's track record of financing material
acquisitions with a substantial equity component.  ALY has
continued to increase its scale and diversification, both by
product line and geographically.  While the lion's share of this
increased scale has been achieved through acquisitions, recently
the company has also been increasing its growth organically.
Management's demonstrated willingness to issue equity has provided
a degree of financial cushion partially mitigating the risks
associated with ALY's aggressive growth strategy.  These risks
include valuation and performance risk inherent to a
proportionally high level of acquisitions priced during fairly
robust sector conditions, event and integration risk, and business
and political risk associated with step-outs into new business
lines and regions with substantial political risk.

An upgrade of ALY's B2 Corporate Family Rating over the medium
term will depend on the company continuing to finance material
acquisitions with a meaningful equity component; generating
improved results from its recently restructured rental tools
business, which has performed below expectations; achieving
projected earnings from its organic growth projects, including its
newbuild program in Argentina and its expansion into emerging U.S.
shale plays and into certain international markets; and
maintaining conservative financial leverage, with debt/EBITDA
maintained within 3x.  Weaker than expected operating results or
an unfavorable change in financial policies could result in the
outlook returning to stable.

Allis-Chalmers Energy Inc. is headquartered in Houston, Texas.


AMERICAN HOME: S&P Drops Classes II-A, III-M-1 Securities to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
II-A mortgage-backed notes from structure group II of American
Home Mortgage Investment Trust's series 2007-2 to 'D' from 'CCC'.
At the same time, S&P lowered its rating on the class III-M-1
mortgage-backed pass-through certificates from structure group III
of American Home Mortgage Assets Trust's series 2007-3 to 'D' from
'CC'.

The downgrades reflect the erosion of credit support for the two
classes, as of the July 25, 2008, distribution date, which S&P
believes is attributable to the significant monthly net losses
being experienced by the underlying collateral. During the July
2008 distribution period, structure group II from the 2007-2
transaction realized a net loss of $6,819,433.04, while structure
group III from the 2007-3 transaction incurred a realized net loss
of $3,587,064.58.

As of the July 25 distribution, cumulative realized losses for
structure group II from series 2007-2 were 32.32% of the original
pool balance, and total delinquencies were 21.35% of the current
pool balance. During the same period, cumulative realized losses
for structure group III from series 2007-3 were 23.09% of the
original pool balance, and total delinquencies were 18.02% of the
current pool balance.

In S&P's opinion, monthly net losses have outpaced monthly excess
interest because of poor collateral performance and escalating
delinquencies. During the past six months, structure group II from
series 2007-2 incurred approximately $11.60 million in losses,
representing approximately 16.26% of the total $71,310,143 in
cumulative realized losses experienced by the entire structure.
Over the same period, structure group III from series 2007-3
incurred approximately $4.18 million in losses, representing
approximately 13% of the total $32,249,976 in cumulative realized
losses experienced by the entire structure.

The series 2007-2 transaction is 14 months seasoned. Structure
group II from series 2007-2 has a pool factor of 55.52% and the
structure had an original pool balance of $220.625 million. The
series 2007-3 transaction is 12 months seasoned. Structure group
III from series 2007-3 has a pool factor of 67.19% and the
structure had an original pool balance of $139.685 million.

The rating on class II-A from structure group II for Series 2007-2
was originally 'AAA'. S&P first placed the rating on CreditWatch
negative on March 26, 2008. S&P then lowered the rating to 'CCC'
on April 24, 2008. All of the subordinate classes have already
defaulted. The rating on class III-M-1 from structure group III
for series 2007-3 was originally 'A'. S&P first placed the rating
on CreditWatch negative on Oct. 17, 2007. S&P then lowered the
rating to 'CC' on April 24, 2008.

The collateral for structure group II from series 2007-2 and
structure group III from series 2007-3 originally consisted of
fixed-rate mortgage loans secured by junior liens on one- to four-
family residential real properties. Classes III-A-1 and III-A-2
classes from structure group III from series 2007-3 have bond
insurance provided by Assured Guaranty Corp.

As of the cutoff date, loans from structure group II from series
2007-2 had an average combined loan-to-value (LTV) ratio of
96.42%, and borrowers for these loans had an average credit score
of 697. In addition, 16.62% of the mortgage loans were originated
in Florida. As of the cutoff date, loans from structure group III
from series 2007-3 had an average combined LTV ratio of 96.58%,
and borrowers for these loans had an average credit score of 688.
In addition, 17.75% of the mortgage loans were originated in
Florida.

RATINGS LOWERED

American Home Mortgage Investment Trust Series 2007-2 Mortgage-
backed notes

Class          To         From
II-A           D          CCC

American Home Mortgage Assets Trust Series 2007-3 Mortgage-backed
pass-through certificates

Class          To         From
III-M-1        D          CC


ARIAD PHARMACEUTICALS: Merck to Pay $2.5MM for Cancer Drug Test
---------------------------------------------------------------
ARIAD Pharmaceuticals, Inc. disclosed the initiation of a
randomized, multi-center, Phase 2 clinical trial to evaluate the
safety and efficacy of oral deforolimus, its investigational mTOR
inhibitor, in patients with advanced endometrial cancer.

In collaboration with Merck & Co. Inc., deforolimus is currently
being studied in multiple clinical trials, both alone and in
combination with other therapies, in patients with several
different types of cancer.

Under terms of the agreement, ARIAD will receive a $2.5 million
milestone payment from Merck upon treating the first patient in
this clinical study.

The clinical trial will compare single-agent oral deforolimus to
progestin in patients with metastatic or recurrent endometrial
cancer following first line chemotherapy.  The primary endpoint
for the study is progression-free survival.

Overall survival and response rate will be evaluated as secondary
endpoints.  This is the second Phase 2 clinical trial to begin
this quarter examining the safety and efficacy of oral deforolimus
in patients with different solid tumors.

"We have Phase 2 data on the intravenous form of deforolimus in
endometrial cancer and are pleased to now examine the potential of
this drug candidate in its oral form in similar patients with this
cancer," stated Pierre F. Dodion, senior vice president and chief
medical officer of ARIAD.

"There is significant unmet medical need for the effective
treatment of patients with endometrial cancer, and this controlled
clinical study is designed to help inform us of the potential
impact of oral deforolimus on patients with this difficult-to-
treat cancer", Mr. Dodion added.
  
The clinical trial will enroll 150 patients at approximately 50
sites including medical centers in North America, Europe, Asia and
Australia.  Patients will be randomized to oral deforolimus or
progestin, a commonly accepted treatment in patients with
endometrial cancer.  Enrollment in the trial is expected to be
completed by the second half of 2009.

"With the start of this trial, we now have begun enrollment in two
Phase 2 clinical trials of oral deforolimus this quarter," said
Harvey J. Berger, M.D., chairman and chief executive officer of
ARIAD.  "The start of this study is another important milestone
for deforolimus and for the joint development program with Merck.  
We are committed to completing these clinical trials as quickly as
possible facilitating the potential development of deforolimus in
multiple cancer indications."

ARIAD announced the initiation last month of a Phase 2 clinical
trial of deforolimus in patients with advanced breast cancer.

                       About Merck & Co. Inc.

Based in Whitehouse Station, New Jersey, Merck & Co., Inc. --
http://www.merck.com/-- is a global research-driven  
pharmaceutical company.  It discovers, develops, manufactures and
markets vaccines and medicines to address unmet medical needs.

                    About ARIAD Pharmaceuticals

Headquartered in Cambridge, Mass., ARIAD Pharmaceuticals Inc.
(Nasdaq: ARIA) -- http://www.ariad.com/-- is engaged in the    
discovery and development of breakthrough medicines to treat
cancer by regulating cell signaling with small molecules.  ARIAD
has a global partnership with Merck & Co. Inc. to develop and
commercialize deforolimus, ARIAD's lead cancer product candidate,
which is in Phase 3 clinical development.  

At March 31, 2008, the company's consolidated balance sheet showed
$97.6 million in total assets and $121.1 million in total
liabilities, resulting in a $23.5 million total stockholders'
deficit.


AVICENA GROUP: Dr. Leslie Fang Elected to Board of Directors
------------------------------------------------------------
Pursuant to Section 5B of Avicena Group, Inc.'s Series A Preferred
Stock Certificate of Designations, a majority of the holders of
Avicena's Series A Preferred Stock elected Dr. Leslie Fang to the
Board of Directors as the Series A Preferred Director, effective
immediately.  No fees will be paid or stock options granted in
connection with this election.  Dr. Fang currently serves as the
head of Avicena's Scientific Advisory Board. Dr. Fang does not
have any related party transactions with the company.

On June 4, 2008, Andrew Gertler, a member of the Board of
Directors and Audit Committee, notified his fellow directors of
his resignation from the Board, effective immediately.

Avicena Group's unaudited balance sheet as at March 31, 2008,
showed total assets of $832,553, total liabilities of $11,774,635,
convertible preferred stock of $3,621,463, resulting to a
$14,563,545 stockholders' deficit.

                       About Avicena Group

Headquartered in Palo Alto, Calif., Avicena Group Inc. (OTC BB:
AVGO.OB) -- http://www.avicenagroup.com/ -- is a late-stage
biotechnology company that develops central nervous system
therapeutics for neurodegenerative diseases.  The company's core
technologies have broad applications in both pharmaceuticals and
dermaceuticals.  Avicena's pharmaceutical program centers on rare
neurological disorders.  Unlike traditional biotechnology
companies, Avicena's clinical programs are largely funded by
government and non-profit organizations.  Avicena presently
derives revenue from the sale of proprietary dermaceutical
ingredients to skin care manufacturers.


BANC OF AMERICA: S&P Cuts Ratings on Three Classes to 'CCC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of commercial mortgage pass-through certificates from Banc
of America Commercial Mortgage Trust 2007-2. Concurrently, S&P
affirmed its ratings on 18 other classes from this series.

The downgrades reflect anticipated credit support erosion upon the
eventual resolution of three of the six specially serviced assets.
The lowered ratings also reflect credit concerns relating to eight
loans ($30.4 million) with reported debt service coverage (DSC)
below 1.0x, and three loans ($14.8 million) that S&P projects will
have DSCs below 0.90x when their initial interest-only (IO)
periods end.

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

There are six assets with the special servicer, LNR Partners Inc.
(LNR), totaling $65.8 million (2%). At this time, Standard &
Poor's expects losses on three of the assets ($38.2 million). Four
assets ($42.2 million) with the special servicer are 90-plus-days
delinquent and two ($23.5 million) are current or in their grace
period.

Details of the specially serviced assets are:

     -- The Century Village Apartments ($21.3 million total
exposure) and Brookside Villas Apartments ($9.5 million total
exposure) loans are both over
90-days delinquent and are secured by multifamily properties with
related borrowers. Century Village Apartments is a 258-unit
property in Las Vegas, Nev., while Brookside Villas Apartments is
a 113-unit property located in Reno, Nev. Both loans were
transferred to LNR on June 2, 2008, due to payment default. LNR
has initiated foreclosure on both properties. Standard & Poor's
analysis indicates the eventual resolution of the assets could
result in a significant loss.

     -- The Echelon ($8.1 million total exposure) and Plainfield
Lot 1 ($4.3 million total exposure) loans are over 90-days
delinquent and are secured by retail properties in Indiana with
related borrowers. Echelon is a 30,817-sq.-ft. property in
Indianapolis, Ind. The loan was transferred to LNR due to payment
default. LNR has received a summary judgment for foreclosure.
Standard & Poor's analysis indicates that the eventual resolution
of the asset could result in a significant loss.  

     -- The Plainfield Lot 1 loan is secured by a 14,026-sq.-ft.
property in Plainfield, Ind. The loan was transferred to LNR due
to payment default. LNR is moving forward with the foreclosure
process but has received interest in a possible purchase of the
property and assumption of the loan. Standard & Poor's does not
expect a loss on this asset at this time.

     -- The Buffets Headquarters ($19.9 million total exposure)
loan is secured by a 99,342-sq.-ft. office property in Eagan,
Minn. The loan was transferred to LNR on June 12, 2008, due to
material modification on the lease term and the rental rate of the
single-tenanted property. The lease amendment was approved in July
2008, and LNR expects the loan will be returned to the master
servicer.

     -- The Main Street Crossing ($3.8 million total exposure)
loan is secured by a 26,807-sq.-ft. retail property in Plainfield,
Ind. The loan was transferred to LNR due to payment default and
was subsequently assumed by a new borrower, who brought the loan
current. LNR expects the loan will be returned to the master
servicer.  

S&P is concerned with eight of the 18 loans ($492.6 million, 16%)
that reported DSCs below 1.0x. The loans are secured by a variety
of property types and have an average balance of $3.8 million.
These loans have seen a weighted average decline in DSC of 35%
since issuance.

The projected DSCs for eight loans ($52.7 million) were below
0.90x when their initial IO periods end. S&P is concerned with
three ($14.8 million) of the eight loans. The loans are secured by
office and multifamily properties and have an average balance of
$4.9 million.

As of the July 10, 2008, remittance report, the collateral pool
consisted of 180 loans with an aggregate trust balance of $3.16
billion, compared with 180 loans totaling $3.17 billion at
issuance. The master servicer, Bank of America N.A., reported
full-year 2007 financial information for 93% of the pool. Standard
& Poor's calculated a weighted average DSC of 1.28x, down from
1.34x at issuance. To date, the trust has not experienced any
losses.

The top 10 loans have an aggregate outstanding balance of $1.6
billion (49%) and a weighted average DSC of 1.10x, down from 1.30x
at issuance. Standard & Poor's reviewed property inspections
provided by the master servicer for most of the assets underlying
the top 10 exposures. One was characterized as "excellent," while
the remaining properties were characterized as "good." Inspections
were provided for nine of 20 properties in the largest exposure in
the transaction, the Beacon Seattle & DC Portfolio.

Bank of America reported a watchlist of 30 loans ($1.1 billion,
34%). While the three largest loans ($744.5 million, 24%) in the
pool are on the servicer's watchlist for low DSC, they are
performing within S&P's expectations. Standard & Poor's does not
anticipate any credit support erosion to the pool due to these
assets at this time. The remaining loans are on the watchlist
primarily because of low occupancy or a decline in DSC since
issuance.

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

RATINGS LOWERED

Banc of America Commercial Mortgage Trust 2007-2
Commercial mortgage pass-through certificates
               Rating            
Class        To         From      Credit enhancement (%)

J            BBB-       BBB                         4.26
K            BB         BBB-                        3.13
L            BB-        BB+                         2.63
M            B+         BB                          2.38
N            B-         BB-                         1.88
O            CCC+       B+                          1.76
P            CCC        B                           1.63
Q            CCC-       B-                          1.25

RATINGS AFFIRMED
     
Banc of America Commercial Mortgage Trust 2007-2
Commercial mortgage pass-through certificates
   
Class         Rating     Credit enhancement (%)

A-1           AAA                         30.09
A-2           AAA                         30.09
A-2FL         AAA                         30.09
A-3           AAA                         30.09
A-AB          AAA                         30.09
A-4           AAA                         30.09
A-1A          AAA                         30.09
A-M           AAA                         20.06
A-J           AAA                         12.03
A-JFL         AAA                         12.03
B             AA+                         11.53
C             AA                          10.03
D             AA-                          9.03
E             A+                           8.52
F             A                            7.65
G             A-                           6.77
H             BBB+                         5.39
XW            AAA                           N/A

N/A-Not aplicable.  


BIOJECT MEDICAL: Shares Now Trading at OTC After Nasdaq Delisting
-----------------------------------------------------------------
The Nasdaq Stock Market notified Bioject Medical Technologies Inc.
on July 21, 2008, that the Nasdaq Hearings Panel has determined to
delist the securities of the Company from The Nasdaq Stock Market.  
The effectivity of the suspension was the opening of business on
July 23, 2008.  The Company's common stock is now trading at the
Over-the-Counter Bulletin Board, an electronic quotation service
maintained by the Financial Industry Regulatory Authority.  The
symbol remains BJCT.

The Nasdaq Hearings Panel's determination to delist the securities
and suspend trading of the Company's shares is a result of the
Company's failure to meet the $1.00 minimum bid price requirement
for continued listing as set forth in Marketplace Rule 4310(c)(4).
The Company expects The Nasdaq Stock Market to file a Form 25-NSE
with the Securities and Exchange Commission to complete the
delisting of the Company's shares from The Nasdaq Capital Market.
The Company expects its shares to be formally delisted from The
Nasdaq Capital Market ten days after the filing of the Form 25-
NSE.

Based in Portland, Oregon, Bioject Medical Technologies Inc.
(Nasdaq: BJCT) -- http://www.bioject.com/-- is a developer and    
manufacturer of needle-free injection therapy systems (NFITS).  
NFITS provide an empowering technology and work by forcing
medication at high speed through a tiny orifice held against the
skin.  This creates a fine stream of high-pressure fluid
penetrating the skin and depositing medication in the tissue
beneath.  The company is focused on developing mutually beneficial
agreements with leading pharmaceutical, biotechnology, and
veterinary companies.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Moss Adams LLP expressed substantial doubt about Bioject Medical
Technologies Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditor reported
that the company has suffered recurring losses, has had
significant recurring negative cash flows from operations, and has
an accumulated deficit.


BLOCKBUSTER INC: Posts $41.9 Mil. Net Loss in Second Quarter 2008
-----------------------------------------------------------------
Blockbuster Inc. reported 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," Jim Keyes, Blockbuster
Chairman and CEO, said.  "We are especially pleased with the 14.2%
increase in domestic same-store revenues, which includes a 6.5%
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."

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 (net
cash flow used for operating activities less capital expenditures)
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.

                   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
7,800 stores throughout the Americas, Europe, Asia and
Australia.  The company maintains operations in Brazil, Mexico,
Denmark, Italy, Taiwan, and Australia.

At Jan. 6, 2008, the company's total debt, including capital
lease obligations was US$757.8 million compared with US$984.2
million in Dec. 31, 2006.

                          *     *     *

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.


BORGER ENERGY: S&P Raises $117MM Sr. Secured Bond Rating to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised the rating on Borger
Energy Associates L.P./Borger Funding Corp.'s $117 million senior
secured notes to 'BB-' from 'B+'.

At the same time, Standard & Poor's assigned a recovery rating of
'4' to the notes, indicating the expectation for an average (30-
50%) recovery in the event of a payment default.  The outlook is
stable.

Borger is a Delaware limited partnership that owns and operates a
230 megawatt gas-fired cogeneration facility located near Borger,
Texas. The project's energy output and electrical capacity are
sold to Southwestern Public Service Co., a subsidiary of Xcel
Energy Inc. Steam output from the project is sold to
ConocoPhillips. DCP Midsteam, formerly known as Duke Energy Field
Services LLC, supplies fuel.

The upgrade is the result of improved operations since October
2007 and that the ConocoPhillips' Blackhawk refinery is expected
to take a steady steam offtake of 950-1,000klbs/hour through 2008
and onwards.


BOSCOV'S INC: Wants to Hire Jones Day as Lead Bankruptcy Counsel
----------------------------------------------------------------
Boscov's Inc. and its affiliated debtors ask permission from the
U.S. Bankruptcy Court for the District of Delaware to employ Jones
Day as their lead bankruptcy counsel nunc pro tunc to Aug. 4,
2008.

As counsel to the Debtors, Jones Day will:

   (a) advise the Debtors of their rights, powers and duties in
       continuing to operate and manage their respective  
       businesses and properties under Chapter 11 of the
       Bankruptcy Code;

   (b) prepare on behalf of the Debtors all necessary and
       appropriate applications, motions, draft orders, other
       pleadings, notices, schedules and other documents, and
       reviewing all financial and other reports to be filed in
       the Chapter 11 cases;

   (c) advise the Debtors concerning, and prepare responses to,
       applications, motions, other pleadings, notices and other
       papers that may be filed by other parties;

   (d) advise the Debtors with respect to, and assist in the
       negotiation and documentation of, financing agreements and
       related transactions;

   (e) review the nature and validity of any liens asserted
       against the Debtors' property and advise the Debtors
       concerning the enforceability of the liens;

   (f) advise the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefit of
       their estates;

   (g) advise the Debtors in connection with the formulation,
       negotiation and promulgation of a plan or plans of
       reorganization and related transactional documents;

   (h) advise and assist the Debtors in connection with any asset
       sales and potential property dispositions;

   (i) advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments and rejections
       and lease restructurings and recharacterizations;
  
   (j) assist the Debtors in reviewing, estimating and resolving
       claims asserted against the Debtors' estates;

   (k) commence and conduct litigation necessary and appropriate
       to assert rights held by the Debtors, protect assets of
       the Debtors' Chapter 11 estates or otherwise further the
       goal of completing the Debtors' successful reorganization;

   (l) provide non-bankruptcy services for the Debtors to the
       extent requested by the Debtors; and

   (m) perform all other necessary and appropriate legal services
       in connection with the Chapter 11 cases for or on behalf
       of the Debtors.

The Debtors will pay Jones Day and its professionals according to
their customary hourly rates.  The Debtors anticipate that the
Jones Day professionals will take the lead in the Debtors'
Chapter 11 cases:

   Professional                          Hourly Rate
   ------------                          ------------
   David G. Heiman, Esq.                     $875
   Brad B. Erens, Esq.                       $700
   Marc F. Skapof, Esq.                      $495
   Robert E. Krebs, Esq.                     $425
   Steven A. Domanowski, Esq.                $425
   Timothy Hoffman, Esq.                     $400
   Daniel M. Syphard, Esq.                   $250

The Debtors will also reimburse Jones Day for any necessary out-
of-pocket expenses it incurs.

Brad B. Erens, a partner at Jones Day, assures the Court that his
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).  He adds that his firm does not represent any interest
adverse to the Debtors, their estates, and their creditors.

Mr. Erens disclose that Jones Day received a total of $2,229,418
from the Debtors during the one year period before the Petition
Date for prepetition services.  He says any portion of the
retainer in excess of Jones Day's prepetition fees and expenses
will be applied by the firm upon the conclusion of the Debtor's
Chapter 11 cases against remaining unpaid postpetition fees and
expenses as allowed by Court.

                      About Boscov's Inc.

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

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

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


BUILDING MATERIALS: Housing Slump Cues S&P to Cut Rating to CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on San
Francisco, Ca.-based Building Materials Holding Corp. (BMHC),
including the corporate credit rating, to 'CCC+' from 'B-'. The
ratings remain on CreditWatch with negative implications, where
S&P placed them on July 30, 2008.

"The lower corporate credit rating reflects our increasing
concerns that the ongoing housing downturn will significantly
erode the company's end-market demand and credit measures over the
next several quarters," said Standard & Poor's credit analyst Andy
Sookram. "As a result, we believe that BMHC's operating
performance and cash flows will likely weaken further during this
period, diminishing its liquidity position and necessitating
further bank facility waivers and/or amendments," he continued.

In resolving the CreditWatch listing, S&P will review BMHC's
liquidity position, including its ability to obtain an amendment
under the facility. S&P will also consider near-term operating
prospects for BMHC, given the continuing challenging industry
conditions.


CANADIAN TRUST: Court Extends CCAA Protection until August 31
-------------------------------------------------------------
The Investors representing the Pan-Canadian Investors Committee
for Third Party Structured Asset Backed Commercial Paper sought
and obtained an order from the Superior Court of Justice
(Commercial List) for the Province of Ontario, extending the stay
protection from certain creditors under the Companies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36, as amended.

Pursuant to the Stay Extension Order, the Honorable Justice
Colin Campbell ruled that until and including Aug. 31, 2008, no
proceeding or enforcement process in any court or tribunal will
be commenced or continued against the CCAA Parties, Ernst & Young
Inc., as the Court-appointed Monitor, or affecting the CCAA
Parties' business or property except with leave of the CCAA
Court.  All proceedings currently under way against or in respect
of the CCAA Parties or their representatives are stayed and
suspended pending further Court order.

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

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

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


CANADIAN TRUST: No Order Yet on Debtors' Plan of Compromise Appeal
------------------------------------------------------------------
The Ontario Court of Appeals has yet to issue a decision regarding
an appeal filed by corporate noteholders of the Sanction Order
issued by the Ontario Superior Court of Justice on June 5, 2008,
on the The Pan-Canadian Investors Committee for Third-Party
Structured ABCP's Plan of Compromise and Arrangement for Canadian
Asset Backed Commercial Paper, the Financial Post reported.

The Appeal was filed on June 18, 2008, by 30 Noteholders that
bought affected ABCP.  Specifically, the Noteholders questioned
the legality of the broad range of the ABCP Plan release
provisions, under which parties that sold, brokered, and endorsed
the Affected ABCP are protected from lawsuits, except in cases of
fraud.

Lawyers related to the case were expecting the Court of Appeals
to make a decision on July 9, 2008, the deadline of a standstill
agreement reached between parties involved in the restructuring
of Affected ABCP, FP notes.  

Apparently, the standstill agreement has been extended, but no
official word has been released, FP states.

According to the paper, the Court of Appeals' decision is
monumental to several brokerage firms and banks, especially
Canaccord Capital, which sold "a boat load" of Affected ABCP to
its clients.

                       About the ABCP Trusts

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

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

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


CATHOLIC CHURCH: Mediation for Fairbanks Assets Set for Aug. 14
---------------------------------------------------------------
Judge Donald MacDonald, IV, of the U.S. Bankruptcy Court for the
District of Alaska had set July 15, 2008, as the deadline for:

   -- the Catholic Bishop of Northern Alaska to submit an
      elaborate term sheet that fully sets out the proposed
      treatment of tort claims to counsel for the Official
      Committee of Unsecured Creditors; and

   -- the Creditors Committee to draft an inventory of disputed
      property items that it consider estate property, and serve
      the list on the Diocese, the Court, and other parties-in-
      interest.

Prior to the deadline, the Diocese and the Creditors Committee
agreed in a stipulation signed by Judge MacDonald to extend the
deadlines to July 22, 2008.  The parties further extended the
deadline to July 24.

However, no term sheet or inventory list were filed with the
Court by July 24.

Judge MacDonald is set to discuss possible mediation of certain
disputed items in the bankruptcy case at the Aug. 14, 2008,
conference.

                    About Diocese of Fairbanks

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

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


CATHOLIC CHURCH: Panel Taps Morrow & Hensel in Faribanks' Case
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Catholic
Bishop of Northern Alaska sought permission from the U.S.
Bankruptcy Court for the District of Alaska to retain Morrow &
Hensel Consulting as experts for issues relating to understanding
and communicating with the native Alaskan population, nunc pro
tunc to May 9, 2008.

The Creditors Committee's counsel, Pachulski Stang Ziehl & Jones
LLP, will employ Dr. Chase Hensel of Morrow & Hensel to maintain
confidentiality of those matters that are intended only to assist
the Committee, Committee Chairman E. Anthony Reisinger, Jr.,  
related.

Morrow & Hensel's services will be billed to the bankruptcy
estate for payment as an administrative expense.  Mr. Reisinger
disclosed that no other arrangement exists between Pachulski
Stang and Morrow & Hensel.

Mr. Hensel will be paid in his standard hourly rates of $200 for
research, report preparation and consultation, and $350 for
testimony and depositions.  The Creditors Committee estimates
that Morrow & Hensel's fees and expenses will be around $15,000.

Mr. Hensel assured the Court that he does not represent any
interest materially adverse to the interests of the bankruptcy
estate or its creditors.

                    About Diocese of Fairbanks

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

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


CATHOLIC CHURCH: Portland Lawyer Balks at Clergy Info Disclosure
----------------------------------------------------------------
A "demand" of Erin K. Olson, Esq., to publicly disclose
confidential documents, which are under a protective order, dated
Jan. 14, 2005, should be denied because she has not articulated
any legitimate reason to release those files, Margaret Hoffman,
Esq., at Schwabe, Williamson & Wyatt, P.C., in Portland, Oregon,
said on behalf of the Archdiocese of Portland in Oregon.

Ms. Hoffman related that the documents in question were produced
at discovery during the course of the bankruptcy for the cases
pending at that time, which were subsequently concluded by
settlement or dismissal.

"There was no agreement or condition in any settled case handled
by Ms. Olson which required the release of clergy personnel
files.  All of her clients accepted their settlement funds,
signed settlement agreements, and concluded their cases, without
a demand or condition that documents be made public," Ms. Hoffman
said.

"[T]he only conceivable use Ms. Olson could have for the
documents . . . would be to spread negative publicity about Roman
Catholic clergy, the Archdiocese of Portland, its deceased
bishops or priests, and the Roman Catholic Church in general,"
Ms. Hoffman states.  She told Judge Elizabeth L. Perris that the
U.S. Bankruptcy Court for the District of Oregon should not be a
forum from which to launch those attacks.

Ms. Hoffman further argued that the Protective Order should
remain in effect because:

   -- after the conclusion of the bankruptcy proceedings, the
      Archdiocese made public over 2,000 documents in accordance
      with, and in fulfillment of, the public statement made by
      Archbishop John G. Vlazny;

   -- the sought documents are personnel files, which, by their
      very nature, are confidential and proprietary; and

   -- good cause exists to continue the Protective Order for the
      documents in question.

                       Priests Don't Want
                    Public Release of Files

Fathers B, J, S, T, W and P objected to the public dissemination
of their private information obtained through discovery in the
Archdiocese's bankruptcy case.  They ask the Court to uphold the
Protective Order to allow the sought information to remain under
seal.

If the Court determines that their personnel files should be
released as requested by Ms. Olson, the Fathers asked Judge Perris  
to redact all personal identifying information, including names,
addresses and telephone numbers.

Thomas E. Cooney, Esq., at Cooney & Crew, LLP, in Lake Oswego,
Oregon, told the Court that the Fathers do not object to the
goals served by the Archdiocese's agreement with its claimants to
publicly release Archdiocesan records.  However, they object to
the dissemination of their personnel files, which will cause them
annoyance, embarrassment, oppression and undue burden.  Mr.
Cooney pointed out that release will add very little to the
public's understanding of the Archdiocese's severe mishandling of
sexual abuse issues.

Moreover, Mr. Cooney stated that the Fathers are still alive, and
therefore, subject to future claims.  He argued that if their
files are disseminated, they want Ms. Olson to guarantee that
they "will never receive an impartial jury trial for future and
pending cases."

"For the cases that the Archdiocese already settled, the Fathers
should be able to rely on the finality of those settlements, and
moved forward with their lives," Mr. Cooney said.

Fr. MM, who appears under a pseudonym because he is not a party
to any lawsuit, and because he seeks to preserve his right to
privacy, relates that without his knowledge or consent, the
Archdiocese produced documents from his personnel file to Ms.
Olson.  The documents were subjected to the Protective Order.  
Accordingly, Father MM asked the Court to uphold the Protective
Order, deny Ms. Olson's request, and to order a return of all his
records.

Fr. MM also related that he began serving as a Catholic priest in
the mid-1960s, but had withdrew from public ministry almost 20
years ago.  He states that has never been sued, found liable or
convicted for any sexual misconduct.  He told Judge Perris that
he understands that other priests, who have been sued for sexual
misconduct, have been harassed or have received threats.  Because
he is not physically strong, Fr. MM has concerns for his safety
and well-being if his records are publicly disclosed.

Fr. MM further contended that Ms. Olson has no legal or reasonable
basis for demanding public access to his records, or for wholly
disregarding his rights and legitimate concerns because she does
not represent any claimant with a claim against him.  He argued
that he was not a party to the Archdiocese's promises, and he did
not agree to be bound by that promise.  He also asserted, among
other things, that Ms. Olson completely disregards him as an
individual.

Confidential defendant "Defendant Smith" opposed Ms. Olson's
request because it seeks to release confidential documents that
have been placed under seal for good cause, and by the agreement
of all of the applicable parties.  He argued that Ms. Olson lacks
standing to challenge the confidentiality agreement, and she
cannot establish sufficiently compelling reasons to unseal the
documents.  Hence, he said, her request should be denied.

Richard J. Whittemore, Esq., at Bullivant Houser Bailey PC, in
Portland, Oregon, related that several claimants have sued Father
Mel Bucher in the past for tortious conduct that he allegedly
committed in the 1970s.  The claimants have also asserted that
the Franciscan Friars of California, Franciscan Friars of Oregon,
Inc., and Franciscan Friars of California, Inc., are vicariously
liable for Fr. Bucher's conduct.  To resolve those claims and
"buy peace," Fr. Bucher and the Franciscan Friars settled them.

"Now, [Ms. Olson] is trying to disturb that peace . . . She does
so despite the fact that she lacks standing to seek the public
disclosure of that information," Mr. Whittemore declared.  He
notes that even if she does have a standing, Fr. Bucher is not a
party to any agreement, in which the Archdiocese may have agreed
to disclose information.  Because Fr. Bucher is not bound by any
agreement, his private information should not be disclosed, Mr.
Whittemore said.

Father M and Father D remind the Court that no claims of
misconduct were filed against either of them, and that they were
not a party to the Archdiocese's bankruptcy proceedings or the
resulting settlements.  They further remind Judge Perris that in
June 2007, The Oregonian published an article entitled
"Archdiocese Released Secret Documents on Priest Sex Abuse," in
which Father M's full name was listed amongst other priests, who
had actually been accused of child sex abuse.

Because information from sealed Court records leaked to the media
once already, the best way to make sure this does not happen
again is for the records to be returned, Father M and Father D
assert.  Hence, they asked the Court to provide continued
protection of their documents, and direct Ms. Olson to
return those that are in her possession.  Alternatively, if the
documents are to be unsealed, they asked Judge Perris to order the
return of the documents to their counsel, and to allow the
counsel to redact all identifying information of any person in
the documents.

Mr. H. and Thomas Laughlin joined in the arguments made by the
other parties opposing Ms. Olson's request.  They noted that the
Archdiocese has released thousands of documents, and that the
request is trying to disclose private personnel information
having little or no relation to the claimed reason for seeking
the release.

The Archdiocese joined in, and supports all the oppositions filed
against Ms. Olson's request.

                  About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on Feb. 27, 2007.
On April 17, 2007, the Court confirmed Portland's 3rd Amended
Plan.  On Sept. 28, 2007, the Court entered a final decree closing
Portland's case.  The case was subsequently reopened at Ms.
Olson's request of further case administration.

The Hon. Elizabeth L. Perris reopened the bankruptcy case of the
Archdiocese of Portland in Oregon for further administration.   
Erin K. Olson, Esq., at the Law Office of Erin Olson, P.C.,
previously asked the Court to reopen the case to resolve certain
issues, including her request to unseal, and file in redacted
form, the documents and accompanying exhibits filed as Docket Nos.
4765 and 4766 in the bankruptcy case.  (Catholic Church Bankruptcy
News, Issue No. 129; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Judge Williams Reopens Spokane's Case
------------------------------------------------------
Judge Patricia Williams of the U.S. Bankruptcy Court for the
Eastern District of Washington approved the request of the
Diocese of Spokane's Plan Trustee, Gloria Z. Nagler, Esq., to
reopen the Diocese's bankruptcy case so that she may seek approval
of her proposed distribution of trust funds.

The previous order closing the case is amended to:

   -- clarify that, with the exception of Allowed Future Tort
      Claims–Extended and Allowed Future Tort Claims–Initial, all
      other Claims which had not been allowed as of May 12, 2008,
      will not be considered or allowed after May 12, 2008; and

   -- provide that the Plan Trustee is authorized to distribute
      funds to the Claimants and maintain reserves for potential
      taxes, professional fees and indemnity-related matters,
      without maintaining any reserves for additional Claims,
      which were not allowed as of May 12, 2008, and which do not
      qualify as Future Tort Claims.  The additional Claims will
      not be funded from the reserves created by the Plan
      Trustee.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.  
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News, Issue No. 128; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


CBA COMMERCIAL: S&P Cuts Class M-7 to 'D' After Principal Loss
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-7 commercial mortgage pass-through certificate from CBA
Commercial Assets 2005-1 to 'D' from 'CCC-'.

The downgrade of the class M-7 certificate reflects a $1,138,266
principal loss to the outstanding principal balance of the
security due to the liquidation of two assets that were with the
special servicer, Midland Loan Services Inc.

The first asset, 1510 Nunneley, had a total exposure of $2,455,078
and was secured by a 95-unit multifamily property built in 1961 in
Wichita Falls, Texas. According to the July 25, 2008, trustee
remittance report, the property was liquidated, resulting in a
$2,066,112 realized loss to the trust.

The second asset, 146 Walker Street, had a total exposure of
$473,385 and was secured by a nine-unit multifamily property built
in 1892 in Manchester, N.H. According to the July 25, 2008,
trustee remittance report, the property was liquidated, resulting
in a $110,171 realized loss to the trust. The realized losses
reduced the principal balance of the class M-8 certificate to $0
from $1,023,788. The balance of the realized losses ($1,138,266)
was then allocated to the M-7 class. The 1510 Nunneley asset
experienced a 100.78% loss severity upon disposition, while the
146 Walker Street asset was liquidated at a 24.69% loss severity.


CBRE REALTY: S&P Affirms 'BB' Rating on Classes K, L Notes
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 14
classes from CBRE Realty Finance CDO 2007-1 Ltd. and removed them
from CreditWatch with negative implications, where they were
placed on May 28, 2008.

The rating actions follow our analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities.

While our analysis supports the affirmed ratings, the margin by
which the actively managed transaction's break-even default rates
exceeded the scenario default rates decreased for several classes.
If the credit characteristics of the collateral assets decline, we
could lower or place our ratings on several classes on CreditWatch
negative.

According to the trustee report dated June 27, 2008, the
transaction's current assets included 38 classes ($197.1 million,
20%) of pass-through certificates from 25 distinct CMBS
transactions issued between 2000 and 2007. None of the CMBS assets
represent an asset concentration of 10% or more, while $7.1
million are first-loss positions. The current assets also
included:

     -- Thirty-six commercial real estate loans ($758.5 million,
78%), which included whole loans, subordinate B notes, and
mezzanine loans; and

     -- Five classes ($13 million, 1%) from three commercial real
estate collateralized debt obligation (CDO) transactions.

The aggregate principal balance of the assets totaled $968.6
million, down from $1.0 billion at issuance. The aggregate
liabilities totaled $1.0 billion when considering the total
commitment for class A-1R, which is unchanged since issuance.

Our analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'BB-'
rated obligations. Standard & Poor's rates $179.1 million (18%) of
the assets. We reanalyzed our outstanding credit estimates for the
remaining assets.

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

CBRE Realty Finance CDO 2007-1 Ltd.
Commercial real estate CDO

             Rating
Class    To           From
A-1      AAA          AAA/Watch Neg
A-1R     AAA          AAA/Watch Neg
A-2      AAA          AAA/Watch Neg
A-2R     AAA          AAA/Watch Neg
B        AA           AA/Watch Neg
C        A+           A+/Watch Neg
D        A            A/Watch Neg
E        A-           A-/Watch Neg
F        BBB+         BBB+/Watch Neg
G        BBB          BBB/Watch Neg
H        BBB-         BBB-/Watch Neg
J        BB+          BB+/Watch Neg
K        BB           BB/Watch Neg
L        BB-          BB-/Watch Neg


CLAYTON HOLDINGS: Moody's Withdraws B1 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn its B1 corporate family
rating on Clayton Holdings Inc.  The rating has been withdrawn
because Moody's believes it lacks adequate information to maintain
a rating.

In July 2008, Clayton completed its merger with Cobra Green
Acquisition Corp., an affiliate of Greenfield Partners.  Clayton
ceased to be a publicly traded company, terminated its rated
credit facility and all rated debt was paid off, in connection
with the merger.

These rating was withdrawn:

Clayton Holdings Inc.

  -- Corporate family rating at B1 on review for possible
     downgrade

Clayton Holdings Inc. is based in Shelton, Connecticut, provides
outsourced services, information-based analytics and specialty
consulting for buyers and sellers of, and investors in, mortgage-
related loans and securities and other debt instruments.


CLEAR CHANNEL: Implements Stock Fund Blackouts Prior to Merger
--------------------------------------------------------------
Prior to the closing of the merger between Clear Channel
Communications, Inc. and BT Triple Crown Merger Co., Inc., Clear
Channel on July 18, 2008, provided a notice to the directors and
executive officers of the company and to the participants and
beneficiaries of the Clear Channel, Inc. 401(k) Savings Plan that
activity in the Clear Channel Common Stock Fund under the 401(k)
Plan will be closed temporarily to any transactions, beginning at
the closing of trading on July 28, 2008.

BT Triple Crown Merger Co., Inc. is an indirect subsidiary of CC
Media Holdings, Inc.

The blackout period for the Stock Fund was contingent upon
approval of the merger by Clear Channel's shareholders.

Also, on July 18, 2008 notice was provided to the directors and
executive officers of Clear Channel and to the participants and
beneficiaries of the Clear Channel, Inc. Nonqualified Deferred
Compensation Plan that activity in the Company Stock Fund under
the NQ Plan, which consists of deemed investments in Company
stock, will be closed temporarily to any transactions, beginning
at the closing of trading on July 28, 2008. The blackout period
for the NQ Plan was contingent upon approval of the Merger

As reported by the Troubled Company Reporter on July 31, 2008, in
connection with the completion of the merger with BT Triple
Crown Merger Co., Clear Channel Communications, Inc. reported the
expiration and final results of its tender offer to purchase any
and all of its subsidiary AMFM Operating Inc.'s outstanding 8%
Senior Notes due 2008 (CUSIP No. 158916AL0).  The tender offer and
consent solicitation was made pursuant to the terms and conditions
set forth in the AMFM Offer to Purchase and Consent Solicitation
Statement for the Notes dated Dec. 17, 2007, and the related
Letter of Transmittal and Consent.

The tender offer and consent payment deadline expired at 8:00 a.m.
New York City time on July 30, 2008.  The aggregate principal
amount of the Notes validly tendered (and not validly withdrawn)
was $639 million, representing approximately 99.12% of outstanding
Notes.

                      About Clear Channel

San Antonio, Texas-based Clear Channel Communications Inc. (NYSE:
CCU) -- http://www.clearchannel.com/-- is a diversified media       
company operating in three business segments: radio broadcasting,
Americas outdoor advertising, international outdoor advertising,
which contributed to 50%, 21%, and 26%, respectively, during the
year ended Dec. 31, 2007.  The company owns 717 core radio
stations, 288 non-core radio stations operating in the United
States.  It also owns about 209,000 Americas outdoor advertising
display faces and approximately 687,000 international outdoor
advertising display faces.  In addition, it had equity interests
in various international radio broadcasting companies.  As of
Feb. 13, 2008, the company sold 217 non-core radio stations.  In
March 2008, the company announced that it has completed the sale
of its Television Group to Newport Television LLC.

As disclosed in the Troubled Company Reporter on July 30, 2008,
in-line with prior guidance, Fitch Ratings has downgraded the
Issuer Default Rating and outstanding debt rating of Clear Channel
Communications, Inc. as: IDR to 'B' from 'BB-'; and Senior
unsecured non-guaranteed notes to 'CCC/RR6' from 'BB-'.

Fitch has also removed Clear Channel from Rating Watch Negative,
where it was originally placed on Oct. 26, 2006.  The Rating
Outlook is Negative.  Additionally, Fitch has withdrawn all
existing ratings of Clear Channel.

As reported by the Troubled Company Reporter on June 20, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Clear Channel Communications Inc. to 'B' from 'B+' based
on the proposed financing of the company's pending leveraged
buyout by the private equity group co-led by Thomas H. Lee
Partners L.P. and Bain Capital Partners LLC.  

At the same time, S&P removed all the ratings from CreditWatch,
where they had been placed with negative implications on Oct. 26,
2006, following the company's announcement that it was exploring
strategic alternatives to enhance shareholder value, including a
possible sale of the company.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and '3' recovery rating on Clear Channel's $16.1 billion of
new senior secured credit facilities.  The '3' recovery rating
indicates S&P's expectation for meaningful (50% to 70%) recovery
of principal and pre-petition interest in the event of a payment
default.
     
S&P also assigned its 'CCC+' rating on the company's $2.3 billion
of new senior unsecured notes, with a recovery rating of '6',
indicating its expectation for negligible (0% to 10%) recovery in
the event of a payment default.
     
At the same time, S&P lowered its rating on the company's
$5.1 billion of existing senior unsecured notes to 'CCC+' from
'B-' and assigned a recovery rating of '6' on these issues.

The 'B-' rating on the company's existing 8% senior notes due
November 2008 at its AMFM Operating Inc. subsidiary remains on
CreditWatch with negative implications pending the completion of
the company's tender offer for these notes.
     
S&P lowered the rating on Clear Channel's existing $750 million of
7.65% senior notes due 2010 to 'CCC+' from 'B-' and assigned a
recovery rating of '6', reflecting the potential for this issue to
remain outstanding until maturity.

As reported by the TCR on Jul 31, 2008, Moody's Investors Service
assigned a B2 Corporate Family Rating
and B2 Probability of Default Rating to Clear Channel
Communications, Inc. In addition, Moody's assigned a B1 rating to
Clear Channel's new $15.77 billion senior secured credit
facilities and a Caa1 rating to its proposed $2.31 billion
guaranteed senior unsecured notes. Moody's also downgraded the
company's legacy senior unsecured notes to Caa1 from Baa3 and
affirmed the SGL2 speculative grade liquidity rating. The rating
outlook is stable. This concludes Moody's review of Clear
Channel's ratings, which was initiated on October 26, 2006 in
connection with the company's announcement that its Board of
Directors was evaluating various strategic alternatives to enhance
shareholder value.


CMT AMERICA: Gets Final Approval to Use Clothing's $2.8 Mil. Loan
-----------------------------------------------------------------
The Hon. Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized CMT America Corp. to access, on a
final basis, up to 2,800,000 in postpetition financing under a
revolving credit facility from Clothing for Modern Times Ltd.,
pursuant to a credit agreement dated July 15, 2008.

As reported in the Troubled Company Reporter on July 23, 2008, the
Debtor obtained up to $1,350,000 in postpetition financing, in an
interim basis, with a sublimit for letters of credit of $250,000.

The Court also authorized the Debtor to use the lender's cash
collateral.

Before its bankruptcy filing, the Debtor entered into a loan
and security agreement dated May 15, 2006, as amended, with GMAC
Commercial Finance LLC.  On July 15, 2008, GMAC Commercial
assigned all of its rights and interest in the prepetition
obligations to Clothing for Modern.  At present, Clothing for
Modern owed about $4,077,948 in revolving loan principal
obligations -- including an outstanding stand-by letter of credit
of $250,000 plus interest, fees, costs and expenses -- under
prepetition credit agreement.  The prepetition obligations are
secured by a security interest in substantially all of the assets
of the Debtor.

CMT America Holdings Inc., parent of the Debtor, guaranteed all of
the Debtor's obligations under the prepetition credit agreement.  
CMT America Holdings is the Debtor's parent company.  CMT America
Holdings acquired a significant equity stake in the Debtor in
2006.

Furthermore, CMT America Holdings provided $8,000,000 in term loan
due March 1, 2009, under a security agreement dated July 1, 2007,
to the Debtor that is secured by an interest in the Debtor's
personal property, but subordinate to the prepetition credit
agreement.  As of July 13, 2008, approximately $4,077,948 remain
outstanding under the prepetition agreement.

The proceeds of the loan will be used solely for (i) working
capital and general corporate purposes; (ii) payments of costs of
administration of the case; and (iii) payment of prepetition
expenses.

The DIP facility is subject to a $680,000 carve-out for payment of
fees and expenses incurred by professional advisors employ by the
Debtor or the committee.

The DIP agreement contains customary and appropriate events of
default.

To secure its DIP obligations, the lender will be granted
superpriority administrative expense status over all
administrative expenses pursuant to Section 503(b) or 507(b) of
the Bankruptcy Code.

A full-text copy of the credit agreement is available for free
at http://ResearchArchives.com/t/s?2fc2

                         About CMT America

Headquartered in Farmington, Connecticut, CMT America Corp. aka
Fairvane Corp. is a 70-store women's clothing retailer.  The
company filed for Chapter 11 protection on July 13, 2008 (Bankr.
D. Del. Case No.08-11434).  Robert S. Brady, Esq., Young, Conaway,
Stargatt & Taylor LLP, represents the Debtor in its restructuring
efforts.  The U.S. Trustee for Region 2 has yet to appoint an
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection against its creditors, it listed assets between
$10 million and $50 million, and debts between $10 million and
$50 million.


CMT AMERICA: Court Approves Going-Out-Of-Business Sales Motion
--------------------------------------------------------------
The Hon. Christopher Sontchi of the United States Bankruptcy Court
for the District of Delaware authorized CMT America Corporation to
conduct going-out-of-business sales at its retail stores including
all merchandise and personal property, free and clear of all liens
and interests.

As reported in the Troubled Company Reporter on Aug. 5, 2008, the
Debtor said that its sales have been steadily declining, and that
consequently, it has determined that the most prudent course of
action is to conduct an orderly liquidation of its operations
through the present Chapter 11 case.

The Debtor intended to sell, other than merchandise and personal
property, all inventory it receives from its distribution center,
and additional inventory from its affiliates third-party provider,
CMT Sourcing.  The Debtor said it wants to sell immediately the
merchandise in order to quickly monetize the assets and minimize
administrative costs.

The GOB sales will take place on Oct. 31, 2008.  The Debtor
expects about 60% of the GOB sales will be completed by the end of
August.

In connection with the GOB sales, the Debtor plans to pay in the
aggregate, $200,000 in bonuses to its employees involved in the
sale transaction.

A full-text copy of the Debtor's sale guidelines is available for
free at http://ResearchArchives.com/t/s?30a6

                         About CMT America

Headquartered in Farmington, Connecticut, CMT America Corp. aka
Fairvane Corp. is a 70-store women's clothing retailer.  The
company filed for Chapter 11 protection on July 13, 2008 (Bankr.
D. Del. Case No.08-11434).  Robert S. Brady, Esq., Young, Conaway,
Stargatt & Taylor LLP, represents the Debtor in its restructuring
efforts.  The U.S. Trustee for Region 2 has yet to appoint an
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection against its creditors, it listed assets between
$10 million and $50 million, and debts between $10 million and
$50 million.


CONSECO INC: Planned Spin-Off Cues Fitch to Affirm All Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed all ratings assigned to Conseco Inc.
and its affiliates.  The Rating Outlook on all ratings remains
Negative.  

The rating action follows Conseco's announcement of plans to spin-
off Conseco Senior Health Insurance Company into a trust for the
benefit of CSHI's long-term care policyholders.  CHSI is an
indirect, wholly owned subsidiary of Conseco.  The company
primarily houses Conseco's run-off LTC insurance business.  The
transaction is subject to regulatory approval, and is targeted to
be completed in the fourth quarter of 2008.

As part of the transaction, Conseco is expected to take a GAAP
charge of approximately $1.1 billion, which largely consists of
Conseco's GAAP equity in CHSI and a valuation allowance for
certain deferred tax assets that will likely not be recoverable as
a result of the proposed transaction.  Prior to the proposed spin-
off, Conseco is expected to contribute $175 million of capital
into CSHI, consisting of $50 million of cash and a $125 million
note.

As a result of the transaction, Fitch expects Conseco's financial
leverage as measured by debt to total GAAP capital will increase
to approximately 27%-28% due to the GAAP charge and the note
issuance.  The statutory capital levels of Conseco's remaining
insurance subsidiaries are expected to largely be unaffected with
combined statutory capital of approximately $1.4 billion and
combined risk-base capital at approximately the 300% of company
action level RBC.  Fitch expects that Conseco's capital adequacy
based on Fitch's capital, Prism, to be in the 'A-' to 'BBB+'
range.

Fitch believes that the proposed CSHI spin-off will have a
positive impact on Conseco's risk profile.  The impact on
Conseco's ratings and Outlook status will be based the company's
ability to complete the CHSI spinoff, the final terms of the CSHI
spinoff, and progress towards improving operating performance in
the company's other business lines.

Fitch affirmed these with a Negative Outlook:

Conseco, Inc.
  -- Issuer Default Rating at 'BB';
  -- Senior secured bank credit facility at 'BB+';
  -- Senior unsecured debt at 'BB-'.

Bankers Life and Casualty Company
  -- Insurer Financial Strength at 'BBB'.

Conseco Life Insurance Company
Bankers Conseco Life Insurance Company
Conseco Insurance Company
Conseco Health Insurance Company
Colonial Penn Life Insurance Company
Washington National Insurance Company
  -- IFS at 'BBB-'.

Conseco Senior Health Insurance Company
  -- IFS at 'CCC+'.


CONSECO INC: S&P Holds B+, BB+ Ratings on Plan to Transfer Units
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' counterparty
credit rating on Conseco Inc. and its ratings on Conseco's
insurance subsidiaries, most of which are rated 'BB+'. The outlook
remains negative.

"The affirmation follows Conseco's announcement [] that it intends
to contribute its CSH [Conseco Senior Health Insurance Co.]
subsidiary to an oversight trust for the benefit of CSH's long-
term care policyholders," said Standard & Poor's credit analyst
Jon Reichert. This transaction would completely separate CSH from
Conseco. CSH houses the bulk of Conseco's run-off block of long-
term care business, which had significant adverse claims
experience for several years prior to 2008. (S&P also affirmed its
'CCC-' ratings on CSH.)

Pro forma financial leverage and GAAP interest coverage,
incorporating the impact of the transaction, are expected to
remain supportive of the current ratings. S&P expects financial
leverage to remain at less than 30% and GAAP interest coverage to
be about 3x. As part of the transaction, Conseco will make one
final capital contribution to CSH of $175 million, which will be
funded through a combination of existing cash at Conseco and a
$125 million note to CSH. Also as a result of this transaction,
Conseco's GAAP equity is expected to decline by about $1.2
billion.


CONTINENTAL AIRLINES: S&P Affirms 'B' Rating; Off CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services took various actions on its
ratings on Continental Airlines Inc. (B/Negative/B-3). S&P
affirmed its 'B' long-term corporate credit rating, 'B-3' short-
term corporate credit rating, all ratings on unsecured debt and on
selected enhanced equipment trust certificates. S&P  lowered S&P's
ratings on other enhanced equipment trust certificates,
particularly those secured by regional jets, and raised other
ratings. All ratings were removed from CreditWatch, where they
were placed with negative implications May 22, 2008, as part of an
industrywide review. The rating outlook is negative.

"We expect that Continental Airlines will post a significant loss
this year, due to high fuel prices, but its operating performance
should continue to be better than those of most peer large U.S.
airlines," said Standard & Poor's credit analyst Philip Baggaley.
"That, plus expected adequate liquidity, support an affirmation of
its corporate credit rating. Our downgrades on selected enhanced
equipment trust certificates are based on reduced collateral
values for certain models of aircraft, especially 50-seat regional
jets, which are less economic to operate at current high fuel
prices."

Continental continues to report better operating results than its
peer "legacy carriers," including a relatively modest $171 million
first-half 2008 pretax loss. Still, Continental is under pressure
from high (albeit recently somewhat reduced) fuel prices and, like
other U.S. airlines, is grounding older, less fuel-efficient
aircraft (including 67 B737-300s and B737-500s, as well as various
regional jets). This, along with similar actions at other
airlines, should allow Continental to generate higher passenger
revenues per available seat miles by the fourth quarter and into
2009 (its consolidated passenger revenues per available seat mile
increased 5.7% during the first half of 2008). S&P expects
Continental to generate a reduced loss in 2009, with the magnitude
dependent on the level of fuel prices and strength of passenger
demand in a weak U.S. economy.

The 'B' long-term corporate credit rating on Houston-based
Continental reflects its participation in the high-risk airline
industry and a heavy debt and lease burden, but also better-than-
average operating performance among its peer large U.S. hub-and-
spoke airlines. Continental, the fourth-largest U.S. airline,
serves markets mainly in the southern and eastern U.S. from hubs
at Houston; Newark, N.J.; and Cleveland, Ohio. International
routes serve the central Pacific, selected Asian destinations,
Latin America, and Europe.

Although Continental currently has adequate liquidity and will
likely report narrower losses than similar U.S. airlines, worse-
than-expected fuel prices and/or economic weakness could erode the
company's financial profile. S&P may lower the rating if
unrestricted cash and short-term investments fall below $2
billion. If Continental is able to weather the downturn and
industry conditions improve, S&P could revise the outlook to
stable.


COUDERT BROTHERS: Panel Wants to Investigate 16 Former Partners
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
case of Coudert Brothers LLP asks the United States Bankruptcy
Court for the Southern District of New York for permission to
probe 16 former partners of Coudert Brothers for alleged breach of
fiduciary duties, Bloomberg News reports.

According to Bloomberg, the Debtor's partners decided out of a
March 2008 agreement, which gave certain attorneys legal
protection in turn for financial contribution to the Debtor's
reorganization.

The Committee's assertion did not contain specific allegations,
the report says.  The Committee is seeking documents related to
the Debtor's case including documents that were transfered from
the Debtor to the former partners' new law firm, the report
relates.

Accordingly, former partners of the Debtors will be called to
testify as part of the investigation, the report says.

As the Debtor liquidated its assets in 2005, nine of the 16 former
partners transfered to DLA Piper LLP and the remaining went to
Dechert LLP, the report notes.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represent the Debtor
in its restructuring efforts.  The U.S. Trustee for Region 2
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represent the Official
Committee of Unsecured Creditors.

In its schedules of assets and debts, Coudert listed total assets
of $29,968,033 and total debts of $18,261,380.


CPG INTERNATIONAL: S&P Revises Outlook to Neg; B Rating Affirmed
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on building
materials company CPG International Inc. to negative from stable.
All ratings, including the company's 'B' corporate credit rating,
were affirmed.

The outlook revision follows the company's weaker-than-expected
second quarter results and expectations of weaker earnings and
cash flow in 2008, driven by the ongoing housing downturn and weak
U.S. economy. In addition, the outlook revision reflects S&P's
uncertainties regarding the depth and duration of the current
difficult operating conditions and the further impact this may
have on the company's operating results. Still, CPG continues to
have adequate near-term liquidity consisting of about $13 million
in cash and $38 million in revolving credit facility availability.

The ratings on CPG, a Scranton, Pa.-based manufacturer of
engineered building products, reflect its cyclical and seasonal
niche markets, exposure to volatile raw-material costs,
competition from substitute trim board and decking products, and
current challenging operating conditions. These factors overshadow
the company's continued penetration of its end markets and good
margins.

S&P expects end–market demand for CPG's products to remain
somewhat weak for the remainder of 2008 and into 2009 due to poor
new construction fundamentals and weaker repair and remodeling
spending. As a result, credit measures are likely to remain
somewhat weak for the rating, with adjusted debt to EBITDA in the
5.5x to 6x range.

"A downgrade could occur during thUnsaved Document 3is period if
reduced construction activity or additional raw-material cost
increases further weaken the company's credit measures beyond
expected levels or if liquidity narrows meaningfully," said
Standard & Poor's credit analyst Michael Scerbo.

Specifically, S&P could lower the rating if debt to EBITDA were to
increase to materially over 6x for an extended time due to the
combination of continued margin contraction and lower volumes. An
outlook revision back to stable could occur in the near term if
the company can successfully stabilize operating results through
continued price increases and cost efficiencies, resulting in
modest improvement to credit measures, despite the current
operating conditions.  


CT CDO IV: S&P Affirms 'BB', 'B' Ratings on Six Classes
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 15
classes from CT CDO IV Ltd. and removed four of them from
CreditWatch with negative implications, where they were placed on
May 28, 2008.

The rating actions follow S&P's analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities.

According to the trustee report dated July 15, 2008, the
transaction's current assets included 33 classes ($254.8 million,
62%) of pass-through certificates from 27 distinct CMBS
transactions issued between 1998 and 2006. The current assets also
included nine classes ($128.9 million, 31%) from five
CMBS resecuritizations and two mezzanine commercial real estate
loans ($29.7 million, 7%). Only class C from CRIIMI MAE Commercial
Mortgage Trust's series
1998-C1 ($52 million, 13%) represents an asset concentration of
10% or more of total assets. The aggregate principal balance of
the assets and liabilities both totaled $413.5 million, down from
$488.6 million at issuance. The $75.2 million reduction in
aggregate asset balance was due to principal paydowns on the
underlying assets.

S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'BBB'
rated obligations. Standard & Poor's rates $298.5 million (72%) of
the assets. S&P reanalyzed its outstanding credit estimates for
the remaining assets.

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

CT CDO IV Ltd.
Collateralized debt obligations
              Rating
Class    To           From

J        BB-          BB-/Watch Neg
K        B+           B+/Watch Neg
L        B            B/Watch Neg
M        B-           B-/Watch Neg

RATINGS AFFIRMED

CT CDO IV Ltd.
Collateralized debt obligations
Class    Rating

A-1      AAA
A-2      AAA
B        AA
C        A
D-FL     BBB+
D-FX     BBB+
E        BBB
F-FL     BBB-
F-FX     BBB-
G        BB+
H        BB


DANA CORP: Settles Allen County's Claim for $1,750,000
------------------------------------------------------
Dana Holding Corporation paid the Allen County Treasurer's Office
$1,750,000 for the county's prepetition claims arising from tax
payments, the Indiana NewsCenter reported.  According to the
report, the settlement money will go into the county tax
collections fund and will be distributed to units receiving Allen
County property tax monies.

"We were able to successfully resolve this matter without
litigation, which could have taken a lot of time and cost the
taxpayers a lot of money," Allen County Treasurer Robert Lee told
the Indiana NewsCenter.

                           About DANA

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

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

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

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

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

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

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

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

                          *     *     *

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

The TCR reported on Feb. 18, 2008, that Moody's Investors Service
affirmed the ratings of the reorganized Dana Holding Corporation
as: Corporate Family Rating, B1; Probability of Default Rating,
B1.  In a related action, Moody's affirmed the Ba3 rating on the
senior secured term loan and raised the rating on the senior
secured asset based revolving credit facility to Ba2 from Ba3.  
The outlook is stable.  The financing for the company's emergence
from Chapter 11 bankruptcy protection has been funded in line with
the structure originally rated by Moody's in a press release dated
Jan. 7, 2008.


DELTA AIR: Gets Unconditional Clearance from European Commission
----------------------------------------------------------------
Delta Air Lines, Inc. and Northwest Airlines Corporation received,
on Aug. 6, 2008, unconditional clearance from the European
Commission on the airlines' proposed merger.

The Commission, which is the regulatory arm of the European
Union, noted that its investigation found the proposed
transaction "would not impede effective competition in Europe or
the trans-Atlantic."

The airlines only offer overlapping direct service between
Amsterdam-Atlanta, Amsterdam-New York and Paris-Detroit, and
talks with competitors and customers did not flag antitrust
problems on these routes, the Commission said, according to The
Associated Press.

Both Delta and Northwest are part of the SkyTeam alliance,
sharing flights with Air France, KLM, Alitalia and Continental
Airlines, among others.  Delta flies to 119 international
destinations including 32 cities in the EU territory, reports
the AP.

"Approval from the European Commission for the merger is another
important step toward completing our pro-competitive merger with
Northwest. . . which will offer greater access to destinations
across the globe," Delta's chief executive officer Richard
Anderson said in a statement posted on Delta's Web site.

"We continue to work closely with the U.S. Department of Justice
and remain confident that we will be able to finalize the merger
by the end of the year," Mr. Anderson added.

          NWA Union Officials Testify Before Lawmakers
              on Proposed Delta-Northwest Merger

In a hearing in Washington on July 30, 2008, before the Health,
Employment, Labor, and Pensions subcommittee of the U.S. House of
Representatives, unions representing Northwest's flight
attendants, ramp workers and reservation agents pointed out that
Delta's buyout plan for Northwest threatens pension benefits for
employees, the AP reports.

Northwest employees have not received assurances that their
pension benefits would be protected upon the closing of the
planned merger, said Robert Roach, general vice president of the
International Association of Machinists on behalf of Northwest's
labor force, reports the AP.

"The ill-advised Delta-Northwest merger will jeopardize
everything [the Northwest employees] have worked for while
destroying two once-great airlines and threatening the solvency
of our nation's pension insurance agency," Mr. Roach said,
according to the Atlanta-Journal Constitution.

Mr. Roach argued that the combined airline should not be allowed
to "dump their garbage" on the Pension Benefit Guaranty Corp.,
the government-created corporation that takes over pension plans
for bankrupt companies, says AJC.

Forcing the frozen pension plans unto PBGC will mean an added
$15,600,000,000 in liabilities on top of its $13,100,000,000
deficit for fiscal year 2007, AJC reports, quoting Mr. Roach.

In response, Rob Kight, Delta's vice president for Compensation,
Benefits and Services, told the Subcommittee that Delta intends
to maintain its pension plans and Northwest's that were frozen in
the Chapter 11 cases.

The Delta-Northwest combination is about "addition, not
subtraction," hence it will mean "a stronger company" that will
be better able to fund pensions going forward," Mr. Kight said,
according to AJC.

Subsequent to testifying before lawmakers, IAM released a press
statement dated July 30, reiterating that the Delta-NWA merger
could possibly jeopardize workers' pensions and the stability of
the government's pension insurance system, a complete copy of
which is available for free at http://www.goiam.org/mergers

                  Delta FAs are Not Unionized,
                       AFA-CWA Worries

On behalf of Northwest's flight attendants, the Association of
Flight Attendants-CWA international president Patricia Friend,
noted that Delta flight attendants are not currently represented
by a union, according to the AP.

Ms. Friend also accused Delta management of interfering with an
attempt by some of its flight attendants to unionize.

As previously reported, eligible Delta flight attendants voted to
become unionized from April 23 through June 3, 2008; however,
more than 60% of them rejected AFA's representation, according to
results from the National Mediation Board.

The AFA-CWA filed on June 6, 2008, formal interference charges
with the NMB against Delta management, alleging illegal conduct
during the recent flight attendant representation election.  

"This merger should not be permitted to be a vehicle for union
busting," Ms. Friend told lawmakers during the hearing, says the
AP.

According to Ms. Friend, Delta "will do everything in their power
to first make sure there is no union in place to protect the
hard-earned benefits of the currently unionized Northwest flight
attendants," AJC reports.

Ms. Friend urged the members of the Committee to remember that
"the hundreds of thousands of airline employees across the
country have the most to lose and with the least protection."

               Delta President: Delta-NWA Merger
                 to Produce $2-Bil. in Savings

In an interview with The Street.com, Delta President Ed Bastian
said that he believes that Delta's planned merger with Northwest
will produce $2,000,000,000 in savings and benefits, up from an
original estimate of $1,200,000,000 and will cost about
$600,000,000, down from the $1,000,000,000, which the Company
previously projected.

"Now that we've had an opportunity to do more detailed work,
we've been able to validate the synergies we thought were there,
but had a difficult time quantifying," Mr. Bastian said in the
interview.

The updated evaluation means that the combined Company could
possibly gain back $500,000,000 in 2009, and another $500,000,000
to $600,000,000 annually until 2012.

Upon the closing of the merger, Delta will become the operator of
not less than 700 regional jets, which comprises approximately
40% of U.S.' regional jet fleet, The Street.com notes.

The airline will also get more than $100,000,000 in improved
efficiencies in airport operations due to lessened leases in
costly facilities, including, among others, the Los Angeles
International Airport, the report adds.

     Delta CEO Aims for "Quick Integration" with Northwest

Delta intends to file for a single operating certificate with the
Federal Aviation Administration by the end of August 2008, in
connection with its planned merger with Northwest, Marketwatch
reports.

Mr. Anderson said in a CNBC interview that Delta plans to take
Northwest as a subsidiary during the first 18 months after the
merger is completed.

Delta intends to fold Northwest's operations into Delta "as
quickly as we can," Mr. Anderson told CNBC, says the report.

Mr. Anderson also noted that negotiations "are still at pace"
with respect to discussions on antitrust issues with U.S.
congressional panels, as well as The Department of Justice for
final approval.

                   Delta and Northwest Face
           Antitrust Trial Over Merger in November

As previously reported, a group of 28 airline passengers from 10
states filed a lawsuit in the U.S. District Court for  the
Northern District of California to halt Delta Airlines, Inc.'s
proposed takeover of Northwest Airlines Corporation.

U.S. District Court Judge Vaughn Walker scheduled in San
Francisco, on November 5, 2008, the trial over claims that the
Delta-Northwest merger violates antitrust laws, Bloomberg News
reports.

Northwest and Delta executives are expected to testify at the
trial, USA Today says.

According to Bloomberg News, the lawsuit, captioned Rosemary
D'Augusta v. Northwest Airlines, allege that the proposed Delta-
Northwest merger "would result in an illegal monopoly,"
controlling, among others, 24% of domestic flights.

The lawsuit also alleges that "higher ticket prices and
diminished service" will result if federal regulators approve the
deal, says the report.

Delta and Northwest have said the combined Company would have the
the most flights worldwide, providing access to more than 390
destinations in 67 countries.

                     About Northwest Airlines

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

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

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

                           *     *     *

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

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

                          About Delta Air

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

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

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


DELTA AIR: Shareholders to Vote on Northwest Merger Sept. 25
------------------------------------------------------------
In a joint prospectus filed with the Securities and Exchange
Commission, dated Aug. 6, 2008, Delta Air Lines, Inc. and
Northwest Airlines Corporation notify their stockholders of
separate special meetings, that will simultaneously take place on
Sept. 25, 2008.

Essentially, during their Special Meetings, Delta and Northwest
stockholders will consider and vote on a proposal to adopt the
Agreement and Plan of Merger, dated as of April 14, 2008, by and
among Delta Air Lines, Inc., Nautilus Merger Corporation, a
direct, wholly-owned subsidiary of Delta, and Northwest.

                   Delta's Special Meeting

According to Delta Chief Executive Officer Richard H. Anderson,
Delta's Special Meeting will be held at 2:00 p.m., at the Georgia
International Convention Center Concourse, College Park in
Georgia, where Delta stockholders will vote on:

   * a proposal to approve an amendment to the Delta 2007
     Performance Compensation Plan to increase the number of
     shares of Delta Common Stock issuable by a number of shares
     equal to 15% of Delta's outstanding equity capitalization,
     determined on a fully-diluted basis at the closing of the
     Merger; and

   * an adjournment of the Special Meeting, if necessary or
     appropriate, to solicit additional proxies if there are not
     sufficient votes to approve the Proposals.

The issuance of Delta common stock to Northwest stockholders in
the merger and the amendment to the Delta 2007 Performance
Compensation Plan require the affirmative vote of holders of a
majority of the shares of Delta common stock, according to the
SEC filing.

In connection with the Merger, Delta intends to issue to
substantially all employees of the combined Company, equity equal
to approximately 13.38% of Delta's outstanding equity
capitalization, determined on a fully-diluted basis at the
closing of the Merger.

Delta says its board of directors believes the employees of the
combined Company should receive equity to recognize their
critical role in assisting it to (i) achieve its financial,
operational and customer service goals, (ii) more closely align
their interests with stockholders, and (iii) increase their stake
in the combined Company's financial performance.

The amendment to the Delta 2007 Performance Compensation Plan is
intended to permit Delta to implement the employee equity
issuance and allow for other equity grants after the closing of
the merger, the SEC filing disclosed.

Delta has fixed the close of business on July 29, 2008, as the
record date for determination of the Delta stockholders entitled
to receive notice of, and to vote at, the Delta Special Meeting.

                  Northwest's Special Meeting

Northwest's Special Meeting at 9:30 a.m., Eastern Time, will be
held in the AXA Equitable Center's Auditorium located at 787
Seventh Avenue, New York, according to Northwest CEO Douglas M.
Steenland.

Northwest's stockholders will, among other things:

   * elect 12 directors to hold office until the 2009 Annual
     Meeting of Stockholders;

   * ratify the appointment of Ernst & Young LLP as Northwest's
     independent registered public accounting firm for 2008;

   * to approve an amendment to the Northwest Airlines Corp. 2007
     Stock Incentive Plan; and

   * approve the adjournment of the Northwest Annual Meeting, if       
     necessary or appropriate, to solicit additional proxies if
     there are not sufficient votes to approve the Merger and its
     Agreement.

According to Mr. Steenland, the Northwest board of directors has
fixed July 31, 2008, as the record date for determination of the
Northwest stockholders entitled to receive notice of, and to vote
at, the Northwest Annual Meeting.

The joint proxy statement or prospectus and the Northwest 2007
Annual Report are available at http://www.proxyvote.com

A full-text copy of Delta and Northwest's joint prospectus on
Form S-4 is available at no charge at:

              http://ResearchArchives.com/t/s?30b1

         Northwest Files Transcript of Conference Call

In a separate filing on Form 425 with the SEC dated July 24,
2008, Northwest disclosed the transcript of their Conference Call
held on July 23, with participating analysts Ray Neidl of Calyon
Securities, Gary Chase of Lehman Brothers, Jamie Baker of
JPMorgan, William Greene of Morgan Stanley and Daniel McKenzie of
Credit Suisse.

Northwest's Corporate participants included Doug Steenland;
Andrew Roberts, executive vice president for Operations; Dave
Davis, chief financial officer, Tim Griffin, EVP for Marketing
and Distribution; and Andrew Lacko, Director IR.

Among other things, Northwest tackled the planned merger with
Delta, which, according to Mr. Steenland "makes even more sense
now given the continued run up in fuel prices than it did when we
entered into the merger agreement in April [2008]."

Mr. Steenland added that "significant work is already under way"
to realize the synergies of the Merger, including, among others:

   -- Delta and Northwest's joint formation of 26 integration
      planning teams comprised of leaders from both companies for
      smooth integration of operations;

   -- an unprecedented pre-merger collective bargaining agreement
      reached with Delta and Northwest pilot groups that includes
      a process to achieve full seniority list integration upon
      closing of the merger, subject to membership ratification
      and expected to be realized in August;

   -- Northwest and Delta's special meetings to be held on
      September 25, 2008, for shareholders to vote for the
      approval of the merger; and

   -- announcement of key executives that will lead the combined
      Company.

Mr. Steenland added that the merger-related synergies have been
estimated to be $2,000,000,000 on an annualized steady basis.

"We continue to expect the closing in the fourth quarter of
2008," Mr. Steenland said.

Mr. Davis reported that for the second quarter of 2008, Northwest
incurred a net loss of $377,000,000.  However, operating revenues
for the second quarter were $3,600,000,000, up 12.4% from 2007,
he says.

The Participants also tackled, among other things, the impact of
fuel costs to Northwest, the airline's capacity cuts and number
of regional jets.

A full-text copy of the Northwest Conference Call Transcript is
available for free at http://ResearchArchives.com/t/s?30b0

                     About Northwest Airlines

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

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

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

                           *     *     *

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

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

                          About Delta Air

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

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

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


DELTA AIR: Trial for Comair 5191 Crash Lawsuits Canceled
--------------------------------------------------------
A civil trial over the Comair Flight 5191 crash in 2006 that was
scheduled Aug. 4, 2008, in Fayette County, Kentucky, before
U.S. District Judge Karl Forester has been canceled, Kentucky.com
reports.

According to the report, only two lawsuits against Comair
remained in Fayette County, and one in Florida.

Over the past two weeks, 17 families reached settlement
agreements with Comair, pursuant to court-ordered settlement
conferences conducted by retired State Supreme Court Justice
James E. Keller and U.S. Magistrate Judge James B. Todd,
Kentucky.com says.

Comair spokeswoman Kate Marx said Comair has honored its initial
commitment "to [treat] the passenger families fairly and
respectfully."

Flight 5191 crashed on Aug. 27, 2006, after it took off from the
wrong runway at Blue Grass Airport.  Forty-nine of the 50
passengers were killed, of which 45 sued Comair.

Subsequently, Comair filed a lawsuit against the Federal Aviation
Administration, alleging the FAA's negligence in having only one
air traffic controller on duty on Aug. 27, 2006.

                          About Delta Air

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

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

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


DELTA AIR: Drops Springfield-Cincinnati Route and Stewart Flights
-----------------------------------------------------------------
Effective Aug. 31, 2008, Delta Air Lines, Inc. will end its
three daily flights between Springfield and Cincinnati, according
to Cheapflights.com, quoting officials at Springfield-Branson
National Airport.

According to Springfield-Branson Airport spokesman Kent Boyd,
Delta said that that decision was made after careful review of
the passenger demand and where they are connecting to and from in
regards to the Springfield market place.

Delta may have tentative plans to add another daily flight
between Springfield and Atlanta in the future, Mr. Boyd told
Cheapflights.com.

Similarly, officials at the Stewart International Airport have
announced that Delta planned to cut back to three daily flights
to Atlanta from its current four, and to drop a second flight,
blaming rising fuel costs for the cutbacks, Recordonline.com
reports.

                          About Delta Air

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

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

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


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

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

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

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

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

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

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

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

                          About Delta Air

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

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

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


F&N CONSTRUCTION: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: F&N Construction, Inc.
        fka F&N Construction, LLC
        fka Grayjack Coal Corporation
        P.O. Box 330
        Bradley, WV 25818

Bankruptcy Case No.: 08-50215

Type of Business: The Debtor is a general building contractor.

Chapter 11 Petition Date: August 10, 2008

Court: Southern District of West Virginia (Beckley)

Debtor's Counsel: Michele Mansfield Tysiak
                  (mtysiak@baileyglasser.com)
                  Bailey & Glasser LLP
                  227 Capitol Street
                  Charleston, WV 25301
                  Telephone (304) 345-6555
                  Fax (304) 342-1110

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

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

Debtor's 12 Largest Unsecured Creditors:

     Entity                                 Claim Amount
     ------                                 ------------
     D. O'Brien/S. Harrington                    375,000
     8307 Cazavini Court
     Raleigh, NC 27613

     NovaGen Corp.                               200,000
     4660 La Jolla Village Drive,
     Suite 500
     San Diego, CA 92122

     P&A Engineers                               107,820
     PO Box 279
     Louisa, KY 41230

     Alan Susman & CO Davis                       50,000

     Bundy Auger                                  42,000

     John Grose                                   35,320

     Cedar Trucking                               31,000

     John Shelton                                 25,000

     REI Consultants                              16,809

     Central Testing                              12,000

     Marshall Miller & Associates                  7,709

     Land & Mapping Services                       2,600


FRANK WOODWORTH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Frank L. Woodworth, Inc.
        P.O. Box 95
        Pittsfield, ME 04967

Bankruptcy Case No.: 08-10797

Chapter 11 Petition Date: Aug. 8, 2008

Court: District of Maine (Bangor)

Debtor's Counsel: Thomas M. Brown, Esq.
                   (tbrown@eatonpeabody.com)
                  Eaton Peabody
                  P.O. Box 1210
                  Bangor, ME 04402-1210
                  Tel: (207) 947-0111

Total Assets: $2,931,927

Total Debts:  $2,153,093

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

            http://bankrupt.com/misc/meb08-10797.pdf


FTI CONSULTING: S&P Affirms 'BB' Rating; Outlook Positive
---------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Baltimore, Md.–based FTI Consulting Inc. to positive from
stable. All ratings, including the 'BB' corporate credit rating,
are affirmed.

The outlook revision is based on FTI's recent announcement of its
intention to sell a minority stake in its technology business
through an initial public offering. Sale proceeds from the
offering are expected to be between $600 million and $700 million,
which the company will use primarily to pay down debt.  Total debt
outstanding as of June 30, 2008, was $568 million.

On Aug. 6, 2008, FTI announced its intention to sell a minority
interest in its technology division in an initial public offering
(IPO). If the IPO is consummated, the company plans to distribute
the remaining interest of the technology division to FTI's
stockholders through a spin-off, split-off, or combination of
these transactions within 12 months after the completion of the
IPO. For the 12 months ended June 30, 2008, the technology
division accounts for roughly 17% of FTI's gross revenue and 24%
of total EBITDA. During the quarter, the technology segment
registered rapid revenue growth of 50% and EBITDA growth of 50%
from continued demand related to product liability cases. Despite
the loss of this highly profitable division, FTI would still have
four practice areas: forensics and litigation, corporate
finance/restructuring, economic consulting, and strategic
communications. Each segment contributes meaningfully to the
company's overall performance.

The 'BB' rating reflects FTI's dependence on highly mobile and
sought-after senior staff, high acquisition activity, and its
position in a competitive marketplace. Its modest business
diversity, solid growth rate, and discretionary cash flow
partially offset these factors. FTI's performance relies on a
group of managing directors with the expertise sought by clients.
The loss of any of these senior professionals could result in the
loss of some existing engagements and some smaller client
relationships. Although the company has been successful in
retaining senior professionals, this will remain a key rating
factor that S&P will continue to monitor.


GLOBAL EDGE: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Global Edge Trading, LLC
        3790 PARADISE RD #210
        LAS VEGAS, NV 89169

Bankruptcy Case No.: 08-18971

Type of Business: Software development.

Chapter 11 Petition Date: Aug. 11, 2008

Court: District of Nevada (Las Vegas)

Judge: Hon. Bruce A. Markell

Debtor's Counsel: Herbert Sachs, Esq.
                  819 South Sixth Street
                  Las Vegas, NV 89101
                  Tel: (702) 384-7999

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of Global Edge Trading, LLC's petition is available for
free at http://bankrupt.com/misc/nvb08-18971.pdf   


INERGY LP: Inks Deal to Acquire US Salt in Upstate New York
-----------------------------------------------------------
Inergy, L.P. said its wholly owned subsidiary, Inergy Midstream,
LLC, has executed a definitive agreement to purchase 100% of the
membership interests in US Salt, LLC, an industry-leading solution
mining and salt production company located in Schuyler County, New
York, between Inergy's Stagecoach and Steuben County natural gas
storage facilities. The transaction is expected to close within
the month, subject to customary closing conditions; and it is
expected to be immediately accretive to unitholders on a
distributable cash flow per unit basis.

US Salt is one of five major solution mined salt manufacturers in
the United States, producing and selling in excess of 300,000 tons
of salt each year. The US Salt operations are complementary and in
close proximity to Inergy's existing midstream energy storage
platform. The solution mining process used by US Salt creates salt
caverns that can be developed into usable natural gas storage
capacity. Inergy initially estimates that the acquisition provides
access to at least 10 Bcf of additional salt cavern storage
capacity which can be interconnected to its existing energy
storage platform.

Inergy expects to immediately begin developing approximately 5 Bcf
of available salt cavern capacity, after receiving necessary
regulatory approvals. The initial 5 Bcf of storage capacity is
expected to be operational in the fall of 2010.

"The acquisition of US Salt accomplishes a lot for our investors
on several fronts," said John Sherman, President and CEO of
Inergy. "First, the salt business is characterized by stable cash
flows and long-term growth potential; and it meets all of our
strict acquisition criteria. This transaction also provides us
with a long-term pipeline of high-return storage development
projects in the heart of the Northeast natural gas distribution
infrastructure. In addition, this transaction is yet another
example of the successful execution on our plan to build an
integrated natural gas storage and transportation hub in the
Northeast."

                         Salt Operations

US Salt produces food grade salt products, bulk salt for chemical
feedstock, and is a market leader in the manufacture of
pharmaceutical grade salt. The salt refining capacity is 70%
contracted under term agreements. In addition to the salt
production operations, Inergy also acquires usable salt cavern
capacity for the storage of natural gas, LPGs or other refined
products which is the natural by-product of the salt solution
mining process.

"One of the major hurdles with the development of salt cavern
storage in the Northeast is brine disposal. This acquisition
provides us a continuous means of brine disposal with limitless
expansion possibilities to our overall energy storage platform in
the Northeast," said Bill Moler, Senior Vice President of Inergy
Midstream. "The acquisition provides us with approximately 10 Bcf
of existing cavern space, and every new brine well that we drill
creates additional storage capacity."

                        Storage Expansion

Inergy has performed pressure tests on a significant sample of the
existing salt caverns to confirm the capability for energy storage
development. Inergy believes that it will have approximately 5.0
Bcf of initial storage capacity available for development after
receiving necessary regulatory approvals. Development of the
balance of the existing cavern capacity into storage services will
be subject to market demand and further due diligence. The caverns
are within close proximity to the Empire Connector Pipeline,
NYSEG's intrastate pipeline network, the Millennium Pipeline,
Inergy's previously discussed Thomas Corners project, and Teppco's
LPG pipeline and storage system. Inergy expects to immediately
market these facilities in an open season and continue to pursue
its strategy of creating an integrated Northeast gas storage hub.

US Salt's New York employee base and its sales and marketing
personnel will remain intact. Existing customers of US Salt should
expect the same outstanding service and product quality they
currently enjoy. The management team of US Salt will continue to
lead the company from the combined Kansas City offices of Inergy
and US Salt.

Upon completion of the acquisition of US Salt and Inergy's
subsequent capital investment for the development of the initial
5.0 Bcf of gas storage, Inergy expects the total invested capital
to be approximately $191 million. Inergy expects to generate
earnings before interest, taxes, depreciation, and amortization
(EBITDA) from the combined salt production and gas storage
operations of approximately $28.5 million on a run rate basis by
the end of fiscal year 2010. Inergy will fund the initial
acquisition of US Salt with a combination of borrowings from its
revolving credit facility and Inergy, L.P. common units issued
directly to the seller.

                   About Inergy Midstream, LLC

Inergy Midstream is a wholly owned subsidiary of Inergy L.P. and
is headquartered in Kansas City, Missouri. The Company owns and
operates Central New York Oil And Gas Company, LLC's Stagecoach
natural gas storage facility with 26.35 Bcf of working gas
capacity; the Bath LPG Storage facility, a 1.5 million barrel
underground salt cavern liquid petroleum gas storage facility; and
Arlington Storage Company which includes Thomas Corners, a planned
7 Bcf natural gas storage facility currently being developed and a
controlling interest in Steuben Gas Storage Company, a 6.2 Bcf
natural gas storage facility.

           About Inergy, L.P. and Inergy Holdings, L.P.

Inergy, L.P. (NASDAQ:NRGY) with headquarters in Kansas City, Mo.,
is among the fastest growing master limited partnerships in the
country. The Company's operations include the retail marketing,
sale, and distribution of propane to residential, commercial,
industrial, and agricultural customers. Today, Inergy serves
approximately 700,000 retail customers from over 300 customer
service centers throughout the eastern half of the United States.
The Company also operates a natural gas storage business and a
supply logistics, transportation, and wholesale marketing business
that serves independent dealers and multi-state marketers in the
United States and Canada.

Inergy Holdings, L.P.'s assets consist of its ownership interest
in Inergy, L.P., including limited partnership interests,
ownership of the general partners, and the incentive distribution
rights.


INERGY LP: US Salt Bid Cues S&P to Put BB- Ratings on Watch Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Inergy
L.P., including its 'BB-' corporate credit rating, and its ratings
on Inergy Finance Corp. on CreditWatch with negative implications.
The CreditWatch placement follows the company's announced
agreement to acquire solution mining and salt production company
U.S. Salt LLC.

"While Inergy's storage and midstream energy segments may realize
some synergies from the U.S. Salt acquisition, the CreditWatch
placement reflects the potential that the acquisition could weaken
credit-protection measures to levels below those appropriate for
the current rating and imply a higher risk tolerance than
previously incorporated into the current rating," said Standard &
Poor's credit analyst Michael Grande.

S&P expects to resolve the CreditWatch before the end of third-
quarter 2008.

The rating on Inergy reflects the partnership's weak business risk
profile and aggressive financial profile. Rating concerns include
the master limited partnership (MLP) structure, an aggressive
growth strategy, and exposure to weather, seasonal demand
patterns, and changing commodity prices. These concerns are only
partially offset by the propane segment's favorable operating
characteristics, which include a high percentage of residential
customers in attractive markets, and Inergy's natural gas storage
operations that provide more stable cash flows.

In resolving the CreditWatch listing, S&P expects to meet with
management and assess its consolidated risk profile, including the
U.S. Salt operations. S&P's review will also incorporate the
company's financing plans for the acquisition and potential
integration risks.


INTERMET CORP: Files for Chapter 11 Bankruptcy in Delaware
----------------------------------------------------------
Intermet Corp. and 19 of its affiliates filed voluntary petitions
under Chapter 11 of the Bankruptcy Code before the United States
Bankruptcy Court for the District of Delaware, citing low demand
for trucks and sport-utility vehicles due to high fuel costs,
Bloomberg News reports.

According to Bloomberg, the company listed assets of between
$50 million and $100 million, and debts of between $100 million
and $500 million.  The company owes at least $8.6 million to
unsecured creditors, the report says.

"The downturn in the U.S. auto market has caused a
significant decline in the demand for component parts," Bloomberg
quoted William H. Whalen, the company's chief financial officer,
as saying.  "The ferrous segment, which accounts for about 60
percent of Intermet's revenue, is strongly dependent upon the
sharply declining truck and SUV markets."

Interment, the report notes, joins other auto-parts makers
including Lexington Precision Corp., Diamond Glass Inc. Plastech
Engineered Products Inc., Progressive Molded Products Inc. and
Blue Water Automotive, which filed for Chapter 11 bankruptcy due
to rising costs and slowdown in demand.

The company's largest customers include Chrysler LLC, Ford
Motor Co., Delphi Corp., Honda of America Manufacturing Inc. and
Toyota Motor Manufacturing North America, the report says.

This is the company's second time to file for bankruptcy in four
years, Bloomberg notes.

                       About Interment Corp.

Headquartered in Fort Worth, Texas, Intermet Corp. --
http://www.intermet.com/-- designs and manufactures machine
precision iron and aluminum castings for the automotive and
industrial markets.  The company has 12 manufacturing plants in
the United States and it has at least 1,700 employees.

As reported in the Troubled Company Reporter on Oct. 4, 2004,
Intermet Corporation and 17 of its affiliates filed for Chapter 11
protection on Sept. 29, 2004 (Bankr. E.D. Mich. Case No.04-67597).  
The company's European operations were not included in the Chapter
11 filing.  Foley & Lardner LLP represented the Debtors in their
restructuring efforts.  When the Debtors filed for protection
against their creditors, they listed total assets of $735,821,000
and total debts of $592,816,000.

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Intermet emerged from bankruptcy court protection.  In connection
with the emergence, the company entered into a $285 million credit
facility with Goldman, Sachs & Co., as lead arranger.


INTERMET CORPORATION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Intermet Corporation
             301 Commerce Street, Suite 2901
             Fort Worth, TX 76102

Bankruptcy Case No.: 08-11859

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Alexander City Castin Company, Inc.                08-11860
Cast-Matic, LLC                                    08-11861
Columbus Foundry, L.P.                             08-11862
Diversified Diemakers, LLC                         08-11863
Ferrous Metals Group, LLC                          08-11864
Ganton Technologies, LLC                           08-11865
Intermet Holding Company                           08-11866
Intermet Illinois, Inc.                            08-11868
Intermet International, Inc                        08-11869
Intermet U.S. Holding, Inc.                        08-11870
Ironton Iron, Inc.                                 08-11871
Light Metals Group, LLC                            08-11872
Lynchburg Foundry, LLC                             08-11873
Northern Castings, LLC                             08-11874
SUDM, Inc.                                         08-11875
Tool Products, LLC                                 08-11876
Wagner Castings Company                            08-11877

Type of Business: The Debtors design and manufacture machine
                  precision iron and aluminum castings for
the              
                  automotive and industrial markets.
                  See: http://www.intermet.com/

Chapter 11 Petition Date: Aug. 12, 2008

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: James E. O'Neill, Esq.
                   (jo'neill@pszyj.com)
                  Laura Davis Jones, Esq.
                   (ljones@pszjlaw.com)
                  Timothy P. Cairns, Esq.
                   (tcairns@pszyjw.com)
                  Pachulski Stang Ziehl & Jones LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Estimated Assets: $50 million to $100 million

Estimated Debts:  $100 million to $500 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ominsource                     trade                 $4,454,044
Attn: Marlene E. Sloat
23679 Network Place
Chicago, IL 60673
Tel: (260) 423-8542

Spectro Alloys Corp.           trade                 $997,236
Attn: Don Woessner
P.O. Box 90295
Chicago, IL 60696
Tel: (651) 437-2815

Alcoa Inc.                     trade                 $477,072
Attn: Greg Heroux
Riverview Tower, Ste. 1100
900 South Gay Street
Knoxville, TN 37902
Tel: (865) 594-4895

Georgia Power                  trade                 $306,804
Attn: Accounts Receivable
      Georgia Power
68 Annex
Atlanta, GA 30368
Tel: (888) 655-5888

Treasurer, City of             trade                 $304,327
Radford
Attn: Janet H. Jones
Radford, VA 24141
Tel: (540) 731-3601

American Iron                  trade                 $259,394
Attn: Paula Wagner
2800 Pacific Street North
Minneapolis, MN 55411
Tel: (612) 529-9221

Behr Iron & Steel              trade                 $241,340

Industrial Supply Corp.        trade                 $205,824

American Colloid Co.           trade                 $163,471

Aleris International Inc.      trade                 $162,725

City of Monroe City            trade                 $134,555

ACE American Insurance         trade                 $123,701

Eastern Alloys Inc.            trade                 $120,973

Trans-Man Logistics, Inc.      trade                 $102,599

Hartman Leito & Bolt LLP       trade                 $100,380

Alliance Steel Service Co.     trade                 $94,389

Arrow Cryogenics               trade                 $82,228

Blue Cross Blue Shield         trade                 $79,828

Larpen Metallurgical           trade                 $76,500
Service
                       

JAMES BAUR: Case Summary & Six Largest Unsecured Creditors
----------------------------------------------------------
Debtor: James A. Baur
         aka Jim Baur
         aka James Alan Baur
        Michelle Ball Baur
         aka Karen Michelle Ball
        920 1st Street
        Neptune Beach, FL 32266

Bankruptcy Case No.: 08-04752

Chapter 11 Petition Date: Aug. 11, 2008

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Albert H. Mickler, Esq., and
                  Bryan K. Mickler, Esq.
                   (court@planlaw.com)
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  http://planlaw.com/

Total Assets: $653,740

Total Debts:  $1,035,913

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

            http://bankrupt.com/misc/flmb08-04752.pdf


JDA SOFTWARE: S&P Puts 'B+' Corp. Credit Rating on Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Scottsdale, Ariz.-based JDA Software Group Inc.
on CreditWatch with positive implications. The 'BB-' issue-level
rating on the company's secured loan, as well as the recovery
rating of '2' on this debt, indicating the expectation for
substantial (70% to 90%) recovery in the event of a payment
default, was affirmed.

The CreditWatch listing follows the announced acquisition of
unrated Dallas, Texas-based I2 Technologies Inc. for a net
purchase price of $346 million. JDA's secured debt is expected to
be refinanced at closing.

The combination adds discrete manufacturing to JDA's product
offerings and complements its process manufacturing, retail, and
transportation management presence. Pro forma revenues will grow
to about $635 million (from $378 million for the trailing-12-month
period), with recurring annual service and subscription fees
comprising about $300 million of that amount. To finance the
transaction, JDA received commitments for up to $450 million of
debt financing, including $425 million in term loans and a $25
million revolving credit facility, which will be used to replace
the company's existing debt.

"Although pro forma debt to EBITDA will rise to the 4.0x area
(including operating leases and preferred stock) from 1.5x, the
acquisition provides additional scale and should help JDA realize
cost synergies through higher utilization and rationalization of
the combined sales, product development, and service
organizations," said Standard & Poor's credit analyst Phil
Schrank. "In addition, we expect acquisitions to be modest over
the near term, as JDA's focus will be on reducing acquisition-
related debt. Incorporated into the CreditWatch listing is our
belief that the company will maintain a financial policy of
managing its total debt to EBITDA at less than 4.0x over the
intermediate term, including debt incurred for opportunistic
acquisitions."

Standard & Poor's will meet with management to review JDA's
integration plan and business and financial strategies, as well as
assess the sustainability of its current operating trends, prior
to resolving the CreditWatch listing.


LANDSOURCE COMMUNITIES: Ex-Governer Davis to Provide Legal Advice
-----------------------------------------------------------------
Former California Gov. Gray Davis said his firm, Loeb & Loeb LLP,
has been retained by LandSource Communities Development LLC to
provide strategic legal advice.

Loeb & Loeb will meet with various homeowners, civic and
governmental entities and seek a resolution of potential
objections regarding the Newhall Ranch Development project.

Loeb & Loeb, according to Mr. Davis, previously provided
prepetition services to the Debtors and is owed $32,665.  
According to Santa Clarita, California-based paper, The Signal,
the firm was retained by LandSource for accounting and legal
services in November 2006.

Mr. Davis, according to reports, served as governor of California
from 1999 to 2003.  He joined Los Angeles-based Loeb after losing
in the election to actor Arnold Schwarzenegger.

                   About LandSource Communities

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

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

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

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


LEVITT AND SONS: Wachovia, et al. Balk at Disclosure Statement
--------------------------------------------------------------
Before the Proponents of the Reorganization Plan of Levitt and
Sons LLC and its debtor-affiliates filed a liquidation analysis
and a copy of the Woodbridge Settlement to the U.S. Bankruptcy
Court for the Southern District of Florida, a number of banks and
homeowner associations delivered to the Court their objections to
the Disclosure Statement filed by the Debtors and the Official
Committee of Unsecured Creditors.

These entities include:

   1. Regions Bank;
   2. Wachovia Bank, National Association;
   3. Donald F. Walton, as United States Trustee for Region 21;
   4. Bank of America, N.A.;
   5. The Cascades at River Hall Residents' Association, Inc.;
   6. Cascade Lakes Residents Association, Inc.;
   7. Cascades at Estero Residents' Association, Inc.;
   8. Cascades at St. Lucie West Residents' Association;
   9. Chicago Title Insurance Company; and
  10. The Home Purchase Deposit Creditors Deposit Holders
      Committee.

Soneet R. Kapila, as chief administrator of the Wachovia Debtors,
joined in Wachovia Bank's objection.

In separate filings, the Objectors argued that the Disclosure
Statement failed to provide adequate information, which would
allow a claim holder to make an informed judgment about the Plan.

The Objectors thus ask the Court to deny approval of the
Disclosure Statement.

The Objectors are concerned that:

   (a) The Disclosure Statement does not contain adequate
       information regarding the Debtors' assets, or any asset
       analysis.  Among other things, the Debtors that own or
       have an interest in the Assets are not disclosed, and
       there is no description or information regarding what the
       Debtors anticipate the "Property on the Confirmation Date"
       will be, the Objectors pointed out.

   (b) The Disclosure Statement does not contain adequate
       information regarding claims against the Debtors or any
       claims analysis.  An estimate of the total claims against
       all Debtors is not adequate, the Objectors contended.
       Among other things, the Disclosure Statement does not
       contain any information regarding administrative expenses
       that have been incurred or an estimate of administrative
       claims that will be incurred through confirmation of the
       Plan, nor any information regarding priority claims.

   (c) The Disclosure Statement does not contain any liquidation
       analysis.

   (d) The Disclosure Statement does not contain adequate
       information regarding the Plan Administrator.  The Plan
       only names James S. Feltman as the Plan Administrator.  No
       other information is provided in the Disclosure Statement.

   (e) The Disclosure Statement does not contain adequate
       information regarding the factual bases for the
       substantive consolidation of the Debtors or the effect of
       the substantive consolidation.  Among other things, the
       benefits to be achieved or the harms to be avoided by the
       substantive consolidation are not identified, and the
       Disclosure Statement does not provide adequate information
       concerning the distribution of the $3,000,000 "Guaranteed
       Amount."

   (f) The Disclosure Statement does not contain adequate
       information regarding the release to be provided and the
       injunction to be issued.  Among other things, certain
       provisions should be revised to clarify that the release
       does not include prepetition acts or omissions of the
       Debtors' officers and directors, and that actions against
       non-debtors or assets that are not Post-Confirmation
       Debtor Assets are not enjoined.  The Plan and Disclosure
       Statement should also be revised to clarify whether the
       releasing parties -- Holders of Claims or Equity Interests
       -- are limited to creditors who have filed proofs of claim
       and will receive distributions on their allowed claims, or
       whether these terms encompass all potential claimants.

   (g) The Disclosure Statement lacks adequate information on the
       Woodbridge Settlement.  A copy of the settlement is not
       attached to the Disclosure Statement, according to the
       Objectors.  Among other things, the Disclosure Statement
       fails to disclose in detail the nature of either the
       Debtors' claims against Woodbridge or Woodbridge's claims
       against the Debtors.  It also does not provide information
       as to why the Plan Proponents believe a third-party
       release is appropriate under the circumstances.

   (h) Any language regarding indemnification for professional,
       including post-confirmation professional in the Plan and
       Disclosure Statement should be stricken as inappropriate.
       There is no basis to provide that protection.

Wachovia Bank relates that it has certain claims and causes of
action against Woodbridge Holdings Corporation, formerly Levitt
Corporation, and will likely object to any release or injunction
of its claims against Woodbridge through the settlement.

The U.S. Trustee points out that the Debtors are liquidating and
there has been no authority cited for the proposition of granting
third-party releases in a liquidating case.

The Depositors Committee also seeks the appointment of a Deposit
Holders Administrator to act as the estate representative for
Depositors in their pursuit of claims against the Florida
Construction Recovery Fund, and potentially against third
parties.

Ami Haley and Nancy Wells, and Robert and Linda Steil also oppose
approval of the Disclosure Statement.  The Steils seek the refund
of certain taxes on a home they purchased from the Debtors.  
Msses. Haley and Wells relate that they have a pending litigation
against the Debtors.  However, they note, the Disclosure
Statement failed to list Levitt & Sons, LLC and Levitt
Construction East, LLC, as being affected by the pending
Haley/Wells litigation.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a Chapter 11 joint plan of liquidation.  
(Levitt and Sons Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or    
215/945-7000)


LEVITT AND SONS: Wants to Hire Moecker Auctions as Auctioneer
-------------------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of Florida to
employ Moecker Auctions, Inc., as their auctioneer.

The Debtors own certain computers and related equipment located
at their corporate office at 2200 West Cypress Creek Road, in
Lauderdale, Florida.  The Debtors are scheduled to vacate their
corporate headquarters in the near future and has no need to
maintain the Computer Equipment, Leslie Gern Cloyd, Esq., at
Berger Singerman, P.A., in Miami, Florida, relates.

The Debtors previously obtained the Court's approval to sell the
Computer Equipment.  They now seek the retention of an auctioneer
to facilitate an auction of the equipment.

According to Ms. Cloyd, Moecker is licensed and bonded as an
auctioneer and is authorized to conduct auctions in the State of
Florida, pursuant to Section 468.381 et seq. of the Florida
Statutes.  The firm has posted an annual blanket bond of
$1,000,000, which is an amount greater than the expected revenues
from the auction, she says.

Pursuant to the terms of the retention agreement with the
Debtors, Moecker will be paid based on a customary buyers'
premium of 15%, to be paid at the sale by each individual buyer.  
Moecker will not seek any commissions from the estate, Ms. Cloyd
informs the Court.  The Debtors will also reimburse the firm for
its out-of-pocket costs for advertising, marketing and conducting
the auction, which are estimated to be total $5,600.

Upon completion of the auction, Moecker will file a report
summarizing the results of the auction and stating the firm's
fees and expenses.  The report will be served on the United
States Trustee, the Debtors, counsel to the Official Committee of
Unsecured Creditors and any other interested party requesting a
copy of the report.  

Relevant fees and expenses will be paid to Moecker without the
necessity of further notice or hearing unless a party-in-interest
files an objection within 10 days from the filing of the Auction
Report.

Eric Rubin, an officer of Moecker, assures the Court that neither
his firm nor any of its officers or directors have any connection
with the Debtors, their estates or the U.S. Trustee.  Moecker is
a disinterested person, within the meaning of Section 327(a) of
the U.S. Bankruptcy Code, he asserts.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a Chapter 11 joint plan of liquidation.  
(Levitt and Sons Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or    
215/945-7000)


LSP BATESVILLE: S&P Cuts Senior Secured Bonds Ratings to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered the rating on LSP
Batesville Funding Corp.'s $150 million of senior secured bonds
and $176 million of senior secured bonds to 'B' from 'B+'. In
addition, Standard & Poor's assigned '3' recovery ratings to the
bonds, indicating expectation of meaningful recovery (50%-70%) in
the event of default. The outlook is stable.

The downgrade follows sustained financial performance below
expectations (resulting from forced outages on two of the
project's three combined-cycle units) and continued pressures on
revenues from the legacy effect of the steam turbine outage on
Unit 2 in August 2007. Under the power purchase agreement with J.
Aron, contract availability is determined on a 12-month rolling
average. As a result of the August outage, the monthly contract
availability for Unit 2 has averaged 81.6% year to date through
the second quarter (though there were only three forced outage
hours for the entire facility during the quarter). The low
contract availability has had a continued negative effect on
revenues that are expected to decrease over the next four months
and roll off in December 2008. Increased legal fees, maintenance
costs associated with the outage, and continued lower payments
from J. Aron  due to the call option buyback (under the PPA) on
the its portion of the facility have all combined to pressure
margins further. Debt service coverage as calculated by Standard &
Poor's (operating revenues less operating costs over cash interest
and principal payments) was 0.42x for the trailing 12 months as of
the first quarter (vs. 0.56x for 2007). The six-month debt service
reserve remains fully funded.

Though many of these credit negative events are conceivably one-
time events, S&P believes the credit quality of the plant has
deteriorated as operational issues have persisted over a sustained
period of time. Looking forward, the plant is expected to
experience an improvement in revenues as the effects of the Unit 2
outage roll off. However, contributions to the major maintenance
reserve in anticipation of payments owed Siemens under the long
term parts (LTP) agreement, combined with the ongoing effect of
the call option repurchase, are expected to keep coverage ratios
between 1.02x and 1.05x through 2013. If the plant experiences
additional outages, coverage ratios could deteriorate further.

The project has mitigated maintenance costs somewhat through the
LTP agreement with Siemens, and coverage ratios are expected to be
low (1.02x-1.05x) but stable over the next five years. If
continued operational problems result in additional forced outage
penalties, foregone revenues, or higher operating costs, S&P could
downgrade the rating. During the fully contracted period for the
project (through 2013), upside potential is limited.


L&M PRESSWORKS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: L&M Pressworks, LLC
        1187 E. 68th Avenue
        Denver, CO 80229

Bankruptcy Case No.: 08-21966

Type of Business: The Debtor provides printing and marketing
                  services.
                  See: http://www.lmpressworks.com/

Chapter 11 Petition Date: Aug. 11, 2008

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey Weinman, Esq.
                   (jweinman@epitrustee.com)
                  William A. Richey, Esq.
                   (lkraai@weinmanpc.com)
                  Weinman Associates P.C.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: (303) 572-1010

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

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

            http://bankrupt.com/misc/cob08-21966.pdf

                       
MAXXAM INC: June 30 Balance Sheet Upside-Down by $306.3 Million
---------------------------------------------------------------
MAXXAM Inc.'s consolidated balance sheet at June 30, 2008, showed
$469.8 million in total assets and $776.1 million in total
liabilities, resulting in a $306.3 million stockholders' deficit.

The company reported a net loss of $12.7 million on sales of
$23.3 million for the second quarter ended June 30, 2008, compared
to a net loss of $6.7 million on sales of $23.3 million for the
same period a year ago.  

The company's results for the three and six months ended June 30,
2008, were negatively impacted by a slowdown in the real estate
markets in which the company operates and impairment charges
related to its investment portfolio resulting from issues in
global credit and capital markets.

Included in net losses for the second quarter of 2008 is a
$3.7 million impairment charge related to the company's investment
portfolio and a $3.4 million benefit related to stock-based
compensation resulting from fluctuations in the market price of
the company's common stock.

For the first six months of 2008, MAXXAM reported a net loss of
$26.6 million, compared to a net loss of $19.0 million for the
same period of 2007.  Sales for the first six months of 2008 were
$45.0 million, compared to $52.0 million for the first six months
of 2007, reflecting a downturn in the real estate market.   The
company's net loss for the six months ended June 30, 2008, also
reflects an aggregate $5.5 million impairment charge related
primarily to the company's investments in auction rate securities.

                      Real Estate Operations

Total real estate sales operating results declined for the three
months and six months ended June 30, 2008, as compared to the same
periods in 2007, primarily due to a reduction in lot sales at the
company's Fountain Hills project and an increase in the deferral
of revenues at its Mirada project.  The reduction of lot sales at
Fountain Hills is due primarily to decreased demand and increased
foreclosure rates, which increased the number of available
properties on the market, in the greater Phoenix area, and the
current credit crisis affecting the entire United States.  As lots
at Mirada are substantially sold out, the company does not
anticipate receiving significant future revenues from the
property.  Resort operations at the company's Palmas development
were negatively impacted by a general economic recession in Puerto
Rico.  Investment, interest and other income reflects an
impairment charge related to investments in auction rate
securities and lower earnings from the company's real estate joint
ventures.

                        Racing Operations

Net sales increased slightly for the company's racing operations
in the second quarter of 2008 as declines in wagering revenues
were offset by increased revenues resulting from the expanded
summer concert series at Sam Houston Race Park.  Operating losses
of $2.7 million for the second quarter of 2008 increased from
$1.8 million in the prior year period, principally due to
increased operating expenses related to the expanded summer
concert series at Sam Houston Race Park.

                       Corporate and Other

The corporate segment's operating losses represent general and
administrative expenses that are not specifically attributable to
the company's operating segments.  The corporate segment's
operating losses improved $1.8 million in the second quarter of
2008, as compared to the prior year period, primarily due to
changes in stock-based compensation expense resulting from
fluctuations in the market price of the company's common stock.

Consolidated investment, interest and other income was a loss of
$3.8 million in the second quarter of 2008, as compared to income
of $1.2 million in the prior year period, primarily due to
impairment charges of $5.5 million related to other than temporary
declines in the value of the Company’s investment portfolio.

                  Reorganization Proceedings of
             Palco and its Wholly Owned Subsidiaries

The Pacific Lumber Company (Palco) Palco and its five wholly owned
subsidiaries, including Scotia Pacific Company LLC (Scopac),
filed in January 2007separate voluntary petitions in the United
States Bankruptcy Court for the Southern District of Texas for
reorganization under Chapter 11 of the Bankruptcy Code.  

On July 8, 2008, the Court confirmed the MRC/Marathon Plan, a plan
of reorganization that had been filed by Palco's principal
creditor and a third party.   Following further bankruptcy and
appellate court proceedings, the MRC/Marathon Plan was consummated
on July 30, 2008.  Under the MRC/Marathon Plan, the debtor
companies were reorganized and continued under two new companies,
with substantial cash payments being made to all of the creditor
classes other than Palco's principal creditor.  The consummation
of the MRC/Marathon Plan resulted in the loss entirely of the
company's indirect equity interest in Palco and its subsidiaries,
including Scopac.  The company received cash consideration of
$3.5 million at the time the MRC/Marathon Plan was consummated.

Various parties have filed an appeal of the confirmation order
with the Fifth Circuit Court of Appeals.  It is possible that the
MRC/Marathon Plan could be overturned and unwound as a result of
the pending appeal.  Were that to occur, thecCompany would be
required to return $2.25 million of the cash consideration
referred to above and the assumption of the Palco pension plan by
the reorganized entity would no longer be effective.

The company will reevaluate the accounting treatment of its
investment in the Debtors in the third quarter of 2008.  The
company expects it will reverse all or a portion (depending on the
status of the appeal) of its investment in the Debtors, including
the related tax effects, in the third quarter of 2008.

                          Other Matters

In March 2008, the company purchased 687,480 shares of its common
stock from two affiliated institutional holders in a privately
negotiated transaction for an aggregate cost of $20.1 million.

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?309b

                        About MAXXAM Inc.

Headquartered in Houston, MAXXAM Inc. (AMEX: MXM) is a publicly-
traded company, with business interests in three industries:
forest products, real estate investment and development and racing
operations.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 9, 2008,
Deloitte & Touche LLP, in Houston, expressed substantial doubt
about MAXXAM Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  

The company's two operating segments incurred operating losses in
2007 and in the first six months of 2008.  In addition, the
company also has material uncertainties as a result of the
bankruptcy cases.  


MEDIACOM COMMS: June 30 Balance Sheet Upside-Down by $282.8MM
-------------------------------------------------------------
Mediacom Communications Corp. disclosed Thursday its financial
results for the three and six months ended June 30, 2008.

At June 30, 2008, the company's consolidated balance sheet showed
$3.66 billion in total assets and $3.94 billion in total
liabilities, resulting in a $282.8 million stockholders' deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $145.0 million in total current
assets available to pay $440.4 million in total current
liabilities.

The company reported net income of $20.9 million for the three
months ended June 30, 2008, compared to a net loss of $6.6 million
for the prior year period.

Revenues rose 7.6% to $349.5 million, largely attributable to
growth in high-speed data and phone customers and an increase in
video revenues.  Revenue generating units grew 8.0%, and average
total monthly revenue per RGU was flat year-over-year.

Adjusted operating income before depreciation and amortization
(Adjusted OIBDA) increased 9.1% to $130.1 million, due to growth
in HSD, phone and video revenues, offset in part by higher service
costs and selling, general and administrative expenses.

Operating income grew 13.7% to $69.3 million, due to the increase
in Adjusted OIBDA, offset in part by higher depreciation and
amortization.

"We delivered another quarter of solid results despite a flat
advertising sales market" said Rocco B. Commisso, Mediacom's
chairman and chief executive officer.  "Our RGU growth was a
record for any second quarter in the company's history, due in
part to the lowest basic subscriber loss for any comparable period
since 2001.  Given our performance thus far, together with our
outlook for the balance of 2008, we feel comfortable raising
external guidance for the second time this year.

"This year we stepped up the capital investments in our network
and delivery systems, not only to enrich the customer experience,
but to maintain our competitive edge and capitalize on the
opportunities of the digital transition.  Fortunately, against the
backdrop of difficult conditions in the credit markets, we are
well-positioned financially to invest in our future, with more
than $900.0 million of available lines of credit, and having
achieved the lowest balance sheet leverage in seven years,"
concluded Mr. Commisso.

Video revenues grew 2.3% from the second quarter of 2007, largely
due to basic video rate increases and customer growth in the
company's advanced video products and services, partially offset
by a lower number of basic subscribers.  During the quarter, the
Ccmpany lost 5,000 basic subscribers, compared to a reduction of
18,000 for the same period last year.

During the quarter, digital customers grew by 15,000, compared to
an increase of 2,000 in the prior year period, ending the quarter
with 599,000 customers, or 45.3% penetration of basic subscribers.
As of June 30, 2008, 32.2% of digital customers were taking DVR
and/or HDTV services, up from 26.5% at the end of the prior year
period.

High-speed data revenues rose 15.4%, primarily due to a 14.5%
year-over-year increase in unit growth.  During the quarter, high-
speed data customers grew by 14,000, as compared to a gain of
13,000 in the prior year period, ending the quarter with 702,000
customers, or 24.7% penetration of estimated homes passed.

Phone revenues grew 67.1%, mainly due to a 54.2% year-over-year
increase in unit growth.  During the quarter, phone customers grew
by 18,000, compared to a gain of 21,000 in the prior year period,
ending the quarter with 222,000 customers, or 8.6% penetration of
estimated marketable phone homes.  As of June 30, 2008, Mediacom
Phone was marketed to 91% of the company's 2.84 million estimated
homes passed.

Advertising revenues were essentially flat year-over-year, largely
as a result of an increase in local advertising, offset by a
decrease in national advertising.

Total operating costs grew 6.8%, primarily due to increases in
programming unit costs and expenses related to the corresponding
growth in the company's phone customers, offset in part by a
reduction in high-speed data delivery costs.

                          Free Cash Flow

Free cash flow was a positive $12.6 million for the six months
ended June 30, 2008, as compared to a negative $4.2 million in the
prior year period.

                      Financing Transactions

On May 29, 2008, the company entered into an incremental credit
facility agreement that provides for a new term loan in the
principal amount of $350.0 million.  Approximately $335.0 million
of the proceeds from the new term loan were used to repay the
outstanding balance of the revolving credit portion of an existing
credit facility, without any reduction in the revolving credit
commitments.  The balance of the proceeds from the new term loan
was used for general corporate purposes.

Borrowings under this new term loan bear interest at a floating
rate or rates equal to LIBOR or the prime rate, plus a margin of
3.50% for LIBOR loans and a margin of 2.50% for prime rate loans.
For the first four years of the new term loan, LIBOR and the prime
rate applicable to the new term loan are subject to a minimum of
3.00% in the case of LIBOR and a minimum of 4.00% in the case of
the prime rate.  The new term loan matures on Jan. 3, 2016.

                        Financial Position

At June 30, 2008, the company had total debt outstanding of
$3.25 billion, an increase of $34.0 million from year-end 2007.  
As of the same date, the company had unused credit facilities of
$903.0 million, all of which could be borrowed and used for
general corporate purposes based on the terms and conditions of
the company's debt arrangements.  As of Aug. 7, 2008, about 68.5%
of the company's total debt was at fixed interest rates or subject
to interest rate protection.

              Stock Repurchase Program and Activity

During the six months ended June 30, 2008, the company repurchased
approximately 4.8 million shares of its Class A Common Stock for
an aggregate cost of $22.4 million.  At June 30, 2008, the company
had approximately 94.6 million shares of Class A and Class B
common stock outstanding, and $47.6 million was available under
the company's stock repurchase program.

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?30a9

                  About Mediacom Communications

Based in Middletown, New York, Mediacom Communications Corporation
(Nasdaq: MCCC) -- http://www.mediacomcc.com/-- is a cable     
television company focused on serving the smaller cities and towns
in the United States.  The company offers a wide array of
broadband products and services, including traditional video
services, digital television, video-on-demand, digital video
recorders, high-definition television, high-speed Internet access
and phone service.

                          *     *     *

As disclosed in the Troubled Company Reporter on June 3, 2008,
Fitch Ratings affirmed the 'B' Issuer Default Rating for
Mediacom Communications Corporation and its wholly owned
subsidiaries Mediacom LLC and Mediacom Broadband LLC.  In addition
Fitch assigned a 'BB/RR1' rating to Mediacom Broadband LLC's
$300 million incremental term loan E.  Lastly, Fitch has upgraded
Mediacom LLC's senior unsecured debt to 'B-/RR5' from 'CCC+/RR6'.  
Approximately $3.2 billion of debt as of March 31, 2008 is
affected.  The Rating Outlook for all of Mediacom's ratings is
Stable.

As reported in the Troubled Company Reporter on March 6, 2008,
Moody's Investors Service affirmed its 'B1' corporate family
rating for Mediacom Communications Corp..  The rating outlook
remains stable.


MEDICURE INC: Continues to Explore Ways to Strengthen Finances
--------------------------------------------------------------
Medicure Inc., a cardiovascular-focused biopharmaceutical company,
provided an update on its cash position and commercial operations.

As a result of the ongoing restructuring and numerous cost
containment endeavors, the Company now expects its cash position
will be sufficient to fund operations to the end of calendar 2008.
The Company is currently exploring further alternatives for
strengthening its financial position.

"I am pleased that the Company has been able to reduce its
expenses while still preserving and seeing some positive signs in
its AGGRASTAT business," commented Medicure's President and CEO,
Albert D. Friesen, PhD. "Although we have dramatically reduced our
clinical and R&D headcount we have retained a strong core team of
people with the capabilities to pursue preclinical and clinical
development opportunities involving new potential applications of
MC-1, both cardiovascular and non-cardiovascular, and our
portfolio of novel antithrombotic small molecules."

                        About Medicure Inc.

Medicure Inc is a biopharmaceutical company focused on the
research, development and commercialization of novel compounds to
treat cardiovascular disorders. Cardiovascular medicine represents
the largest pharmaceutical sector, with annual global sales of
over US $70 billion. Medicure aims to make a global impact on
cardiovascular disease and stroke by reducing deaths, improving
the quality of life and serving the unmet needs of people who
suffer from cardiovascular disease and stroke.

The company incurred recurring losses in four consecutive
quarters: (i) CDN$16.94 million net loss in quarter ended Nov. 30,
2007; (ii) CDN$15.08 million net loss in quarter ended Aug. 31,
2007; (iii) CDN$13.99 million net loss in quarter ended May 31,
2008; and CDN$8.36 million net loss in quarter ended Feb. 28,
2007.

Medicure Inc.'s consolidated balance sheet at Feb. 29, 2008,
showed C$39,801,126 in total assets and C$43,708,690 in total
liabilities, resulting in a C$3,907,564 total stockholders'
deficit.

                       Going Concern Doubt

The company believes existing conditions raise substantial doubt
about its ability to continue as a going concern.  The company has
experienced operating losses and cash outflows from operations
since incorporation, and has accumulated a deficit of
C$132,528,447 as at Feb. 29, 2008.  

In addition the company announced in March 2008 that it will
undergo significant corporate restructuring stemming from the
unfavourable results of the Phase 3 MEND-CABG II trial.  This
restructuring includes the significant reduction in numbers of
staff and in resources allocated to certain programs.  

Based on the company's operating plan, its existing working
capital is not sufficient to meet the cash requirements to fund
the company's currently planned operating expenses, capital
requirements, working capital requirements and long-term debt
obligations through the first quarter of fiscal 2009 without
additional sources of cash or deferral, reduction or elimination
of significant planned expenditures.  


MERRILL LYNCH TRUST: S&P Affirms BB, B Ratings on Five Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 26
classes of commercial mortgage pass-through certificates from
Merrill Lynch Mortgage Trust 2005-CKI1.

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

As of the July 14, 2008, remittance report, the collateral pool
consisted of 169 loans with an aggregate trust balance of $3.018
billion, compared with 169 loans totaling $3.074 billion at
issuance. The master servicer, KeyCorp Real Estate Capital Markets
Inc., reported financial information for 99.7% of the pool.
Ninety-two percent of the servicer-provided information was full-
year 2007 data. Excluding the defeased loans ($96.8 million,
3.2%), Standard & Poor's calculated a weighted average debt
service coverage (DSC) of 1.89x for the pool, up from 1.63x at
issuance. There are seven loans (2%) with reported DSCs lower than
1.0x. These loans are secured by retail, office, and multifamily
properties with an average balance of $10.4 million. Of the seven
loans with reported DSCs less than 1.0x, four have mitigating
factors that offset the low coverage, and we stressed the
remaining three loans in our analysis. None of the loans in the
pool are currently with the special servicer or delinquent, and
the trust has experienced no losses to date.

The top 10 loans have an aggregate outstanding balance of $1.205
billion (39.9%) and a weighted average DSC of 2.04x, up from 1.95x
at issuance.

Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10
exposures. All of the properties were characterized as "good."

At issuance, four loans had credit characteristics consistent with
those of investment-grade obligations. The four loans all retain
credit characteristics of investment-grade obligations. Details of
the two largest of these loans are:

     -- The third-largest exposure in the pool, the Glendale
Galleria loan, has a trust balance of $147.3 million (5%) and a
whole-loan balance of $354.2 million. The whole loan consists of
two pari passu notes, with a $147.3 million A-1 note that serves
as the trust collateral, a $120.6 million A-2 note that is
included in Merrill Lynch Mortgage Trust 2005-LC1, and $86.3
million of B and C notes that are held outside of the trust. In
addition to the loan included in the trust, there is a $30 million
mezzanine loan secured by a pledge of equity interests in the
borrower that is held outside the trust. The whole loan is secured
by 850,671 sq. ft. of a 1.3 million-sq.-ft. enclosed mall and an
adjacent 145,458-sq.-ft. 12-story office tower in Glendale, Calif.
The servicer reported a 2.01x DSC at year-end 2007, up from 1.88x
at issuance. As of Dec. 31, 2007, the property was 93% occupied
overall, compared with 91% at issuance. Standard & Poor's adjusted
net cash flow (NCF) for this loan is comparable to its level at
issuance.

     -- The fifth-largest exposure in the pool, the International
Home Furnishings Center, has a loan balance of $35.8 million
(3.8%). In addition to the loan included in the trust, there is a
$25 million mezzanine loan secured by a pledge of equity interests
in the borrower that is held outside the trust. The loan is
secured by the fee interest in a 2.7 million-sq.-ft. furniture
exhibition center in High Point, N.C. For the year ended Dec. 31,
2007, DSC was 5.93x, down from 6.16x at issuance. Standard &
Poor's adjusted NCF was down slightly from issuance, reflecting
higher operating expenses.

KeyCorp reported a watchlist of 15 loans ($310.4 million, 10.3%).
Louisiana Boardwalk ($128.0 million, 4.2%) is the largest loan on
the watchlist. The loan is secured by a 544,175-sq.-ft. lifestyle
center in Bossier City, La. The property was constructed in 2004
and 2005, and as of Dec. 31, 2007, it was 100% occupied. The loan
appears on the watchlist because of a legal dispute over a small
section of unimproved land. The prior owner of the land is
claiming that the borrower and the city took the property
unfairly. The second-largest loan on the watchlist is the
Theraldson Portfolio IIIA ($49.1 million, 1.6%). The loan is
secured by a portfolio of 16 hotels comprising 1,169 rooms. The
loan appears on the watchlist because of the Federal Emergency
Management Agency's response to tornadoes in the vicinity of at
least one of these hotels. The master servicer reported that the
tornadoes did not damage the collateral.

The remaining loans appear on the watchlist primarily because of
low occupancy or declines in DSC since issuance.  

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

RATINGS AFFIRMED
     
Merrill Lynch Mortgage Trust 2005-CKI1
Commercial mortgage pass-through certificates series 2005-CKI1
   
Class    Rating   Credit enhancement (%)
A-1      AAA                       30.56
A-1D     AAA                       30.56
A-2      AAA                       30.56
A-2FL    AAA                       30.56
A-3      AAA                       30.56
A-4FL    AAA                       30.56
A-5      AAA                       30.56
A-SB     AAA                       30.56
A-6      AAA                       30.56
A-1A     AAA                       30.56
A-M      AAA                       20.37
A-J      AAA                       12.61
B        AA                        10.82
C        AA-                        9.93
D        A                          8.15
E        A-                         7.13
F        BBB+                       5.35
G        BBB                        4.33
H        BBB-                       3.18
J        BB+                        2.93
K        BB                         2.55
L        BB-                        2.16
M        B+                         2.04
N        B                          1.78
P        B-                         1.40
X        AAA                         N/A

N/A-Not applicable.


MICHAEL VICK: Proposed Financial Adviser Accused of Swindling
-------------------------------------------------------------
The man that former NFL star Michael Vick picked to help him in
his bankruptcy filing was accused of helping swindle more than
$500,000 from church members in New Jersey, reports Online Athens
(Georgia).

According to the report, Mr. Vick's lawyer, said a motion will be
filed in bankruptcy court to withdraw a request to have David A.
Talbot named as financial adviser in the bankruptcy case.

Mr. Talbot is facing the accusations with two other men.  

Mr. Vick filed for Chapter 11 bankruptcy protection last month.  
Mr. Talbot, who is facing a history of financial troubles, filed
for bankruptcy protection in 2002.  A judge dismissed the petition
later that year.  The financial issues were not disclosed in Mr.
Vick's case, the report said.

Michael Dwayne Vick, born June 26, 1980 in Newport News, Virginia,
is a suspended National Football League quarterback under contract
with the Atlanta Falcons team.  In 2007, a U.S. federal district
court convicted him and several co-defendants of criminal
conspiracy resulting from felonious dog fighting and sentenced him
to serve a 23 months in prison.  He is being held in the United
States Penitentiary at Leavenworth, Kansas.

Mr. Vick is also under indictment for two related Virginia state
felony charges for his role in the dogfighting ring and related
gambling activity.  His state trial has been delayed until he is
released from federal prison.  He faces a maximum 10-year state
prison term if convicted on both counts.

Mr. Vick filed his chapter 11 petition on July 7, 2008 (Bankr.
E.D. Va. Case No. 08-50775).  Dennis T. Lewandowski, Esq., and
Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent the
Debtor in his restructuring efforts.  Mr. Vick listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.


MOLINA HEALTHCARE: Best Lifts and Affirms Ratings on Subsidiaries
-----------------------------------------------------------------
A.M. Best Co. has upgraded and affirmed the financial strength
ratings and issuer credit ratings of the health maintenance
organization subsidiaries of Molina Healthcare, Inc. (Long Beach,
CA).

These ratings are based solely upon public information and present
the most informed view A.M. Best can offer, short of an insurer
participating in the full interactive rating process.  A.M. Best
uses the same rating scale and definitions as it does for its
long-term financial strength interactive ratings but applies a pd
modifier to ensure the user is aware of the more limited
information basis for the rating.

Molina's HMO ratings reflect its various companies' sufficient
level of capitalization, mostly favorable underwriting performance
and relatively consistent operating results.  In addition, the
recent acquisition of Mercy CarePlus will allow Molina to expand
its operations into Missouri.  Offsetting rating factors include a
reliance on government sponsored programs, which A.M. Best
believes could pose future profitability challenges for the
organization should reimbursement rates be cut.

  -- The FSR of B pd (Fair) and ICR of "bb" have been affirmed for
     Molina Healthcare of Washington, Inc.

  -- The FSR has been upgraded to B- pd (Fair) from C++ pd
     (Marginal) and the ICR to "bb-" from "b" for Molina
     Healthcare New Mexico.

  -- The FSR of B- pd (Fair) and ICR of "bb-" have been affirmed
     for Alliance for Community Health, LLC (dba Mercy CarePlus).

  -- The FSR has been upgraded to C++ pd (Marginal) from C+ pd
     (Marginal) and the ICR to "b" from "b-" for Molina Healthcare
     of California, Inc.

  -- The FSR of C++ pd (Marginal) and ICR of "b" have been
     affirmed for Molina Healthcare of Michigan, Inc.

  -- The FSR of C+ pd (Marginal) and ICR of "b-" have been
     affirmed for Molina Healthcare of Utah, Inc.


MONICA WITT: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Monica M. Witt
        4009 West Soundside Road
        Nags Head, NC 27959

Bankruptcy Case No.: 08-05397

Chapter 11 Petition Date: Aug. 11, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: Hon. J. Rich Leonard

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

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of Monica M. Witt's petition is available for free at:

      http://bankrupt.com/misc/nceb08-05397.pdf


MONITOR OIL: Files Chapter 11 Plan And Disclosure Statement
-----------------------------------------------------------
Monitor Oil PLC and its debtor-affiliates delivered  to the United
States Bankruptcy Court for the Southern District of New York on
Aug. 8, 2008, a joint Chapter 11 plan of reorganization and a
disclosure statement explaining that plan.

A hearing is set for Sept. 3, 2008, at 10:00 a.m., to consider the
adequacy of the Debtors' disclosure statement.  Objections, if
any, are due Aug. 27, 2008.

The Court has set Aug. 27, 2008, at 4:30 p.m., as deadline for
creditors and governmental units to file proof of claims.

Upon emergence from Chapter 11 Bankruptcy, the Debtors will raise
at least $15 million in exit funding that will be used to pay:

   -- all amounts due under the Cash Collateral Order, including
      the initial $3.5 million cash collateral amount;

   -- at least $1,700,000 of additional cash collateral funding as
      provided for in the Budget attached hereto as Exhibit C, and

   -- at least $10 million for working capital to fund reorganized
      Debtors' operations and to fund any additional costs
      associated with the adoption of the plan.

Furthermore, the Debtors will raise equity financing by (i)
private placement to institutional investors of shares of common
stock of Reorganized Debtors, and (ii) rights offering to the
current shareholders of the Debtors.  Under the rights offering,
for each share of common stock of the Debtors outstanding on
the record date, the Debtors' stockholders will be entitled to
purchase one additional Reorganized Debtors common share at
$1.00 per share.  The proceeds from the equity financing will be
allocated through:

   -- the first $10 million will be used to fund the working
      capital amount;
  
   -- the next $5 million will be used to repay the cash
      collateral amount; and

   -- any and all amounts raised above the exit funding amount
      will be used (i) 50% for the repayment of the Debtors Notes
      on a pro rata basis, and (ii) 50% to fund the acceleration
      of Reorganized Debtors' business plan and for general
      corporate purposes.

If the Debtors raised less than $10 million in the equity
financing, the second lien lenders will receive a senior secured
note of Reorganized Debtors in an amount equal to the entire cash
collateral amount on the plan's the effective date.  On the one
hand, if the Debtors raised between $10 million and $15 million in
the equity financing, the second lien lenders will get a senior
secured note of Reorganized Debtor in an amount equal to the
remaining portion of the cash collateral amount that is not repaid
by Reorganized Debtors on the plan's effective date.

                 Treatment of Interests and Claims

A. Monitor Oil PLC (PLC)

                 Type                              Estimated
     Class       of Claims          Treatment      Recovery
     -----       ---------          ---------      ---------
     1           priority claims    unimpaired     100%
     2           secured claims     none            
     3           general unsecured  impaired       100%
                  claims
     4           equity interest    impaired

B. Monitor Single Lift I Ltd. (MSL) and Monitor US FinCo
   Inc. (FinCo)

                 Type                              Estimated
     Class       of Claims          Treatment      Recovery
     -----       ---------          ---------      ---------
     1           priority claims    unimpaired     100%
     2           secured claims     unimpaired
     3           general unsecured  impaired       0%
                  claims
     4           equity interest    impaired       0%

Administrative claims will be paid in cash equal to the amount of
the allowed administrative expense claims in full satisfaction.

General unsecured creditors of PLC will receive their allocable
share of one or more PLC notes which shall be considered debt
issued by the reorganized PLC in an aggregate principal amount
equal to the aggregate amount of all allowed unsecured claims
secured by a lien on all of the present assets of the reorganized
Debtors subordinate to the liens of second lien lenders.  The PLC
notes shall have a term of 2 years, which is subject to a 1-year
extension, if 50% of the notes are repaid before maturity.  The
PLC notes will be paid after payment in full of the senior secured
notes and the subsidiary secured notes, if any.

The general unsecured claims include guarantee claims of the
second lien enders and bondholder Claims.  Since MSL's value is
less than the claims of the second lien lenders, the holders of
general unsecured claims of MSL will not receive any distribution
under the plan.

Second Lien Lenders will be paid in cash in full on the plan's
effective date.  If the cash collateral amount is not paid in
full, the second lien lenders will receive a senior secured note
issued by Reorganized PLC in an amount equal to the unpaid cash
collateral amount secured by first priority liens on all of the
assets of Reorganized PLC.  The second lien lenders will also
receive the subsidiary secured note with first priority liens on
all of the assets of MSL and FinCo.  Each second lien lender's
allocable share of the PLC notes will be reduced by the aggregate
amount received by the second lien lender pursuant to the
subsidiary secured note.

As of their bankruptcy filing, the Debtors owe at least
$80 million to the second lien lenders plus $1.45 million in
accrued interest and fees under the second lien credit agreement
dated Jan. 11, 2007.

Holders of common stock in PLC will continue to hold one share of
common stock in Reorganized PLC on account of each share of common
stock owned in PLC as of the Effective Date.  In addition, each
holder of common stock of PLC will receive a right to purchase one
new share of common stock in Reorganized PLC for each share of
common stock held on the record date under the terms of the rights
offering.

Holders of priority claims -- including priority tax claims --
will be paid in cash in full of their allowed priority claims.

On the plan's effective date, all equity interests will be
canceled.  Holders will not receive any distribution under the
plan.

A full-text copy of the Debtors' disclosure statement is available
for free at:

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

A full-text copy of the Debtors' joint Chapter 11 plan of
reorganization is available for free at:

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

                        About Monitor Oil

Headquartered in the Cayman Islands, Monitor Oil, Plc --
htpp://www.monitoroil.com/ -- an oil and gas service company that
provides oil and gas production solutions, offshore services and
engineering services.  The Monitor Group has operations in London,
England; Aberdeen, Scotland; Stavanger, Norway; Caldicot, Wales;
Shanghai, China and New York, United States.

The company and two of its affiliates,  Monitor Single Lift 1,
Ltd., and Monitor US FinCo, Inc., filed for Chapter 11 Protection
on Nov. 21, 2007 (Bankr. S.D.N.Y. Case No. 07-13709).  Eric Lopez
Schnabel, Esq., at Dorsey & Whitney, L.L.P., represents the
Debtor.  The U.S. Trustee for Region 2 appointed five creditors
to serve on an Official Committee of Unsecured Creditors in the
Debtors' cases.  Ira L. Herman, Esq., at Thompson & Knight, LLP,
represents the Committee.  As of Dec. 31, 2007, the company
disclosed total assets of $98,340,000 and total debts of
$56,125,000.


MT. ST. FRANCIS: Court OKs Sale of Assets to American Senior
------------------------------------------------------------
The United States Bankruptcy Court for the District of Rhode
Island has approved the sale of the business operations, real
estate and other assets of Mt. St. Francis Associates, L.P. to
American Senior Living Communities I, L.L.C. for $12 million,
subject to higher and better offers.

All parties interested have until August 25, 2008 to submit higher
and better offers to the Debtor's receiver, Joseph P. Ferruci,
Esq., at Ferrucci Russo, P.C.:

      Joseph P. Ferruci, Esq.
         E-mail: receiver@frlawri.com
      Ferrucci Russo, P.C.,
      55 Pine St.
      Providence, RI 02903
      Tel: (401) 455-1000
      Fax: (401) 455-7778

Based in Woonsocket, RI, Mt. St. Francis Associates, L.P.,--
http://www.hospital-data.com/hospitals/MT-ST-FRANCIS-HEALTH-
CENTER-WOONSOCK570.html -- is a religious non-medical health care
institution.


NATIONAL CENTURY: Ex-CEO Gets 10 Years for Witness Tampering
------------------------------------------------------------
Lance K. Poulsen, the former chief executive officer of National
Century Financial Enterprises, was sentenced in U.S. District
Court in Columbus, Ohio, on August 8, 2008, to 10 years in prison
for conspiring to interfere with a witness who was preparing to
testify in the fraud trial against Poulsen and other NCFE
executives involved in a $3 billion securities fraud scheme,
according to a statement issued by the U.S. Department of
Justice.

U.S. District Court Judge Algenon L. Marbley also fined Poulsen
$17,500 as part of the sentence.  

Mr. Poulsen, 65, and his personal associate, Karl A. Demmler, 57,
of Columbus were arrested Oct. 17, 2007, and later charged in a
four-count indictment alleging that they conspired to impede the
testimony of Sherry Gibson, a key witness in the securities fraud
trial against Poulsen and other NCFE executives.  A federal jury
convicted Messrs. Poulsen and Demmler on all counts on March 26,
2008, after a week-long trial.  Mr. Poulsen, along with seven
other NCFE executives, was indicted in July 2007 for their roles
in a scheme to deceive investors about the financial health of
NCFE.  Five of the defendants were found guilty on all counts of
the indictment in March 2008.

During the trial, the jury heard audio recordings of meetings
that took place over a period of months between Mr. Demmler and
Ms. Gibson and more than two months of intercepted wire
communications between Messrs. Poulsen and Demmler.  The
recordings revealed that the defendants offered Ms. Gibson money
to lie and attempted to influence her testimony at the NCFE fraud
trial.  According to the recordings presented at trial,
Mr. Demmler offered Ms. Gibson money if she would have "memory
lapses" when she testified against Mr. Poulsen.  The jury also
heard tapes of conversations between Messrs. Poulsen and Demmler
discussing ways to keep the witness from testifying.

Mr. Poulsen was president, chairman, chief executive officer and
an owner of Dublin, Ohio-based NCFE, one of the largest
healthcare finance companies in the United States until it filed
for bankruptcy in November 2002.

After the witness tampering indictment was returned, Mr.
Poulsen's fraud trial was severed from the other NCFE defendants.  
Mr. Poulsen will face the fraud charges at trial scheduled to
begin Oct. 1, 2008.  Mr. Demmler's sentencing date has not yet
been set.  Both men have been in custody since their arrests.

The case is being prosecuted by Assistant U.S. Attorney Doug
Squires and Trial Attorneys Leo Wise and Nathan Dimock of the
Criminal Division's Fraud Section.  The case was investigated by
the FBI.

             Poulsen's Fraud Trial Moved to October 1

The trial on Mr. Poulsen's fraud charges has been moved to
October 1, 2008, The Columbus Dispatch reports.

Judge Marbley previously scheduled Mr. Poulsen to go to trial in
August 4 for charges relating to the collapse of National
Century, which resulted to losses of nearly $2,000,000,000.

Judge Marbley allowed the delay so that Mr. Poulsen's attorneys
can review boxes of documents that they recently received,
according to the report.

"A two-month continuance will ensure that Poulsen has the time to
obtain and review the documents that he plausibly claims are
central to his theories of defense," Judge Marbley said in his
order, reports Columbus Dispatch.  The documents were used by the
Securities Exchange Commission for a March 2008 ruling that
placed partial blame for National Century's collapse on JP Morgan
Chase Bank, which served as trustee banks for National Century,
the Dispatch says.

Because of the delay, Judge Marbley also moved to December 1 the
trial on fraud charges for another National Century executive,
James K. Happ, reports Business First of Columbus.  Messrs.
Poulsen and Happ have both pleaded not guilty of fraud.

According to Business First, Mr. Poulsen has asked the Court to
have his trial transferred to Cincinnati or Cleveland.  He argued
that it is impossible for him to get a fair trial in Columbus
because news media reports have already tainted the jury pool.

Business First further reports that Mr. Poulsen's lawyers asked
Judge Marbley to exclude evidence concerning his wealth from
trial because it would appeal to class prejudices.  As widely
reported, Mr. Poulsen allegedly lived in a mansion, owned a
yacht, and had access to a corporate jet.

Mr. Poulsen's attorneys asserted in Court filings that mentioning
facts about his "wealth" during trial would limit his due process
rights based on prior U.S. Supreme Court decisions.

"He's accused of defrauding investors, so you have to talk about
how much money he made," Business First quoted Peter Henning, a
white-collar criminal law professor at Wayne State University
College of Law in Detroit.  "An extravagant lifestyle is usually
irrelevant unless the prosecutor can prove they were spending
proceeds (of alleged fraud) or that it feeds the motive," Mr.
Henning added.

              Ex-Execs Sentenced to Years in Prison

The DOJ also disclosed in a separate statement that four NCFE
executives were sentenced for their roles in the scheme to
deceive investors about NCFE's financial health:  

   (1) Donald H. Ayers, 72, of Fort Myers, Florida, an 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.

   (2) 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.

   (3) Roger S. Faulkenberry, 47, of Dublin, a senior executive
       responsible for raising money from investors, was
       sentenced on Aug. 7, 2008, to 10 years in prison for
       conspiracy, securities fraud, wire fraud and money
       laundering.

   (4) 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, Arizona, 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.  "Today's 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.

Messrs. 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.   
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.

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


NORTHWEST AIRLINES: Merger Gets Clearance from European Commission
------------------------------------------------------------------
Delta Air Lines, Inc. and Northwest Airlines Corporation received,
on Aug. 6, 2008, unconditional clearance from the European
Commission on the airlines' proposed merger.

The Commission, which is the regulatory arm of the European
Union, noted that its investigation found the proposed
transaction "would not impede effective competition in Europe or
the trans-Atlantic."

The airlines only offer overlapping direct service between
Amsterdam-Atlanta, Amsterdam-New York and Paris-Detroit, and
talks with competitors and customers did not flag antitrust
problems on these routes, the Commission said, according to The
Associated Press.

Both Delta and Northwest are part of the SkyTeam alliance,
sharing flights with Air France, KLM, Alitalia and Continental
Airlines, among others.  Delta flies to 119 international
destinations including 32 cities in the EU territory, reports
the AP.

"Approval from the European Commission for the merger is another
important step toward completing our pro-competitive merger with
Northwest. . . which will offer greater access to destinations
across the globe," Delta's chief executive officer Richard
Anderson said in a statement posted on Delta's Web site.

"We continue to work closely with the U.S. Department of Justice
and remain confident that we will be able to finalize the merger
by the end of the year," Mr. Anderson added.

          NWA Union Officials Testify Before Lawmakers
              on Proposed Delta-Northwest Merger

In a hearing in Washington on July 30, 2008, before the Health,
Employment, Labor, and Pensions subcommittee of the U.S. House of
Representatives, unions representing Northwest's flight
attendants, ramp workers and reservation agents pointed out that
Delta's buyout plan for Northwest threatens pension benefits for
employees, the AP reports.

Northwest employees have not received assurances that their
pension benefits would be protected upon the closing of the
planned merger, said Robert Roach, general vice president of the
International Association of Machinists on behalf of Northwest's
labor force, reports the AP.

"The ill-advised Delta-Northwest merger will jeopardize
everything [the Northwest employees] have worked for while
destroying two once-great airlines and threatening the solvency
of our nation's pension insurance agency," Mr. Roach said,
according to the Atlanta-Journal Constitution.

Mr. Roach argued that the combined airline should not be allowed
to "dump their garbage" on the Pension Benefit Guaranty Corp.,
the government-created corporation that takes over pension plans
for bankrupt companies, says AJC.

Forcing the frozen pension plans unto PBGC will mean an added
$15,600,000,000 in liabilities on top of its $13,100,000,000
deficit for fiscal year 2007, AJC reports, quoting Mr. Roach.

In response, Rob Kight, Delta's vice president for Compensation,
Benefits and Services, told the Subcommittee that Delta intends
to maintain its pension plans and Northwest's that were frozen in
the Chapter 11 cases.

The Delta-Northwest combination is about "addition, not
subtraction," hence it will mean "a stronger company" that will
be better able to fund pensions going forward," Mr. Kight said,
according to AJC.

Subsequent to testifying before lawmakers, IAM released a press
statement dated July 30, reiterating that the Delta-NWA merger
could possibly jeopardize workers' pensions and the stability of
the government's pension insurance system, a complete copy of
which is available for free at http://www.goiam.org/mergers

                  Delta FAs are Not Unionized,
                       AFA-CWA Worries

On behalf of Northwest's flight attendants, the Association of
Flight Attendants-CWA international president Patricia Friend,
noted that Delta flight attendants are not currently represented
by a union, according to the AP.

Ms. Friend also accused Delta management of interfering with an
attempt by some of its flight attendants to unionize.

As previously reported, eligible Delta flight attendants voted to
become unionized from April 23 through June 3, 2008; however,
more than 60% of them rejected AFA's representation, according to
results from the National Mediation Board.

The AFA-CWA filed on June 6, 2008, formal interference charges
with the NMB against Delta management, alleging illegal conduct
during the recent flight attendant representation election.  

"This merger should not be permitted to be a vehicle for union
busting," Ms. Friend told lawmakers during the hearing, says the
AP.

According to Ms. Friend, Delta "will do everything in their power
to first make sure there is no union in place to protect the
hard-earned benefits of the currently unionized Northwest flight
attendants," AJC reports.

Ms. Friend urged the members of the Committee to remember that
"the hundreds of thousands of airline employees across the
country have the most to lose and with the least protection."

               Delta President: Delta-NWA Merger
                 to Produce $2-Bil. in Savings

In an interview with The Street.com, Delta President Ed Bastian
said that he believes that Delta's planned merger with Northwest
will produce $2,000,000,000 in savings and benefits, up from an
original estimate of $1,200,000,000 and will cost about
$600,000,000, down from the $1,000,000,000, which the Company
previously projected.

"Now that we've had an opportunity to do more detailed work,
we've been able to validate the synergies we thought were there,
but had a difficult time quantifying," Mr. Bastian said in the
interview.

The updated evaluation means that the combined Company could
possibly gain back $500,000,000 in 2009, and another $500,000,000
to $600,000,000 annually until 2012.

Upon the closing of the merger, Delta will become the operator of
not less than 700 regional jets, which comprises approximately
40% of U.S.' regional jet fleet, The Street.com notes.

The airline will also get more than $100,000,000 in improved
efficiencies in airport operations due to lessened leases in
costly facilities, including, among others, the Los Angeles
International Airport, the report adds.

     Delta CEO Aims for "Quick Integration" with Northwest

Delta intends to file for a single operating certificate with the
Federal Aviation Administration by the end of August 2008, in
connection with its planned merger with Northwest, Marketwatch
reports.

Mr. Anderson said in a CNBC interview that Delta plans to take
Northwest as a subsidiary during the first 18 months after the
merger is completed.

Delta intends to fold Northwest's operations into Delta "as
quickly as we can," Mr. Anderson told CNBC, says the report.

Mr. Anderson also noted that negotiations "are still at pace"
with respect to discussions on antitrust issues with U.S.
congressional panels, as well as The Department of Justice for
final approval.

                   Delta and Northwest Face
           Antitrust Trial Over Merger in November

As previously reported, a group of 28 airline passengers from 10
states filed a lawsuit in the U.S. District Court for  the
Northern District of California to halt Delta Airlines, Inc.'s
proposed takeover of Northwest Airlines Corporation.

U.S. District Court Judge Vaughn Walker scheduled in San
Francisco, on November 5, 2008, the trial over claims that the
Delta-Northwest merger violates antitrust laws, Bloomberg News
reports.

Northwest and Delta executives are expected to testify at the
trial, USA Today says.

According to Bloomberg News, the lawsuit, captioned Rosemary
D'Augusta v. Northwest Airlines, allege that the proposed Delta-
Northwest merger "would result in an illegal monopoly,"
controlling, among others, 24% of domestic flights.

The lawsuit also alleges that "higher ticket prices and
diminished service" will result if federal regulators approve the
deal, says the report.

Delta and Northwest have said the combined Company would have the
the most flights worldwide, providing access to more than 390
destinations in 67 countries.

                          About Delta Air

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

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

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

                     About Northwest Airlines

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

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

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

                           *     *     *

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

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


NORTHWEST AIRLINES: Shareholders to Vote on Delta Merger Sept. 25
-----------------------------------------------------------------
In a joint prospectus filed with the Securities and Exchange
Commission, dated Aug. 6, 2008, Delta Air Lines, Inc. and
Northwest Airlines Corporation notify their stockholders of
separate special meetings, that will simultaneously take place on
Sept. 25, 2008.

Essentially, during their Special Meetings, Delta and Northwest
stockholders will consider and vote on a proposal to adopt the
Agreement and Plan of Merger, dated as of April 14, 2008, by and
among Delta Air Lines, Inc., Nautilus Merger Corporation, a
direct, wholly-owned subsidiary of Delta, and Northwest.

                  Northwest's Special Meeting

Northwest's Special Meeting at 9:30 a.m., Eastern Time, will be
held in the AXA Equitable Center's Auditorium located at 787
Seventh Avenue, New York, according to Northwest CEO Douglas M.
Steenland.

Northwest's stockholders will, among other things:

   * elect 12 directors to hold office until the 2009 Annual
     Meeting of Stockholders;

   * ratify the appointment of Ernst & Young LLP as Northwest's
     independent registered public accounting firm for 2008;

   * to approve an amendment to the Northwest Airlines Corp. 2007
     Stock Incentive Plan; and

   * approve the adjournment of the Northwest Annual Meeting, if       
     necessary or appropriate, to solicit additional proxies if
     there are not sufficient votes to approve the Merger and its
     Agreement.

According to Mr. Steenland, the Northwest board of directors has
fixed July 31, 2008, as the record date for determination of the
Northwest stockholders entitled to receive notice of, and to vote
at, the Northwest Annual Meeting.

The joint proxy statement or prospectus and the Northwest 2007
Annual Report are available at http://www.proxyvote.com

A full-text copy of Delta and Northwest's joint prospectus on
Form S-4 is available at no charge at:

              http://ResearchArchives.com/t/s?30b1

         Northwest Files Transcript of Conference Call

In a separate filing on Form 425 with the SEC dated July 24,
2008, Northwest disclosed the transcript of their Conference Call
held on July 23, with participating analysts Ray Neidl of Calyon
Securities, Gary Chase of Lehman Brothers, Jamie Baker of
JPMorgan, William Greene of Morgan Stanley and Daniel McKenzie of
Credit Suisse.

Northwest's Corporate participants included Doug Steenland;
Andrew Roberts, executive vice president for Operations; Dave
Davis, chief financial officer, Tim Griffin, EVP for Marketing
and Distribution; and Andrew Lacko, Director IR.

Among other things, Northwest tackled the planned merger with
Delta, which, according to Mr. Steenland "makes even more sense
now given the continued run up in fuel prices than it did when we
entered into the merger agreement in April [2008]."

Mr. Steenland added that "significant work is already under way"
to realize the synergies of the Merger, including, among others:

   -- Delta and Northwest's joint formation of 26 integration
      planning teams comprised of leaders from both companies for
      smooth integration of operations;

   -- an unprecedented pre-merger collective bargaining agreement
      reached with Delta and Northwest pilot groups that includes
      a process to achieve full seniority list integration upon
      closing of the merger, subject to membership ratification
      and expected to be realized in August;

   -- Northwest and Delta's special meetings to be held on
      September 25, 2008, for shareholders to vote for the
      approval of the merger; and

   -- announcement of key executives that will lead the combined
      Company.

Mr. Steenland added that the merger-related synergies have been
estimated to be $2,000,000,000 on an annualized steady basis.

"We continue to expect the closing in the fourth quarter of
2008," Mr. Steenland said.

Mr. Davis reported that for the second quarter of 2008, Northwest
incurred a net loss of $377,000,000.  However, operating revenues
for the second quarter were $3,600,000,000, up 12.4% from 2007,
he says.

The Participants also tackled, among other things, the impact of
fuel costs to Northwest, the airline's capacity cuts and number
of regional jets.

A full-text copy of the Northwest Conference Call Transcript is
available for free at http://ResearchArchives.com/t/s?30b0

                   Delta's Special Meeting

According to Delta Chief Executive Officer Richard H. Anderson,
Delta's Special Meeting will be held at 2:00 p.m., at the Georgia
International Convention Center Concourse, College Park in
Georgia, where Delta stockholders will vote on:

   * a proposal to approve an amendment to the Delta 2007
     Performance Compensation Plan to increase the number of
     shares of Delta Common Stock issuable by a number of shares
     equal to 15% of Delta's outstanding equity capitalization,
     determined on a fully-diluted basis at the closing of the
     Merger; and

   * an adjournment of the Special Meeting, if necessary or
     appropriate, to solicit additional proxies if there are not
     sufficient votes to approve the Proposals.

The issuance of Delta common stock to Northwest stockholders in
the merger and the amendment to the Delta 2007 Performance
Compensation Plan require the affirmative vote of holders of a
majority of the shares of Delta common stock, according to the
SEC filing.

In connection with the Merger, Delta intends to issue to
substantially all employees of the combined Company, equity equal
to approximately 13.38% of Delta's outstanding equity
capitalization, determined on a fully-diluted basis at the
closing of the Merger.

Delta says its board of directors believes the employees of the
combined Company should receive equity to recognize their
critical role in assisting it to (i) achieve its financial,
operational and customer service goals, (ii) more closely align
their interests with stockholders, and (iii) increase their stake
in the combined Company's financial performance.

The amendment to the Delta 2007 Performance Compensation Plan is
intended to permit Delta to implement the employee equity
issuance and allow for other equity grants after the closing of
the merger, the SEC filing disclosed.

Delta has fixed the close of business on July 29, 2008, as the
record date for determination of the Delta stockholders entitled
to receive notice of, and to vote at, the Delta Special Meeting.

                          About Delta Air

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

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

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

                     About Northwest Airlines

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

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

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

                           *     *     *

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

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


N-STAR REAL ESTATE: S&P Affirms 'BB' Ratings on Classes J, K
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 12
classes from N-Star Real Estate CDO IX Ltd. and removed them from
CreditWatch with negative implications, where they were placed on
May 28, 2008.

The rating actions follow S&P's analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities.

According to the trustee report dated Aug. 7, 2008, the
transaction's current assets included 71 classes ($433.2 million,
54%) of CMBS pass-through certificates from 39 distinct
transactions issued between 1998 and 2007. None of the CMBS assets
represent an asset concentration of 10% or more of total assets,
and none are first-loss positions. The current assets also
included these assets:

     -- 26 classes ($169.6 million, 21%) from 15 collateralized
debt obligation (CDO) transactions;

     -- 11 real estate investment trust (REIT) securities ($136.7
million, 17%); and

     -- Five commercial real estate loans ($62.5 million, 8%),
which include four whole loans ($37.5 million, 5%) and one
subordinate B-note ($25 million,
3%).

The aggregate principal balance of the assets totaled $802
million, up from $800 million at issuance, while the aggregate
liabilities totaled $800 million, which is unchanged since
issuance. Since Standard & Poor's placed the ratings on
CreditWatch with negative implications on May 28, 2008, the
collateral manager has sold and purchased collateral assets for
the transaction, which is actively managed. The changes in the
asset pool improved the transaction's credit characteristics and
contributed to the rating affirmations.

S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'BBB'
rated obligations. Standard & Poor's rates $528.1 million (66%) of
the assets. S&P reanalyzed its outstanding credit estimates for
the remaining assets.

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

N-Star Real Estate CDO IX Ltd.
Floating-rate notes

              Rating
Class    To           From

A-1      AAA          AAA/Watch Neg
A-2      AAA          AAA/Watch Neg
A-3      AAA          AAA/Watch Neg
B        AA           AA/Watch Neg
C        A+           A+/Watch Neg
D        A            A/Watch Neg
E        A-           A-/Watch Neg
F        BBB+         BBB+/Watch Neg
G        BBB          BBB/Watch Neg
H        BBB-         BBB-/Watch Neg
J        BB+          BB+/Watch Neg
K        BB           BB/Watch Neg


NUVEEN INVESTMENTS: Revises Timing of ARPS Refinancing for CEFs
---------------------------------------------------------------
Nuveen Investments provided an overview of its progress in
refinancing auction-rate preferred shares issued by its closed-end
funds.  The firm highlighted the recent launch of Variable Rate
Demand Preferred shares to replace ARPS of four different
municipal bond CEFs, and noted that tender option bonds continue
to serve as an important refinancing tool for municipal funds.  
The company also revised the expected timing for refinancing ARPS
of four taxable closed-end funds and scheduled a conference call
on ARPS for August 13 at 9:30 a.m., Central Time.

"We continue to advance our goals to lower the relative cost of
leverage over time for our funds and provide liquidity at par for
preferred shareholders," said Bill Adams, Executive Vice
President, Nuveen Investments. "While we are pleased to be making
steady progress, we share the sense of urgency felt by many
investors and recognize that much work remains to be done. One of
the most encouraging developments to date has been the successful
issuance of the first Variable Rate Demand Preferred Shares. As we
announced early on, we believe this new security will be a
critical element for being able to address the industry's ARPS
refinancing challenge."

Nuveen Investments sponsors 120 closed-end funds, of which 100
have outstanding auction-rate securities. As of August 11, 2008,
$1.7 billion of ARPS, or approximately 40% of the $4.3 billion
originally outstanding FundPreferred shares issued by Nuveen's
taxable CEFs, have been redeemed. Four more Nuveen taxable CEFs
expect to redeem an additional aggregate amount of $920 million of
ARPS.  Also, $1.5 billion of ARPS, or approximately 14% of the
$11.1 billion originally outstanding MuniPreferred shares issued
by Nuveen's municipal CEFs, have been or are in the process of
being redeemed, in part with proceeds from the successful issuance
of VRDP. Nuveen has also arranged for a liquidity facility to
support the issuance of additional VRDP to refinance an additional
$1.25 billion of ARPS.

                        New VRDP Offerings

Marking a key step forward, four Nuveen municipal CEFs recently
announced the completion of private offerings of VRDP shares. The
four funds are:

   -- Nuveen Dividend Advantage Municipal Fund 2 (AMEX: NXZ),
   -- Nuveen Insured Premium Income Municipal Fund 2 (NYSE: NPX),
   -- Nuveen Insured California Tax Free Advantage Municipal Fund
(AMEX: NKX) and
   -- Nuveen Insured New York Dividend Advantage Municipal Fund
(AMEX: NKO).

A total of more than $500 million of VRDP shares were sold by the
funds. The proceeds, along with each fund's proceeds from the
creation of TOBs, will enable each fund to redeem all of its
outstanding ARPS, totaling $596.9 million.

"The initial launch of the VRDP initiative is a very significant
milestone in ARPS refinancing as we forge ahead on behalf of
investors," Adams said. "We look forward to building on this
progress by expanding it to more municipal funds, and potentially
using VRDP to refinance ARPS issued by taxable funds."

The new VRDP shares include a liquidity feature that allows
holders of VRDP to have their shares purchased by a liquidity
provider in the event that VRDP holders' sell orders have not been
matched with purchase orders in a remarketing. VRDP dividends will
be set weekly at a rate established by a remarketing agent. In
these four offerings the VRDP shares were offered only to
qualified institutional buyers, such as money market funds,
pursuant to Rule 144A under the Securities Act of 1933.

                      TOB Strategy Continues

Nuveen municipal funds have used tender option bonds to refinance
a total of approximately $1 billion of ARPS.  With the approval of
the funds' Board, the first series of TOB partial redemptions for
13 funds in the amount of nearly $600 million was announced in
June and completed in July. The second series of TOB partial
redemptions for an additional 23 funds and approximately $350
million was announced last week, with the actual redemptions to be
completed by early September.

"Although under current market conditions the amount of TOBs our
funds can create are in many cases quite limited, TOBs can still
play an important role in our plans to manage fund leverage costs
and provide liquidity to ARPs shareholders," Adams said.

TOBs are floating rate securities issued by trusts into which a
fund has deposited municipal securities. Many Nuveen CEFs
currently use TOBs as a portfolio structuring and duration
management tool.

    Revised Timing of ARPS Refinancing for 4 Taxable CEFs

Economic uncertainties created by the ongoing credit crunch and
market volatility have delayed the timing of the anticipated
refinancing of ARPS issued by four taxable CEFs:

   -- Nuveen Diversified Dividend & Income Fund (NYSE: JDD);
   -- Nuveen Quality Preferred Income Fund (NYSE: JTP);
   -- Nuveen Quality Preferred Income Fund 2 (NYSE: JPS); and
   -- Nuveen Quality Preferred Income Fund 3 (NYSE: JHP).

The four funds previously announced that they expected to obtain
debt financing to permit the redemption of approximately $1
billion in ARPS. Nuveen currently expects these funds to redeem
approximately $920 million of ARPS, using this financing and
available cash.

"We expected the ARPS refinancing facility for these funds to be
in place by mid-July and the ARPS redemptions to be completed in
August," Adams said. "We are disappointed that the refinancing
process has taken longer than anticipated. We now estimate the
refinancing facility for these four funds to be in place later
this month and the ARPS redemptions to be completed in September.
However, the funds' ability to finalize the refinancing facility
is still not certain, and this revised timetable is subject to
further change, due to market conditions and other factors,
including the completion of final documentation for the debt
financing arranged by the funds."

Recent market and economic conditions also have made it difficult
to set a timetable for refinancing the remaining ARPS issued by
taxable funds that already have had partial redemptions. "We
continue to pursue financing options to address the remaining
preferred shares for these funds," Adams said.

                Conference Call Set for August 13

Nuveen Investments will host a conference call at 9:30 a.m.
Central Time on August 13, 2008, to discuss this latest update.
Nuveen anticipates high call volume and encourages attendees to
access the call via the live streaming audio link to facilitate
the registration process. Online participants will be able to
submit questions.

                     About Nuveen Investments

Nuveen Investments, Inc., headquartered in Chicago, is a U.S.-
domiciled holding company whose subsidiaries provide investment
management products and services to retail and institutional
investors predominantly in the US.  Nuveen Investments provides
investment services designed to help secure the long-term goals of
institutions and high net worth investors as well as the
consultants and financial advisors who serve them. Nuveen
Investments markets its growing range of specialized investment
solutions under the high-quality brands of HydePark, NWQ, Nuveen,
Rittenhouse, Santa Barbara, Symphony and Tradewinds.  In total,
the company managed $153 billion of assets on March 31, 2008.  
It's assets under management were $164 billion as of Dec. 31,
2007, according to Moody's.

Nuveen is owned by a group of investors led by Madison Dearborn
Capital Partners Inc., The Wall Street Journal's Lauren Pollock
says.

                          *     *     *

As reported by the Troubled Company Reporter on March 4, Moody's
Investors Service affirmed the B1 corporate family rating
on Nuveen Investments and has changed the rating outlook to
negative from stable.  The outlook change was primarily driven by
the challenges that the company currently faces with regards to
the liquidity crisis in the auction rate securities market for
closed-end funds and the potential for a protracted equity market
downturn in 2008.  This rating action has no impact on any auction
rate preferred stock or other indebtedness issued by Nuveen's
closed-end funds that are rated by Moody's.


PACIFIC LUMBER: Scopac Withdraws Provisional Motion to Sell Assets
------------------------------------------------------------------
Scotia Pacific Company LLC withdrew as moot its provisional
request for a sale of its assets and related auction procedures
in the event no plan of reorganization is confirmed in its
bankruptcy case.

As reported in the Troubled Company Reporter on July 9, 2008
pursuant to Section 363 of the Bankruptcy Code, Scopac sought the
authority of the Court to sell its assets pursuant to
auction procedures to be negotiated by the parties-in-interest in
Scopac's Chapter 11 case, in the event that the Marathon/Mendocino
Plan is not confirmed.

The Modified First Amended Joint Plan of Reorganization proposed
by Marathon Structured Finance Fund L.P., Mendocino Redwood
Company, LLC, and the Official Committee of Unsecured Creditors
for the Pacific Lumber Company and its debtor affiliates was  
confirmed on July 8, 2008, and was subsequently made effective on
July 30.

Scopac previously contemplated, to ensure the viability of the
PALCO mill, that any purchaser of the Scopac timberlands must be
willing to enter into a long-term contract for log sales, so long
as the mill owner makes a substantial commitment to the ongoing
viability of the mill.  Scopac submitted a proposed Log Supply
Agreement with Sierra Pacific Industries, which offered to buy the
PALCO mill, the related co-generation plant and related working
capital for roughly $45 million.

Scopac's withdrawal of its Provisional Motion rendered the
proposed Sierra Pacific Log Supply Agreement moot as well.

                       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).


PARMALAT SPA: NY Court Confirms Settlement Class in Hermes Suit
---------------------------------------------------------------
The U.S. District Court for the Southern District of New York
granted the request of Lead Plaintiffs Hermes Focus Asset
Management Europe Limited, Cattolica Partecipazioni, S.p.A.,
Capital & Finance Asset Management, Societe Moderne des
Terrassements Parisiens and Solotrat for preliminary
certification to the Settlement Class, for the purpose of
partially settling the securities class action litigation,
according to a report by the PARMALAT Bankruptcy News, Issue No.
104.

The Settlement Class will include all persons and entities that
purchased or acquired securities of Parmalat Finanziaria S.p.A.
and its subsidiaries and affiliates between Jan. 5, 1999 and
Dec. 18, 2003.

The Settlement Class excludes Parmalat, the other defendants,
officers and directors of Parmalat or the Defendants, entities in
which the Defendants have a controlling interest, Parmalat's
insurers, banks and other financial institutions that transacted
with Parmalat, and their relatives and legal representatives.

The Court also approved, as to form and content, the Notice and
Publication Notice to putative class members.  Further, Judge
Lewis A. Kaplan has appointed Epiq Systems Class Actions and
Claims Solutions as the notice and claims administrator
supervising and administering the notice procedure as well as the
processing of claims.

Parmalat has sought to dismiss the claims of Hermes et al.  Judge
Kaplan stated that approval of the settlement will moot Parmalat's
motion for judgment.  He denied without prejudice Parmalat's
request for renewal of judgment on the pleadings, in the event
that the District Court's decision does not moot the proposed
settlement with the foreign plaintiffs.

Judge Kaplan will convene a hearing on Sept. 24, 2008, at 9:30
a.m., to determine whether the Settlement is fair, reasonable
and accurate.  The Court will also consider the approval of the
related plan of allocation, as well as the reimbursement of
attorneys' fees and other costs.

                        About Parmalat

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

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

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

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

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

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


PERFORMANCE TRANS: Ch. 7 Trustee Taps Ritchie Bros. as Auctioneer
-----------------------------------------------------------------
Mark S. Wallach, the trustee appointed under Performance
Transportation, Inc., et al.'s, Chapter 7 cases, asks the U.S.
Bankruptcy Court for the Western District of New York to approve
an auction contract with Ritchie Bros. Auctioneers (America), Inc.  
The Chapter 7 Trustee seeks the Court's authority to sell property
free and clear of liens and encumbrances and implement the
requests of Black Diamond Commercial Finance, L.L.C.

The Chapter 7 Trustee has selected Ritchie Bros. as the
auctioneer because of its experience in the liquidation of
transportation equipment, and ability to insure and mobilize
the Debtors' rolling stock and other assets to be sold to sites
which Ritchie Bros. owns or controls.

The Chapter 7 Trustee and Ritchie Bros. agreed that:

   a. Ritchie Bros. will conduct an unreserved public auction set
      for October 1, 2008, using both on-site and video
      presentations;

   b. Ritchie Bros. will charge an 8.25% commission on the gross
      sale price for any lot in excess of $2,500 or 25% for any
      lot realizing $2,500 or less;

   c. the Chapter 7 Trustee will receive from Ritchie Bros. a
      $10,000,000 advance, which is repayable from the auction's
      net proceeds, secured by a first lien to Ritchie Bros. on
      the equipment once the Ritchie Bros. obtains the vehicle
      titles and the Court's approval of the auction contract  
      and the sale of the equipment free and clear of liens and
      encumbrances;

   d. the advance will bear interest at the per annum rate of US
      Bank's prime rate plus 2% compounded semi-annually from the
      date of the Advance to the date of the auction.  The
      interest is repayable solely from the proceeds of the
      action; and

   e. Ritchie Bros. will post a bond, provide insurance,
      transport the equipment to its closest auction site,
      prepare the equipment for sale, conduct the sales and
      account to the Chapter 7 Trustee.

Todd A. Ritschdorff, Esq., at Phillips Lytle LLP, in Buffalo, New
York, relates that the estates are incurring ongoing lease
expenses of not less than $230,000 per month.  The Debtors will
be able to avoid the leases expenses as soon as Ritchie Bros.
removes the equipment from the premises, he says.

The Chapter 7 Trustee will be able to use for defraying
administrative expenses Ritchie Bros. advance payment of
$10,000,000.  The advance payment and other payments by Ritchie
Bros. will be subject to the lien of the Debtors' secured
creditors.  However, the Chapter 7 Trustee, with the consent of
Black Diamond, may use the funds for ongoing non-professional
Chapter 7 expenses.

Mr. Ritschdorff says Black Diamond consents to the sale of the
equipment free and clear of its liens provided that the Court
deems the liens attached to the advance payment and all other
amounts due from Ritchie Bros. as net proceeds from the
corresponding collateral.

According to Mr. Ritschdorff, pursuant to an intercreditor
agreement between the Debtors, the CIT Group/Business Credit,
Inc., in its capacity as collateral agent for the prepetition
senior secured lenders, and Goldman Sachs Credit Partners L.P.,
in its capacity as collateral agent for the prepetition junior
secured lenders, if Black Diamond releases the liens of the
prepetition senior secured lenders, the liens of the prepetition
junior secured lenders will be automatically released.  The
intercreditor agreement further provides that, until the first
lien obligations have been paid in full, the second lien
collateral agent irrevocably appoints the first lien collateral
agent.

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  (Performance
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).

As reported in the Troubled Company Reporter on July 18, 2008,
the Court converted the Debtors' Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code, effective as of July 14, 2008.  
Mark S. Wallach was appointed as the trustee for Performance
Transportation, Inc., et al.'s, Chapter 7 case.


PLASTECH ENGINEERED: Files Joint Chapter 11 Plan of Liquidation
---------------------------------------------------------------
Plastech Engineered Products, Inc., and its debtor-subsidiaries
submitted to the United States Bankruptcy Court for the Eastern
District of Michigan on Aug. 11, 2008, a Joint Plan of
Liquidation, backed by the Official Committee of Unsecured
Creditors.

The Plan, which was submitted by the Debtors and the Creditors
Committee, as co-proponents, provides for the orderly wind-down
and liquidation of the Debtors' remaining assets, following the
consummation of the sales of the Debtors' businesses and assets,
and approval of the sale-related settlements.

During their Chapter 11 cases, the Debtors completed the sale of
their major businesses and certain assets:

                                                      Completion
     Assets       Consideration and Terms                  Date    
     ------       -----------------------                  ----  
  Interiors Biz.  Waiver of $160MM 1st Lien Debt Debt    7/01/08
                  Assumption of Liabilities, receipt   
                  of $39MM Cash from Johnson Controls'
                  JCIM, LLC, and Goldman Sachs Credit
                  Partners, on behalf of First Lien
                  Lenders for Plastech's interior and
                  underhood business.
                  
  Exteriors Biz.  Waiver of $24.5MM 1st Lien Debt,       7/01/08
                  Assumption of Liabilities, receipt of
                  cash equal to amount of inventory,
                  from Decoma International of America
                  and Goldman Sachs Credit Partners,
                  for Exteriors business.

  Carpet Biz.     $650,000 cash from BBI Enterprises     6/30/08
                  for Carpet Business.

  H&P/Stamping    $1,700,000 cash, subject to inventory  7/18/08
                  adjustment, from JD Norman of Ohio
                  Holdings, Inc., for Brooklyn, Ohio
                  Facility.

  Ford Patents    $40,000 cash from Ford Global          7/17/08
                  Technologies, LLC, for US Patent Nos.
                  7121604 and 7007995.

Upon consummation of the Sales or shortly thereafter, each of the
officers of Plastech resigned or were terminated, except for
Peter Smidt, who has been overseeing the wind-down and
liquidation of the Debtors' assets.  Mr. Smidt was the company's
executive vice president and chief financial officer.

The Debtors did not provide estimates on the aggregate amount of
claims filed against them that will ultimately be allowed.  The
Debtors believe they have funds to pay administrative claims in
full but did not disclose how much holders of general unsecured
claims will recover.  According to the Disclosure Statement
attached to the Plan:

    -- As contemplated by the Bankruptcy Code, DIP Facility
       claims, allowed claims under Section 503(b)(9) of the
       Bankruptcy Code, and other administrative claims will be
       paid in full on the effective date of the Plan, or when
       they are due (for ordinary course administrative claims).  

    -- Holders of priority tax claims will receive deferred cash
       payments over a period not exceeded five years, plus
       interest accruing from the Effective Date through the date
       of payment.

    -- First Lien Term Loan Lenders (on account of their credit
       bids) and the Second Lien Lenders have received
       consideration from the sale of the Debtors' Interiors and
       Exteriors businesses, pursuant to settlements entered into
       with the Debtors.  The First Lien Lenders are entitled to
       a $80,000,000 deficiency claim and the Second Lien Lenders
       $100,000,000 but won't receive payments on account of
       those claims until all general unsecured creditors are
       paid in full.  The Second Lien Lenders' deficiency claims
       are subordinate to the First Lien Lenders'.

    -- Holders of general unsecured claims will receive their pro
       rata share of the "Class 7 Distribution Amount" equal to
       $14,000,000 in cash contributed by the First Lien Lenders
       from the proceeds of the Interiors sale, plus proceeds
       from unencumbered assets, including avoidance actions.

    -- Holders of secured tool vendors claims and governmental
       units holding tax claims will receive full payment.  Tool
       vendors will be paid cash or will recover their tooling.  
       Tax claimants will receive cash or the collateral securing
       their claims.

    -- Holders of equity interests and subordinated claims will
       not recover anything under the Plan.  Julie Nguyen
       Brown, sole director and chaiman of Plastech's Board of
       Directors, holds 99.33% of the common shares of Plastech
       and Tai Nguyern holds the remaining shares.  A settlement
       with Plastech has allowed a Brown-owned non-debtor entity
       to retain ownership of all its properties.

The Debtors acknowledge that the Pension Benefit Guaranty Corp.,
the government agency that affords certain guarantees of pension
plan liabilities, may assert large claims based upon the estimate
of the difference between liabilities to the Debtors' pension
plan beneficiaries and the current value of the plan assets.  The
Debtors relate that the ultimate allowance of PGBC's claims may
impact the distributions to holders of general unsecured claims.

On the effective date of the Plan, a liquidating trust will
administer and liquidate all remaining property of the Debtors,
including avoidance actions, not sold, transferred or otherwise
waived or released before the Effective Date.  The liquidating
trustee will distribute proceeds received from the liquidation
and from litigation of avoidance actions to creditors in
accordance with the terms of the Plan.

Except with respect to 503(b)(9) Claims, the liquidating trustee
will have sole authority for prosecuting, collecting, and
otherwise administering causes of action under Sections 502, 510,
541, 542, 544, 545, 547, 548, 549, 550, 551 or 553 of the
Bankruptcy Code.  The Debtors, however, have signed waivers and
releases of all claims against the Browns; their major customers
General Motors Corp., Ford Motor Co. and Chrysler LLC; and the
Term Lenders, pursuant to the sale-related settlements among the
parties.

On the Effective Date, or a soon as the Liquidating Trustee deems
appropriate, Plastech and its subsidiary debtors will be
dissolved.  A Post-Effective Date Committee will be formed and
will be comprised by certain members of the Creditors Committee.
Professionals retained by the Debtors or the Creditors Committee
will be entitled to reasonable compensation and reimbursement of
actual, necessary expenses for post-Effective Date activities.

The Disclosure Statement provides that the Plan, although styled
as a "joint plan", is structured as the wind-down and liquidation
of nine separate legal debtor-entities.  Thus, votes will be
tabulated separately for each of the Debtors with respect to each
Debtor's Plan and distributions will be made separately.
The Debtors, however, propose to consolidate general unsecured
claims against all Debtor-entities under one class.

The Debtors and the Creditors Committee believe the Plan provides
claimholders with the "best recovery possible."  The Debtors aver
that converting their bankruptcy cases to liquidation under
Chapter 7 of the Bankruptcy Code would dilute recovery by
creditors, as the appointment of a Chapter 7 trustee, and its
retention of professionals, would increase operating costs.  The
Debtors add that (i) a conversion to Chapter 7 would delay
distribution to creditors, and (ii) their remaining assets will
suffer erosion in value in the context of a "forced sale"
atmosphere that would prevail in a Chapter 7 case.

The Debtors expect an October 22 hearing where they will seek
confirmation of their Plan and an October 15 deadline for
confirmation objections by parties.  Before seeking confirmation
of the Plan, the Debtors have to obtain approval of the adequacy
of the information in the Disclosure Statement and then solicit
votes on the Plan.

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

   http://bankrupt.com/misc/Plastech_Ch11Plan.pdf

A full-text copy of the Disclosure Statement is available for
free at:

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

                     About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                             *   *   *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
the Debtors has until Sept. 28, 2008, to file a Chapter 11 plan of
reorganization.


PLASTECH ENGINEERED: Plan's Treatment & Classification of Claims
----------------------------------------------------------------
The classification and treatment of claims pursuant to the Chapter
11 Joint Plan of Liquidation of Plastech Engineered Products Inc.
and its debtor-affiliates are:

Class  Description           Claim Treatment          
-----  -----------           ---------------          
   N/A  DIP Facility       * All DIP Facility Claims will be
        Claims               allowed pursuant to the Final DIP
        Claims: $______      Order.

                           * After the Initial Distribution Date,
                             each holder of an Allowed DIP
                             Facility Claim will receive, to the
                             extent not previously received, in
                             full satisfaction of the Allowed DIP
                             Facility Claim, (i) cash or other
                             consideration from the liquidation
                             proceeds of the Liquid Collateral
                             and the Additional DIP Collateral
                             securing the DIP Facility Claims,
                             and (ii) to the extent that the
                             proceeds are not adequate to pay the
                             DIP Facility Claims in full, a
                             Deficiency Claim, provided however,
                             that the DIP Lenders will waive the
                             Deficiency Claims in accordance with
                             the Sale-related Settlements.


   N/A  503(b)(9) Claims   * A 503(b)(9) Claim is a Claim
        Claims: $17,000,000  asserted pursuant to Section
                             503(b)(9) of the Bankruptcy Code.

                           * Subject to the requirements of the
                             Plan, after the later of (i) the
                             Initial Distribution Date or (ii)
                             the Distribution Date after a
                             503(b)(9) Claim becomes allowed, the
                             holder of the Allowed 503(b)(9)
                             Claim will receive, in full
                             satisfaction of the Allowed
                             503(b)(9) Claim, (a) cash equal to
                             the unpaid portion of the face
                             amount of the Claim, or (b) other
                             less favorable treatment which the
                             Holder and the Debtors and
                             Liquidating Trustee will have agreed
                             upon in writing.
  

   N/A  Administrative     * An Administrative Claim is a Claim
        Claims               arising under Section 507(a)*2) for
        Claims: $_______     costs and expenses of the Chapter 11
                             cases administration, under Sections
                             503(b), 507(b), or 1114(e)(2) of the
                             Bankruptcy Code, including (a) any
                             actual and necessary costs and
                             expenses incurred after the Petition
                             Date, or preserving the Estates and
                             operating the businesses of the
                             Debtors, such as wages, salaries,
                             commissions for services, payments
                             for inventory, leased equipment and
                             premises, and Claims of governmental
                             units for taxes (including tax audit
                             Claims on tax years commencing after
                             the Petition Date, but excluding
                             Claims on tax periods ending up to
                             the Petition Date); and (b) all
                             other claims entitled to
                             administrative claim status pursuant
                             to a Final Order of the Court, but
                             excluding Priority Tax Claims, Non-
                             tax Priority claims, 503(b)(9)
                             Claims, Trustee Fee Claims, Assumed
                             Liabilities Claims and Professional
                             Fee Claims.

                           * After the later of (i) the Initial
                             Distribution Date or (ii) the
                             Distribution Date after an
                             Administrative Claim becomes
                             allowed, the holder of the Allowed
                             Administrative Claim will receive,
                             in full satisfaction of the Allowed
                             Administrative Claim (a) cash equal
                             to the unpaid portion of the face
                             amount of the Allowed Administrative
                             Claim, or (b) other less favorable
                             treatment which the Holder and the
                             Debtors and Liquidating Trustee will
                             agree in writing; provided, however,
                             that Allowed Administrative Claims
                             for liabilities incurred by a Debtor
                             in the ordinary course of the
                             business during the Chapter 11 cases
                             may be paid in the ordinary course
                             pursuant to the terms and conditions
                             of any related agreement (x) prior
                             to the Effective Date, by the
                             Debtors and the Purchaser (as
                             required by the terms of the
                             applicable Asset Purchase
                             Agreement), and (y) subsequent to
                             the Effective Date, by the
                             Liquidating Trustee and the
                             Purchaser, pursuant to the terms of
                             the related Asset Purchase
                             Agreement.
  

   N/A  Priority Tax       * A Priority Tax Claim is a Claim of a
        Claims               governmental unit of the kind
        Claims: $________    specified in Sections 502(i) and
                             507(a)(8) of the Bankruptcy Code
                      
                           * Except to the extent that an Allowed
                             Priority Tax Claim has been paid
                             prior to the Initial Distribution
                             Date, a Holder of an Allowed
                             Priority Tax Claim will be entitled
                             to receive from the Liquidating
                             Trustee, in full satisfaction of the
                             Allowed Priority Tax Claim, (i)
                             deferred Cash payments over a period
                             of up to five years after the
                             assessment of the Allowed Priority
                             Tax Claim in an aggregate principal
                             amount equal to the Face Amount of
                             the Allowed Priority Tax Claim, plus
                             interest on the unpaid portion at
                             the Case Interest Rate from the
                             Effective Date through the payment
                             date or (ii) other less favorable
                             treatment which the Holder and the
                             Debtors and the Liquidating Trustee
                             will agree upon in writing.  

                             If deferred Cash payments are made
                             to a Holder of an Allowed Priority
                             Tax Claim, payments of principal
                             will be made in annual installments
                             equal to 10% of the Allowed Priority
                             Tax Claim plus accrued and unpaid
                             interest, with the first payment to
                             be due on the first anniversary of
                             the Initial Distribution Date, and
                             subsequent payments to be due on the
                             anniversary of the first payment
                             date after the Priority Tax Claim
                             becomes allowed; provided, however,
                             that any unpaid installments five
                             years after the assessment date of
                             the tax that is the basis for the
                             Allowed Priority Tax Claim will be
                             paid on the first business day after
                             the date, together with any accrued
                             and unpaid interest to the date of
                             payment; and provided, further,
                             however, that the Liquidating
                             Trustee will have the right to
                             accelerate payment of any Allowed
                             Priority Tax Claim, or any portion
                             or remaining balance of any Allowed
                             Priority Tax Claim, at any time on
                             or after the Effective Date without
                             premium or penalty.
   

   1    First Lien Term    * IMPAIRED               
        Loan Claims
        Claims: $_________ * Entitled to vote to accept or reject
                             the Plan

                           * Estimated recovery: ______%

                           * Pursuant to the orders approving the
                             Interiors and Exteriors Sales and
                             the terms of the Sale-related
                             Settlements and the JCIM Operating
                             Agreement, (i) the Fist Lien Term
                             Lenders have received all
                             consideration received in the
                             Interiors and Exteriors Sale, and
                            (ii) the Subscribing Term Lenders
                             have received all equity interests
                             that would otherwise have been
                             distributed to Non-subscribing First
                             Lien Term Lenders.  To the extent
                             the First Lien Term Loan Claims are
                             not fully satisfied thereby, the
                             First Lien Term Lenders will have
                             Deficiency Claims amounting to
                             $80,0000,000, representing the
                             outstanding balance of their First
                             Lien Term Loan Claims, after
                             deducting an estimated recovery on
                             account of their credit bids,
                             receipt of proceeds of the Residual
                             Assets and the financing they have
                             provided.  Pursuant to the Committee
                             Settlement, the First Lien Term
                             Lenders have agreed to waive any
                             right to receive, on account of
                             their Deficiency Claim, or any other
                             portion of their Second Lien Term
                             Loan Claims (i) any part of the
                             First Lien Term Lender Contribution
                             and (ii) any proceeds of Avoidance
                             Actions, in each case, on account of
                             the Deficiency Claims; such
                             Deficiency Claims will be classified
                             as Class 7 General Unsecured Claims,
                             but will not be entitled to receive
                             a Class 7 General Unsecured Claim
                             Distribution on account of the
                             Deficiency Claims, unless all Class
                             7 Claims are paid in full.


   2    Second Lien Term   * IMPAIRED
        Loan Claims
        Claims: $_________ * Entitled to vote to accept or reject
                             the Plan

                           * Estimated recovery: 0%

                           * Pursuant to the orders approving the
                             Interiors and Exteriors Sale and the
                             terms of the Sale-related
                             Settlements and the JCIM Operating
                             Agreement, (i) the Second Lien Term
                             Lenders have received all
                             consideration in the Interiors and
                             Exteriors Sales, and (ii) the
                             Subscribing Term Lenders have
                             received all equity interests that
                             would otherwise have been
                             distributed to Non-subscribing
                             Second lien Term Lenders.  To the
                             extent the Second Lien Term Loan
                             Claims are not fully satisfied
                             thereby, the Second Lien Term
                             Lenders will have Deficiency Claims
                             in the approximate aggregate amount
                             of $100,000,000 representing the
                             outstanding balance of their Second
                             Lien Term Loan Claims as of the
                             Petition Date.  Pursuant to the
                             Committee Settlement, the Second
                             Lien Term Lenders have agreed to
                             waive any right to receive, on
                             account of their Deficiency Claim,
                             or any other portion of their Second
                             Lien Term Loan Claims, (i) any part
                             of the First Lien Term Lender
                             Contribution and (ii) any proceeds
                             of Avoidance Actions, in each case,
                             on account of such Deficiency
                             Claims.  Any Second Lien Term Loan
                             Claims or Deficiency Claims of the
                             Second Lien Term Lenders are
                             subordinate to the First Lien Term
                             Loan Claims and the Deficiency
                             Claims of the First Lien Term
                             Lenders.  Accordingly, the Second
                             Lien Term Lenders will receive no
                             further Distributions on account of
                             their Second Lien Term Loan Claims
                             or Deficiency Claims unless the
                             Deficiency Claims of the First Lien
                             Term Lenders are paid in full.
  
  
   3    Secured Tool       * UNIMPAIRED
        Vendor Claims
        Claims: $_________ * Not entitled to vote on the Plan

                           * Estimated Recovery: 100%

                           * Class 3 consists of Secured Claims
                             held by Tool Vendors which Claims
                             are (a) secured by a Lien on
                             property in which a Debtor's Estate
                             has an interest or (b) subject to
                             setoff under Section 553 of the
                             Bankruptcy Code, and the right of
                             setoff has been asserted by the
                             holder of the right prior to the
                             Confirmation Date in a properly
                             filed motion for relief from the
                             automatic stay, to the extent of
                             the value of the Claimholder's
                             interest in the applicable Estate's
                             interest in the property or to the
                             extent of the amount subject to
                             setoff, as applicable, as
                             determined pursuant to Section
                             506(a) of the Bankruptcy Code or,
                             in the case of setoff, pursuant to
                             Section 553 of the Bankruptcy Code.

                           * Pursuant to the Tooling Order,
                             holders of Allowed Secured Tool
                             Vendor Claims who elect to proceed
                             under the Tooling order will
                             receive in full satisfaction,
                             settlement, release and discharge
                             of and in exchange for such Allowed
                             Secured Tool Vendor Claims a
                             Distribution in accordance with the
                             procedures set forth in the Tooling
                             order, which procedures provide for
                             (i) payment to the affected Tool
                             Vendor, (ii) payment into escrow of
                             appropriate amounts by the affected
                             Customer, as defined in the Tooling
                             Order, (iii) return of the Tooling
                             securing the Secured Tool Vendor
                             Claim, or (iv) other treatment as
                             provided in the Tooling Order.  
                             Except as otherwise provided in the
                             Tooling Order, any holder of a
                             Secured Tool Vendor Claim will
                             retain its lien in the Tooling or
                             the proceeds of the Tooling (by
                             payment int escrow of an
                             appropriate amount in accordance
                             with the Tooling Order) to the same
                             extent and with the same priority
                             as the lien held as of the Petition
                             Date until such time as (A) the
                             holder of the Secured Tool Vendor
                             Claim (i) has been paid cash equal
                             to the value of its Allowed Secured
                             Tool Vendor Claim, (ii) has
                             received a return of the Tooling
                             securing the Secured Tool Vendor
                             Claim, or (iii) has been afforded
                             other treatment under the Tooling
                             Order; or (B) the purported Lien
                             has been determined by a Court
                             order to be invalid or otherwise
                             avoidable.  A Holder of an Allowed
                             Secured Tool Vendor Claim who
                             elects not to proceed under the
                             Tooling Order will be entitled
                             either to (i) the return of the
                             Tooling securing the Secured Tool
                             Vendor Claim or (ii) the right to
                             pursue any other contractual, legal
                             or equitable remedy or avenue the
                             Tool Vendor may have concerning the
                             Tooling.
   
  
   4    Secured Tax Claims * UNIMPAIRED
        Claims:$ _________  
                           * Not entitled to vote on the Plan
  
                           * Estimated Recover: 100%

                           * Class 4 consists of claims of
                             governmental units for the payment
                             of a tax assessed against property
                             to the Estate, which Claims are
                             secured by a first lien on the
                             property.

                           * On, or as soon as reasonably
                             practicable after the later of (a)
                             the Initial Distribution Date or
                             (b) the Distribution Date
                             immediately following the date on
                             which a Secured Tax Claim becomes
                             an Allowed Secured Tax Claim, the
                             holder of the Allowed Secured Tax
                             Claim will receive from the
                             Liquidating Trustee, in full
                             satisfaction, settlement, release
                             and discharge of and in exchange
                             for, the Allowed Secured Tax Claim,
                             (i) cash equal to the value of its
                             Allowed Secured Tax Claim and (ii)
                             the Collateral securing the Secured
                             Tax Claim, or (iii) other less
                             favorable treatment as to which the
                             Debtors and the Liquidating Trustee
                             and the Holder will have agreed
                             upon in writing.  Any Holder of a
                             Secured Tax Claim will retain its
                             lien in the Collateral or the
                             proceeds of the Collateral (to the
                             extent that the Collateral is sold
                             by the Debtors or the Liquidating
                             Trustee free and clear of the lien)
                             to the same extent and with the
                             same priority as the Lien held as
                             of the Petition Date until the time
                             as (A) the Holder of the Secured
                             Tax Claim (i) has been paid cash
                             equal to the value of its Allowed
                             Secured Tax Claim and (ii) has
                             received a return of the Collateral
                             securing the Secured Tax Claim, or
                             (iii) has been afforded other less
                             favorable treatment as to which the
                             Liquidating Trustee and the Holder
                             will have agreed upon in writing;
                             or (B) the purported Lien has been
                             determined by a Court order to be
                             invalid or otherwise avoidable.  To
                             the extent that a Secured Tax Claim
                             exceeds the value of the interest
                             of the Estate in the property that
                             secures the Claim, the Claim will
                             be deemed disallowed pursuant to
                             Section 502(b)(3) of the Bankruptcy
                             Code.
   

   5    Miscellaneous      * IMPAIRED             
        Secured Claims
                           * Entitled to vote to accept or
                             reject the Plan

                           * Estimated Recovery: ______%

                           * Class 5 consists of Claims, other
                             than Secured Tax Claims and Secured
                             Tool Vendor Claims, that are (a)
                             secured by a lien on property in
                             which the Debtors' Estate has an
                             interest or (b) subject to setoff
                             under Section 553 of the Bankruptcy
                             Code, and the right to offset has
                             been asserted by the holder of the
                             right prior to the Confirmation
                             Date in a properly filed motion for
                             relief from the automatic stay, to
                             the extent of the value of the
                             Claimholder's interest in the
                             applicable Estate's interest in the
                             property or to the extent of the
                             amount subject to setoff, as
                             applicable, pursuant to Section
                             506(a) of the Bankuptcy Code or, in
                             the case of setoff, pursuant to
                             Section 553 of the Bankruptcy Code.

                           * On, or as soon as reasonably
                             practicable after the later of (a)
                             the Initial Distribution Date or
                             (b) the Distribution Date following
                             the date on which a Miscellaneous
                             Secured Claim becomes an Allowed
                             Miscellaneous Secured Claim, a
                             holder of an Allowed Miscellaneous
                             Secured Claim will receive from the
                             Liquidating Trustee, in full
                             satisfaction, settlement, release,
                             and discharge of and in exchange
                             for, the Allowed Miscellaneous
                             Secured Claim, (i) cash equal to
                             the value of its Allowed
                             Miscellaneous Secured Claim and/or
                             (ii) the Collateral securing the
                             Miscellaneous Secured Claim, or
                             (iii) other less favorable
                             treatment as to which the Holder,
                             and the Debtors and the Liquidating
                             Trustee will have agreed upon in
                             writing.  Any Holder of a
                             Miscellaneous Secured Claim will
                             retain its lien in the Collateral
                             or the proceeds of the Collateral
                             (to the extent that the Collateral
                             is sold by the Debtors or the
                             Liquidating Trustee free and clear
                             of lien) to the same extent and
                             with the same priority as the lien
                             held as of the Petition Date until
                             the time as (A) the Holder of the
                             Miscellaneous Secured Claim (i) has
                             been paid cash equal to the value
                             of its Allowed Miscellaneous
                             Secured Claim and (ii) has received
                             a return of the Collateral securing
                             the Miscellaneous Secured Claim, or
                             (iii) has been afforded other less
                             favorable treatment as to which the
                             Holder and the Liquidating Trustee
                             will have agreed upon in writing;
                             or (B) the purported Lien has been
                             determined by a Court order to be
                             invalid or otherwise avoidable.  To
                             the extent that the Holder of an
                             Allowed Miscellaneous Secured Claim
                             also holds an Unsecured Claim
                             pursuant to Section 506(a) of the
                             Bankruptcy Code, on account of the
                             Allowed Miscellaneous Secured
                             Claim, the Unsecured Claim
                             constitutes a Deficiency Claim that
                             will be separately classified as a
                             Class 7 General Unsecured Claim.
   

   6    Non-tax Priority   * UNIMPAIRED

                           * Not entitled to vote on the Plan

                           * Estimated recovery: 100%

                           * Class 6 consists of Claims entitled
                             to priority in payment pursuant to
                             Section 507(a) of the Bankruptcy
                             Code, other than Administrative
                             Claims, Priority Tax Claims, or
                             503(b)(9) Claims.
                           * On or as soon as reasonably
                             practicable after the later of (i)
                             the Initial Distribution Date or
                             (ii) the Distribution Date
                             immediately following the date the
                             Non-tax Priority Claim becomes an
                             Allowed Non-tax Priority Claim, the
                             holder of the Allowed Non-tax
                             Priority will receive from the
                             Liquidating Trustee, in full
                             satisfaction, settlement, release
                             and discharge of and in exchange for
                             the Allowed Non-tax Priority Claim
                             (i) cash equal to the unpaid portion
                             of the face amount of the Allowed
                             Non-tax Priority Claim or (ii) other
                             less favorable treatment as to which
                             the Holder and the Liquidating
                             Trustee will have agreed upon in
                             writing.  
  

   7    General Unsecured  * IMPAIRED
        Claims
                           * Entitled to vote on the Plan

                           * Estimated Recovery: ______%

                           * Consists of claims that are not DIP
                             Facility Claims, 503(b)(9) Claims,
                             Administrative Claims, Priority Tax
                             Claims, Secured Tax Claims, First
                             Lien Term Loan Claims, Second Lien
                             Term Loan Claims, Secured Tool
                             Vendors Claims, Miscellaneous
                             Secured Claims, Non-tax Priority
                             Claims or Professional Fee Claims,
                             and are not Intercompany Claims,
                             Subordinated 510(c) Claims or
                             Subordinated 510(b) Claims, but
                             which term includes but not limited
                             to, a Wachovia Swap Termination
                             Claim.
                           * On, or as soon as reasonably
                             practicable, the later of (i) the
                             Initial Distribution Date, or (ii)
                             the Distribution Date following the
                             date a General Unsecured Claim
                             becomes allowed, the holder of the
                             General Unsecured Claim will, in
                             full satisfaction of its Claim,
                             receive from the Liquidating
                             Trustee, its Pro Rata share of the
                             Class 7 Distribution Amount.
   

   8    Intercompany       * IMPAIRED
        Claims

                           * Class 8 is deemed to have rejected
                             the Plan and, therefore, Holders of
                             Intercompany Claims are not entitled
                             to vote to accept or reject the
                             Plan.
                           * Estimated Recovery: 0%
                           * Consists of (i) any Claim held by a
                             Debtor against another Debtor,
                             including (a) any account reflecting
                             intercompany book entries, (b) any
                             Claim not reflected in the book
                             entries that is held by a Debtor
                             against another Debtor, (c) any
                             derivative Claim asserted by or on
                             behalf of one Debtor against another
                             Debtor and (d) any Claim asserted by
                             one Debtor against another Debtor as
                             a result of a payment made by the
                             claimant Debtor pursuant to a
                             guarantee or similar instrument; and
                             (ii) any Subsidiary Interests.

                           * On the Effective Date, all Class 8
                             Claims will be cancelled as
                             worthless, and Holders of
                             Intercompany Claims will not be
                             entitled to, and will not receive
                             any property under the plan on
                             account of the Intercompany Claim.  
                             To the extent that the Claims are
                             eliminated, each Debtor holding an
                             Intercompany Claim will be entitled
                             to the same treatment as other
                             Claims with the same status and
                             priority.
   
              
   9    Subordinated       * IMPAIRED
        510(c) Claims
                           * Class 9 is deemed to have rejected
                             the Plan and, therefore, Holders of
                             Subordinated 510(c) Claims are not
                             entitled to vote to accept or reject
                             the Plan.

                           * Estimated Recovery: 0%

                           * Consists of Claims (i) subordinated
                             pursuant to Section 510(c) of the
                             Bankruptcy Code, or (ii) punitive or
                             exemplary damages or for a fine or
                             penalty, to the extent permitted by
                             applicable law.

                           * On the Effective Date, holders of
                             Subordinated 510(c) Claims will not
                             be entitled to, and will not receive
                             any property under the Plan on
                             account of the Subordinated 510(c)
                             Claims.


   10   Subordinated       * IMPAIRED
        510(b) Claims

                           * Class 10 is deemed to have rejected
                             the Plan and, therefore, Holders of
                             Subordinated 510(b) Claims are not
                             entitled to vote to accept or reject
                             the Plan.

                           * Estimated Recovery: 0%

                           * Class 10 consists of Claims
                             subordinated pursuant to Section
                             510(b) of the Bankruptcy Code, which
                             will include any Claim arising from
                             the rescission of a purchase or sale
                             of any Old Common Stock, any Claim
                             for damages arising from the
                             purchase or sale of any Old Common
                             Stock, or any Claim for
                             reimbursement, contribution or
                             indemnification on account of the
                             Claim.

                           * On the Effective Date, holders of
                             Subordinated 510(b) Claims will not
                             be entitled to, and will not receive
                             any property under the Plan on
                             account of the Subordinated 510(b)
                             Claims.  
   

   11   Old Equity         * IMPAIRED
        Interests
                           * Class 11 is deemed to have rejected
                             the Plan and, therefore, Holders of
                             Old Equity Interests are not
                             entitled to vote to accept or reject
                             the Plan.

                           * Estimated Recovery: 0%

                           * Class 11 consists of legal,
                             equitable, contractual, and other
                             rights of any Person with respect to
                             any capital stock or other ownership
                             interest in any Debtor, whether or
                             not transferable, and any option,
                             warrant or right to purchase, sell,
                             or subscribe for an ownership
                             interest or other equity security in
                             any Debtor.

                           * On the Effective Date, the Old
                             Equity Interests, including the Old
                             Common Stock, will be canceled and
                             each holder of the Stock will not be
                             entitled to any property or interest
                             in property on account of the
                             Interest.
   

No holder of a disputed claim will receive any distribution on
account the Claim until it becomes an allowed claim.

                     About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                             *   *   *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
the Debtors has until Sept. 28, 2008, to file a Chapter 11 plan of
reorganization.


PLASTECH ENGINEERED: Wants to Assign License Amid Infor Objection
-----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan to assume and assign a prepetition master agreement
contract to JCIM LLC.

The Debtors and BRAIN North America, Inc., are parties to a Master
Agreement, entered prepetition, which BRAIN, trading as Agilisys
Automotive, subsequently assigned to Infor Global Solutions
(Michigan), Inc.  The Debtors and Infor, thereafter, entered into
several addenda to the Contract.

After a successful bid by JCIM, LLC, on the Debtors' Interiors
Business, the Court approved the sale pursuant to the parties'
Asset Purchase Agreement.  The Interiors APA entitled JCIM, among
others, to designate which of the Debtors' executory contracts
and unexpired leases it intends to assume or reject.  

Pursuant to JCIM's exercise of its designation rights, the
Debtors sought Infor's consent to the assignment of its Contract
to JCIM.  Three days later, Infor said in a letter that it does
not consent to the assignment.

According to the Contract terms, the Debtors may not assign or
otherwise transfer the Master Contract, including the
accompanying rights, whether voluntary or by operation of law,
without the prior written consent of Infor.  The Contract
provides, however, that Infor is prohibited from "unreasonably"
withholding its consent to transfer the Contract.

Federal copyright law does generally prohibit the assignment of
rights under nonexclusive copyright license agreements, Gregg M.
Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Wilmington, Delaware, says.  However, where the nonexclusive
copyright license agreement by its very terms permits the
assignment of the contract to a third party, a debtor is
permitted to assume and assign the agreement pursuant to Section
365 of the Bankruptcy Code, he points out.

Section 365 provides that a trustee may not assume the contract
or lease if there has been default; provided that, at the time of
the assumption, the trustee (i) cures, (ii) provides adequate
assurance of a cure, or (iii) provides adequate assurance of
future performance under the contract or lease.

To this end, Mr. Galardi says JCIM maintains adequate funding to
operate the Interiors Business and to pay costs relating to the
Contract through secured loan facilities from Johnson Controls,
Inc.

He adds lower courts have set "hypothetical" test or "actual"
test on the assumption and assignment of certain contracts.  
Courts applying the hypothetical test disallow the assumption if
the debtor cannot assign the contract under non-bankruptcy law
without consent.  Under the actual test, a court allows
assumption of a contract under Section 365(c)(1) of the
Bankruptcy Code, when the debtor in possession is the same entity
as the prepetition debtor for contractual purposes.    
Consequently, where there is material change in the identity of
the person rendering the performance, assumption is not allowed.

He maintains that assumption and assignment of the Contract to
JCIM satisfies the actual test and the hypothetical test.  The
applicable law, he adds, does not excuse Infor from rendering
performance to JCIM.  For these reasons, the Court should grant
the assumption and assignment of the Contract to JCIM,
Mr. Galardi avers.

Mr. Galardi further notes that Infor has conditioned its consent
to the assumption and assignment upon payment of a $750,000
assignment fee, in addition to annual maintenance fee generally
provided for under the Contract.  Since JCIM can demonstrate
adequate assurance of future performance under the Contract,
including all related cure amounts, the Debtors maintain that
Infor's refusal is not because of JCIM's inability to perform
under the Contract, but for Inform to extract financial
accommodations from JCIM.

Alternatively, the Debtors seek that the Contract "ride through"
their Chapter 11 cases pursuant to Section 365(a), should the
Court deny their request.  This, they say, will allow them to use
the Contract after the confirmation of a plan of liquidation.  
The Debtors relate that they intend to file a plan of liquidation
in the coming weeks, and subsequently confirm the Plan.

                     About Plastech Engineered

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

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

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

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

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


[REDACTED Aug. 13, 2008]


PRIMEDIA INC: June 30 Balance Sheet Upside-Down by $134.8 Million
-----------------------------------------------------------------
PRIMEDIA Inc. reported Thursday financial results for its second
quarter ended June 30, 2008.

At June 30, 2008, the company's consolidated balance sheet showed
$255.6 million in total assets and $390.5 million in total
liabilities, resulting in a roughly $134.8 million stockholders'
deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $50.9 million in total current
assets available to pay $63.2 million in total current
liabilities.

Net income decreased $3.7 million to $1.9 million compared to
second quarter 2007, due to the second quarter 2007 gain on the
sale of Channel One, part of the company's Education segment,
partially offset by a $24.1 million reduction in interest expense
as a result of the company's lower debt level.

Total net revenue decreased 2.2% to $76.8 million compared to
second quarter 2007, reflecting a 2.1% increase in Apartments,
offset by a 16.4% decline in New Homes and a 5.0% decline in
DistribuTech.

"My first 70 days as president and chief executive officer have
been extremely positive, and I am more excited today about the
prospects that exist at PRIMEDIA than I was coming into this
position," said Charles Stubbs, president and chief executive
officer of PRIMEDIA.  "PRIMEDIA has one simple goal: to be the
leading cross platform provider of content designed to help
consumers find the right place to live."

"I have quickly developed an initial perspective on our
competitive position, existing products, services and technologies
and our ongoing efforts to control costs.  I have realized that we
are in a great position to extend our leading brands and market
strengths by implementing growth strategies that will benefit our
customers and, as a result, our shareholders.  We are now highly
focused on our strategic and operational development, analyzing
everything from product design to distribution optimization,
implementing additional operational efficiencies and identifying
our more significant growth opportunities. I look forward to
reporting on our progress going forward."

Commenting on the second quarter results, Mr. Stubbs said, "Our
core Apartment Guide business – including ApartmentGuide.com –
continued to generate improved performance in the second quarter,
achieving its fourth consecutive quarter of year-over-year growth
in both revenue and customer count.  This track record is a direct
result of producing a best in class product offering, one that is
national in scope with features specific to local market needs.  I
believe that there is a meaningful opportunity for PRIMEDIA to
take advantage of this market leadership and expand our portfolio
of product offerings within the Apartment industry.  As we
expected, our New Homes and DistribuTech businesses continued to
face pressure in the second quarter as the country is experiencing
its worst real estate environment in decades.  We are taking a
long-term view on these businesses, aggressively pursuing
operating efficiencies while focusing a great deal of effort on
fine-tuning our products and services to best position the company
when the housing market turns."

Operating income increased 23.3% year-over-year to $9.5 million
due to:

  -- A decrease in general and administrative expense of 10.0% due
     to a number of factors, the largest of which related to the
     transition the company's headquarters from New York to
     Norcross; and

  -- A decrease in marketing and selling expenses of 9.0%,
     resulting largely from a reduction in the number of   
     employees.

These were partially offset by an increase in restructuring costs.

Free cash flow was ($1.1) million in the second quarter 2008
compared to ($32.8) million in the second quarter 2007.  The
improvement was primarily due to lower capital expenditures and a
reduction in interest expense.

                     Discontinued Operations

As previously disclosed, the company sold its South Florida and
Wisconsin Auto Guide publications, as well as its  
www.autoguide.com website, to Target Media Partners, an
independent print and online publisher, at the end of the second
quarter of 2008.  In addition, the company closed its Atlanta Auto
Guide during the second quarter.  These transactions completed the
company's exit from the Auto Guide business.

As of June 30, 2008, the company's cash and cash equivalent
balance decreased to $6.8 million versus $111.0 million as of
June 30, 2007.  The 2007 cash and cash equivalent balance was
primarily due to divestiture proceeds generated from the sale of
the Outdoors Group, which was subsequently used to pay down debt.
The company had debt, net of cash, of $247.1 million at June 30,
2008, compared to net debt of $1.2 billion at June 30, 2007.  The
company had approximately $90.4 million of unused bank commitments
available at June 30, 2008.

                             Dividend

The Board of Directors of the company has authorized a quarterly
cash dividend of $0.07 per share of common stock, payable on
Sept. 10, 2008, to stockholders of record on Aug. 18, 2008.  

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?30ae

                       About PRIMEDIA Inc.

Headquartered in Atlanta, PRIMEDIA Inc.(NYSE: PRM) --
http://www.primedia.com/-- through its Consumer Source Inc.       
operation, is a provider of advertising-supported consumer guides
for the apartment and new home industries.  Consumer Source
publishes and distributes more than 38 million guides – such as
Apartment Guide and New Home Guide – to approximately 60,000 U.S.
locations each year through its proprietary distribution network,
DistribuTech.  The company also distributes category-specific
content on its leading websites, including ApartmentGuide.com,
NewHomeGuide.com and Rentals.com, a comprehensive single unit real
estate rental site.


PROGRESSIVE MOLDED: Bankruptcy Case Converted to Chapter 7
----------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware orders the conversion of the bankruptcy cases
of Progressive Molded Products Inc., Progressive Marketing Inc.,
THL-PMPL Holding Corp., and Progressive Moulded Products Limited
to cases under Chapter 7 of the Bankruptcy Code.

The Court instructed the U.S. Trustee to appoint a Chapter 7
trustee as promptly and practicably under the circumstances.

The Court denied the Debtors' cross-motion consenting to the
conversion of the cases of PMPI and PMI, but calling for the
dismissal of the Chapter 11 cases of Canada-based THL and PMPL.

Judge Carey handed over the responsibility to the appointed
Chapter 7 trustee, to decide whether to seek dismissal of any or
all of the Debtors' cases.  Judge Carey calls for a status
conference on August 21, 2008 at 3:00 p.m.

Judge Carey direct professionals retained under Sections 327 or
1103 of the Bankruptcy Code and other entities to file their fee
applications or requests for compensation on or before Sept. 5,
2008 at 4:00 p.m. (Eastern Time).  Objections to the fee
applications must be filed with the Court and served on certain
parties, including the Office of the U.S. Trustee, on or before
September 25.  The Court will convene a hearing to consider final
approval of the fee applications on October 15, 2008, at 11:00
a.m. (Eastern Time).

In a conversion of a case from Chapter 11 to Chapter 7,  the
debtor-in-possession is required to promptly  turnover all
property of the estate to the Chapter 7 Trustee appointed by the
U.S. Trustee.  The Chapter 7 Trustee displaces the company's
Board of Directors and senior management.  The U.S. Trustee will
convene another 341 meeting in the Chapter 7 case.  At that
meeting, creditors may choose to elect a new Chapter 7 Trustee.  

The Chapter 7 trustee is expected to ask the Court to set a
Chapter 11 Claims Bar Date -- a deadline by which all creditors
with claims arising between the date the company filed its
Chapter 11 petition and the date the case was converted must file
their claims or be forever barred from asserting those claims.  
Claims arising after the conversion take priority over claims
arising during the course of the Chapter 11 proceeding.  Claims
arising during the course of the Chapter 11 proceeding take
priority over prepetition claims.

                    JPMorgan Supports Dismissal

JPMorgan Chase Bank, N.A., as administrative and collateral agent
for the first lien lenders owed $276,938,661 as of the Petition
Date under the Credit Agreement dated August 16, 2004, supports
conversion of the U.S. Debtors' cases and the dismissal of the
Canadian Debtors' Chapter 11 cases.

On behalf of JPMOrgan, Mark D. Collins, Esq., at Richards, Layton
& Finger, P.A., in Wilmington, Delaware, said "cause" exists
pursuant to Section 1112(b)(4)(A) of the Bankruptcy Code to
convert or dismiss the Debtors' Chapter 11 cases.  He noted that
the Debtors incurred substantial losses in the amount of
$19,800,000 as of July 2008, and the only revenue the Debtors are
receiving is from the liquidation of existing accounts receivable
or other collateral.

Mr. Collins, however, says the dismissal rather than the
conversion of the Canadian Debtors' cases is preferable as it
will permit the Companies' Creditors Arrangement Act to serve as
the sole forum for the Canadian Debtors' remaining liquidation
and will significantly reduce the streamline administrative
costs.

                 ROI Notifies of Unsatisfied Claim

ROI Engineering informs the Court that Progressive Molded Products
Inc. owes it a total of $39,057 for the goods it delivered on
May 5, 2008.  

In a letter sent to the Court, ROI Engineering says it was unable
to meet the July 28, 2008 deadline because it received the notice
regarding the conversion of the Debtors' cases on July 30, 2008.

                      About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: US Trustee Names Andrew Vara as Ch. 7 Trustee
-----------------------------------------------------------------
Roberta A. DeAngelis, acting United States Trustee for Region 3,
has appointed Andrew R. Vara, as an interim trustee for
Progressive Molded Products Inc. and its debtor-affiliates'
estates.

In Chapter 7, subject to supervision by the Bankruptcy Court, the
Chapter 7 trustee takes over the assets of the debtor's estate,
reduces them to cash, and makes distributions to creditors,
subject to the debtor's right to retain certain exempt property
and the rights of secured creditors.

The U.S. Trustee is expected to convene another meeting of
creditors under Section 341 of the Bankruptcy Code.  At that
meeting, creditors may choose to elect a new Chapter 7 Trustee.  

                      About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: Has Until September 5 to File Schedules
-----------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extends:

   -- to August 15, 2008, the deadline of THL-PMPL Holdings Corp.
      and Progressive Moulded Products Limited to file their
      schedules and statements; and

   -- to September 5, 2008, the deadline of Progressive Molded
      Products Inc. and Progressive Marketing, Inc. to file
      their schedules of assets and liabilities, and statements
      of financial affairs.

As reported in the Troubled Company Reporter on July 30, 2008, the
Debtors ask the Court for an extension to file its Schedules of
Assets and Liabilities to give the Debtors enough time to complete  
and enhance the accuracy of the Schedules and Statements while not
prejudicing the rights of other claimants and parties-in-interest.

The Official Committee of Unsecured Creditors asked the Court to
deny the Debtors' request for an extension.  The Debtors, however,
asked the Court to overrule the Committee's objection and said
that they see no legitimate reason to file statements and schedule
at this time if the conversion or dismissal of their Chapter 11
cases is approved.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, explained that after a conversion of the
the U.S. Debtors' cases to Chapter 7, the trustee will have  
responsibility for fulfilling its reporting and other duties
described in Section 704 of the Bankruptcy Code, including, among
other things:

   (a) closing the estate as expeditiously as is compatible with
       the best interest of parties-in-interest;

   (b) being accountable for all property received;

   (c) investigating the financial affairs of the Debtors; and

   (d) making a final report and filing a final account of the
       administration of the estate with the Court and with the
       U.S. Trustee.

Therefore, the types of informational reports to be filed during
the U.S. Debtors' Chapter 7 cases should be entrusted to the
Chapter 7 trustee under the oversight of the Bankruptcy Court,
Ms. Morgan asserts.

Ms. Morgan added that if the request for dismissal of the
Canadian Debtors' Chapter 11 cases is approved, the Canadian
Debtors will no longer be subject to the Bankruptcy Code and its
reporting requirements.  

Ms. Morgan noted that the Companies' Creditors Arrangement Act
proceeding of the U.S. Debtors and the Canadian Debtors will
remain pending in Canada under the oversight of the Canadian
Court, as well as the supervision of the Monitor.  Hence, the
Debtors will remain subject to the CCAA's informational
requirements that will protect the Debtors, their creditors and
other interested parties.

                      About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: Committee Can Hire Arent Fox as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
authority to the Official Committee of Unsecured Creditors for
Progressive Molded Products Inc. and its debtor-affiliates to
retain Arent Fox LLP as counsel, nunc pro tunc to July 7, 2008.

Arent Fox will, among other things:

   (a) assist, advise and represent the Committee in its
       consultation with the Debtors relative to the
       administration of their Chapter 11 cases;

   (b) assist, advise and represent the Committee in analyzing
       the Debtors' assets and liabilities, investigate the
       extent and validity of liens and participate in and
       review any proposed asset sales or dispositions;

   (c) attend meetings and negotiate with the representatives of
       the Debtors;

   (d) assist the Committee in the review, analysis and
       negotiation of any plan of reorganization and any
       negotiation of the disclosure statement;

   (e) assist the Committee in the review, analysis, and
       negotiation of any financing or funding agreements;

   (f) take all necessary action to protect and preserve the
       interests of the Committee, including, without limitation,
       the prosecution of actions on its behalf, negotiations
       concerning all litigation in which the Debtors are
       involved, and review and analysis of all claims filed
       against the Debtors' estate;

   (g) prepare on behalf of the Committee all necessary motions,
       applications, answers, orders, reports and papers in
       support of positions taken by the Committee; and

   (h) perform all other necessary legal services in these
       cases.

Arent Fox will be compensated in accordance with the firm's
customary rates:

           Professional              Rate/Hour
           ------------              ---------
           Partners                  $455-$790
           Of Counsel                $455-$750
           Associates                $290-$515
           Paraprofessionals         $145-$260

Arent Fox intends to apply for allowance of compensation and
reimbursement of expenses in accordance with the applicable
provisions of the Bankruptcy Code.  

Andrew I. Silfen, partner and chair of Financial Restructuring
Group at Arent Fox LLP, assured the Court that his firm is a
disinterested party as the term is defined in Section 101(14) of
the Bankruptcy Code, and have no interest adverse to the
Committee, the Debtors and their creditors.

                      About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: Gets Court OK to Hire Donald McKenzie as CRO
----------------------------------------------------------------
THL-PMPL Holdings Corp. and Progressive Moulded Products Limited
sought and obtained approval from Justice Morawetz of the Ontario
Superior Court of Justice, Commercial List, to hire Donald S.
Mackenzie as chief restructuring officer to implement an orderly
wind down of their operations, and retain the services of his
firm, Conway MacKenzie, Inc.

The Canadian Debtors, also designated in the CCAA cases as the
Canadian Applicants, are currently winding down their operations,
and their customers General Motors Corp., Ford Motor Company and
Chrysler LLC are in the process of removing their tooling, and
purchasing and removing certain property from the Debtors.

Alex A. Ilchenko and Sheryl E. Seigel, of Lang Michener LLP,
solicitors of the Canadian Debtors, told the Ontario Court, which
is overseeing the Canadian Debtors' bankruptcy cases in Canada
pursuant to The Companies' Creditors Arrangement Act, that the
company's chief executive officer and their chief financial
officer have resigned, leaving only the chief operating officer.  
They informed the Court that a CRO was urgently needed in order
to have adequate corporate governance to continue with the
orderly wind-down.

Ms. Seigel relates that Tim Safar, the COO of the Canadian
Debtors, is providing management leadership responsibilities at
Progressive.  He has been assisted by Mr. MacKenzie and his firm
Conway MacKenzie, Inc., in their role as financial advisor to
Progressive since April 2008.  Mr. Safar, however, requires
additional management support with financial and restructuring
expertise to provide oversight with respect to the wind-down of
the operations and implementation.  

Pursuant to the CRO Agreement, Mr. MacKenzie and CM&D will, among
other things:

   (a) implement the terms of the Initial CCAA Order and
       subsequent orders of the Ontario Court;

   (b) realize and dispose of the property of the Canadian
       Applicants including negotiating and entering into any
       agreements necessary with respect to the sale of the
       property and take any steps as the CRO deems necessary to
       effect the wind-down and termination of their business and
       operations;

   (c) take appropriate steps to maintain control over all
       receipts and disbursements arising out of the operations
       and take all necessary to control and use all bank
       accounts and to open new accounts as appropriate, with
       the approval of the prepetition agents;

   (d) take steps for the preservation, protection, and
       realization of the property of the Canadian Applicants;

   (e) execute documents to convey title of any of the property;

   (f) retain and terminate employees and otherwise deal with
       human resources issues in relation to the Applicants;

   (g) implement and complete the Employee Retention Program,
       including the execution of any documents required to be
       executed under the provisions of the ERP;

   (h) apply for and obtain any vesting order which may be
       necessary or appropriate, in the opinion of the CRO, in
       order to convey the property to a purchaser or purchasers;

   (i) collect accounts receivable of the Canadian Applicants
       including negotiations and settlement of disputes in
       connection with the collection of receivables;

   (j) represent the Canadian Applicants in any negotiations with
       any other parties;

   (k) settle litigation and disputes relating to third party
       tooling and receivables,or otherwise;

   (l) vacate any leased premises occupied by the Canadian
       Applicants, in accordance with the provisions of the
       Initial Order;

   (m) provide information to the Monitor and the prepetition
       agents regarding the business and affairs of the
       Applicants;

   (n) commence any proceeding and seek any order, or respond to
       any motion or application brought by any person, in the
       CCAA proceeding;

   (o) deal with the cases in the United States Bankruptcy Court
       for the District of Delaware on behalf of the Applicants,
       including instructing U.S. counsel, filing any materials
       or pleadings required and communicating with the U.S.
       Trustee or any committee representing creditors;

   (p) exercise any rights of the Canadian Applicants as a
       shareholder of Progressive Molded Products Inc. and
       Progressive Marketing, Inc.; and

   (q) take all steps and incur any expenses and obligations
       necessary in connection with the orderly win-down of the
       Canadian Applicants.

The CRO Agreement provides that MacKenzie and CM&D will continue
to charge for their services in acting as the CRO on the same
hourly rates basis at which they were billing as financial
advisor:

       Professional                   Hourly Rates
       ------------                   -------------
       Donald S. MacKenzie               $695
       John P. Kotas                     $395
       Mandy W. Townsend                 $315
       Daniel S. Stocker                 $275
       Kristy A. Druskinis               $110
  
The CRO Agreement also provides that the Applicants will indemnify
and hold harmless MacKenzie, the restructuring associates, CM&D
and its principals and other employees from all expenses incurred
in connection with the engagement.

                      About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROPEX INC: Wants Plan-Filing Deadline Extended to October 20
-------------------------------------------------------------
Propex Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Eastern District of Tennessee to extend their
exclusive periods for filing a plan of reorganization until
October 20, 2008, and for soliciting votes for that plan until
December 19, 2008.  

An extension of the exclusive periods is necessary to provide the
Debtors with sufficient time to negotiate the terms of a Chapter
11 plan while allowing them to meet their obligations under the
DIP Credit Agreement, Henry J. Kaim, Esq., at King & Spalding,
LLP, in Houston, Texas, states.

According to Mr. Kaim, cause exists to extend the exclusive
periods considering the size and complexity of the Debtors'
cases.  He declares that the Debtors have $585,700,000 in assets
and approximately $527,400,000 in liabilities.  The Debtors
operate in 40 countries around the world with approximately 3,200
employees.  Mr. Kaim adds that 590 claims have been filed against
the Debtors as of July 16, 2008.

Mr. Kaim asserts that since the bankruptcy filing, the Debtors'
management and employees have devoted substantial time and effort
to a number of tasks, including obtaining $60,000,000
postpetition financing, reviewing executory contracts and leases,
and providing the Debtors' business plan to the DIP lenders and
creditors.

The Debtors clarify that the extension request is not intended to
pressure creditors.  Rather, the Debtors assert they need more
time to propose a viable plan of reorganization as contemplated
in the DIP Credit Agreement.  

Mr. Kaim maintains there are several unresolved contingencies in
the Debtors' bankruptcy cases.  An important contingency to
resolve is the issue raised by the Official Committee of
Unsecured Creditors with respect to the validity of a lien on the
Debtors' foreign subsidiaries, which may affect the proposed plan
negotiations, Mr. Kaim points out.  

The Debtors are still reviewing their contracts and lease
agreements to determine the benefits they contribute to their
estates.

                        About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-
10249).  The debtors' has selected Edward L. Ripley, Esq., Henry
J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  As of Sept. 30, 2007, the
debtors' balance sheet showed total assets of $585,700,000 and
total debts of $527,400,000.  The Debtors' exclusive period to
file a plan of reorganization expired on Aug. 21, 2008.

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


QUALITY HOME BRANDS: S&P Says CreditWatch Status Developing
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch status
on Cary, N.C.-based Quality Home Brands Holdings LLC to developing
from negative. As of March 31, 2008, Quality Home Brands had about
$462.6 million of debt (including about $44 million of holding
company payment-in-kind notes, and lease and pension adjustments).

S&P originally placed the 'CCC' rating on Quality Home Brands on
CreditWatch on April 8, 2008, following the company's weak
operating performance and weaker-than-expected credit measures for
the year ended Dec. 31, 2007. The CreditWatch revision also
reflects S&P's concerns that the company will remain challenged to
restore operating results and meet bank financial covenants in the
remainder of 2008, given the weak housing market and current
economic conditions.

The CreditWatch revision follows Quality Home Brands' receipt of
an amendment to its first-lien credit facility, which will provide
covenant relief and improve the company's liquidity position. The
amendment requires the company's financial sponsor to contribute
$20 million in additional common equity no later than Aug. 12,
2008, which Quality Home Brands will apply to the first-lien term
loan.

"We will monitor the timing of the equity contribution to ensure
that it is made by the due date and will also review Quality Home
Brands' 2008 second-quarter operating results when available,"
noted Standard & Poor's credit analyst Bea Chiem. If current
operating results stabilize and the bank amendment becomes
effective, we expect to raise the company's corporate credit
rating to 'B-'. "The CreditWatch developing listing continues to
reflect the possibility that we could lower the ratings on Quality
Home Brands, if it cannot improve its liquidity position and/or
negative operating trends worsen," she continued.


RADIOSHACK CORP: Fitch to Rate Proposed $300MM Conv. Notes 'BB'
---------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB' to RadioShack
Corporation's proposed $300 million convertible senior unsecured
notes due 2013.  The proceeds from the offering will be used to
finance the net cost of the convertible note hedge and warrant
transactions that RadioShack expects to enter into with affiliates
of Citigroup Global Markets Inc. and Banc of America Securities
LLC, as well as share repurchases in connection with the
convertible notes offering.

The balance will be used for general corporate purposes, including
working capital uses as RadioShack's $300 million revolving credit
facility is scheduled to terminate in June 2009.  The Rating
Outlook is Negative.

The rating reflects RadioShack's broad geographic store base and
recent improvement in operating results and credit metrics due to
management's turnaround plan.  In the last 12 months ending
June 30, 2008, EBIT margin increased to 8.9% from 4.2% in fiscal
2006.  This resulted in credit metrics strengthening, with total
adjusted debt/EBITDAR improving to 3.6 times versus 4.8x and
EBITDAR to interest plus rent increasing to 2.3x versus 1.8x
during the comparable time period.  Fitch anticipates RadioShack's
leverage will increase following the convertible notes issuance.  

However, the convertible notes will provide the company with
additional liquidity when the $300 million credit facility expires
next year.  In addition, Fitch expects the company will remain
prudent in its financial management and does not expect RadioShack
to repurchase any additional shares in fiscal 2008 besides the
share repurchases in conjunction with the convertible notes
offering.

The rating also considers the continued soft operating trends in
many of RadioShack's business segments, Fitch's concern about
RadioShack's long-term ability to produce sustainable revenue
growth and profitability, and a highly competitive operating
environment.


RALLY PARTNERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rally Partners, Inc.
        dba Great Race
        dba Great American Race
        7500 E. Arapahoe Rd., Ste. 155
        Centennial, CO 80112

Bankruptcy Case No.: 08-21987

Chapter 11 Petition Date: August 11, 2008

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Jeffrey Weinman, Esq.
                     Email: jweinman@epitrustee.com
                  William A. Richey, Esq.
                     Email: lkraai@weinmanpc.com
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: (303) 572-1010

Total Assets: $35,500

Total Debts:  $2,469,331

A copy of Rally Partners, Inc's petition is available for free at:

      http://bankrupt.com/misc/cob08-21987.pdf


RASC SERIES: Moody's Publishes Underlying Ratings of Class A Notes
------------------------------------------------------------------
Moody's Investors Service published, at the issuers' request, the
underlying ratings on these notes that are guaranteed by Financial
Guaranty Insurance Company.  The underlying rating reflects the
intrinsic credit quality of the notes in the absence of the
guarantee.  The current ratings on these notes are consistent with
Moody's practice of rating insured securities at the higher of the
guarantor's insurance financial strength rating and any underlying
rating that is public.

The determination of the underlying ratings considered qualitative
and quantitative factors, including structural features of the
transactions.

Complete rating actions are:

Issuer: RASC Series 2001-KS1

Class Description: Class A-I-5

  -- Current Rating: Aa3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: Aa3

Class Description: Class A-I-6

  -- Current Rating: Aa3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: Aa3

Class Description: Class A-II

  -- Current Rating: Aa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: Aa2

Issuer: RASC Series 2004-KS7

Class Description: Class A-I-3

  -- Current Rating: Ba3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: Ba3

Class Description: Class A-I-4

  -- Current Rating: B1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: B1

Class Description: Class A-I-5

  -- Current Rating: B1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: B2

Class Description: Class A-I-6

  -- Current Rating: B1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: B1

Class Description: Class A-II-A

  -- Current Rating: B1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: B2

Class Description: Class A-II-B2

  -- Current Rating: Baa3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: Baa3

Class Description: Class A-II-B3

  -- Current Rating: B1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: B3

Issuer: RASC Series 2004-KS9

Class Description: Class A-I-3

  -- Current Rating: A2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: A2

Class Description: Class A-I-4

  -- Current Rating: Baa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: Baa2

Class Description: Class A-I-5

  -- Current Rating: Baa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: Baa2

Class Description: Class A-I-6

  -- Current Rating: Baa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: Baa2

Class Description: Class A-II-2

  -- Current Rating: Ba2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: Ba2

Class Description: Class A-II-3

  -- Current Rating: B1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: B3

Class Description: Class A-II-4

  -- Current Rating: B1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: B3

Issuer: RASC Series 2005-EMX5

Class Description: Class A-2

  -- Current Rating: Aa3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: Aa3

Class Description: Class A-3

  -- Current Rating: B1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: B1

Issuer: RASC Series 2007-EMX1

Class Description: Class A-I-1

  -- Current Rating: A1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: A1

Class Description: Class A-I-2

  -- Current Rating: Ba2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: Ba2

Class Description: Class A-I-3

  -- Current Rating: B1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: Caa2

Class Description: Class A-I-4

  -- Current Rating: B1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: Caa2

Class Description: Class A-II

  -- Current Rating: B1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (B1, negative outlook)

  -- Underlying Rating: B2


REVLON INC: Appoints Tamara Mellon as New Board Member
------------------------------------------------------
Revlon, Inc.'s board of directors has elected Tamara Mellon as a
new director, effectively immediately.  The election of Ms. Mellon
will increase the size of Revlon's board of directors to ten
members and increase the number of independent Directors to seven
members.  Revlon will continue to have a majority of independent
directors on its board.

Ms. Mellon is the president and founder of J. Choo Limited, a
leading manufacturer and international retailer of glamorous,
ready-to-wear women's shoes and accessories based in London,
England.  She has served in a senior executive capacity with Jimmy
Choo since its inception in 1996.  Ms. Mellon, 41, also serves on
the board of directors and on the Creative Advisory Board of The H
Company Holdings, LLC, a privately held holding company which owns
and manages the Halston fashion design company.

Commenting on the appointment of Ms. Mellon, Revlon chairman
Ronald O. Perelman said, "We would like to welcome Tamara to
Revlon's Board and believe that the Company will benefit greatly
from Tamara's experience and leadership.  [Ms. Mellon] is an
exceptional business woman with an extensive background in
business development, management and the consumer market.  The
Board and senior management look forward to working with Tamara
and utilizing her expertise as we continue to build our brands and
further strengthen our business to achieve our objective to
generate sustainable, profitable sales growth."

Commenting on her appointment to Revlon's board of directors, Ms.
Mellon said, "I am thrilled to become a director of Revlon, an
iconic brand in beauty and one that represents the image of a
confident glamorous woman.  I look forward to leveraging my
consumer insights and my experience in the luxury fashion business
to help the company grow its Revlon brand, and its other strong
brands around the world.  Also, I am proud to be part of a company
that does so much to benefit women's health and related causes."

                        About Revlon Inc.

Headquartered in New York City, Revlon Inc. (NYSE: REV)
-- http://www.revloninc.com/-- is a worldwide cosmetics, hair    
color, beauty tools, fragrances, skincare, anti-
perspirants/deodorants and personal care products company.  The
company's brands, which are sold worldwide, include Revlon(R),
Almay(R), Mitchum(R), Charlie(R), Gatineau(R) and Ultima II(R).

At June 30, 2008, the company's consolidated balance sheet showed
$883.7 million in total assets and $1.94 billion in total
liabilities, resulting in a roughly $1.06 billion stockholders'
deficit.


RIDGEMOUR MEYER: Files for Chapter 11 Bankruptcy in Manhattan
-------------------------------------------------------------
Ridgemour Meyer Properties LLC filed a chapter 11 petition with
the U.S. Bankruptcy Court for the Southern District of New York in
Manhattan.  Christopher Scinta of Bloomberg News says that
Ridgemour had a dispute with joint-venture partner Ginsburg
Development Companies LLC.

Bloomberg, citing court documents, relates that Ridgemour owns
three commercial properties in White Plains, New York.  Ridgemour
was awarded sole control over the White Plains properties through
a recent arbitration, Bloomberg states citing court documents.

The Debtor's bankruptcy filing, was intended to avoid some of the
arbitration ruling that reportedly directed Ridgemour to pay
Ginsburg in connection with a residential development in White
Plains, Bloomberg quotes Ginsburg president, Martin Ginsburg, as
stating.  Mr. Ginsburg said that "[b]ankruptcy is often the last
resort of scoundrels."  He added that both companies "had a very
bad partnership," Bloomberg notes.

Ridgemour listed $25 million in assets and $23 million in debts,
based on court documents.  Wachovia Bank N.A. asserts $3.7 million
in disputed claim.

Ridgemour president A.J. Rotonde stated in a court document that
the Debtor's properties may increase in value through a lease-
development program and when the litigation and arbitration costs
are cut, Bloomberg relates.

New York-based Ridgemour Meyer Properties LLC is a real estate
developer.


RURAL CELLULAR: Completes $2.66 Bil. Purchase Deal with Verizon
---------------------------------------------------------------
Verizon Wireless, a joint venture of Verizon Communications and
Vodafone, completed its purchase of Rural Cellular Corporation,
doing business as Unicel, for $2.66 billion in cash and assumed
debt.

The acquisition will expand Verizon Wireless' network coverage to
many rural markets around the country and increases the company's
customers by more than 625,000.

The purchase will increase Verizon Wireless' licensed coverage
area by 4.7 million people, and will add licenses covering markets
in Maine, New Hampshire, Massachusetts, Alabama, Mississippi,
Minnesota, North Dakota, South Dakota, Wisconsin, Idaho,
Washington and Oregon.

                       Market Integration

Verizon Wireless will begin to serve customers in Rural Cellular
markets that will be merged with Verizon Wireless' operations.  
The company will continue to use the Unicel brand for the next
several months, as it works to integrate networks, and deploy CDMA
technology and high-speed wireless broadband service.  Verizon
Wireless will maintain Rural Cellular's existing GSM networks to
continue serving the roaming needs of other GSM carriers'
customers.

Customers in markets to be integrated will receive a letter in the
next few weeks informing them about the recently completed
purchase.  Also, before the network conversion in an area is
complete, customers will receive a letter from Verizon Wireless
explaining their service transition.  Customers who will require a
new handset due to network enhancements will receive information
about handset options, which will include a variety of free and
low-cost devices.  Customers do not need to take any action at
this time.

Virtually all Rural Cellular employees have received employment
offers and have accepted them.  During the network conversion
period, nearly every Unicel-branded store will remain open to
serve customers.  Unicel will be re-branded as Verizon Wireless in
phases when customers are transitioned to the Verizon Wireless
network and billing conversions are completed, beginning early in
2009 and continuing through mid-year.

                       Divestiture Markets

The completion of the Rural Cellular purchase required approvals
by the Department of Justice and the Federal Communications
Commission.  As a result of the approval process, Verizon Wireless
has placed Rural Cellular licenses and assets in Vermont, New York
and parts of Washington in a management trust.  The trust will
continue to operate the markets under the Unicel brand until they
are sold to a buyer, and these markets will not be integrated with
Verizon Wireless operations.

In addition, it is expected that Rural Cellular's markets in
southern Minnesota and western Kansas will be divested as a result
of the regulatory approval process for Verizon Wireless' proposed
purchase of Alltel Corporation.  Consequently, those markets also
will continue to be served under the Unicel brand, and will not be
integrated into Verizon Wireless.  Wireless service for Unicel
customers in the markets named above -- Vermont, New York, Kansas,
and parts of Washington and Minnesota -- will remain unchanged and
customers in these markets do not need to take any action at this
time.

                      Financial Information

Verizon Wireless expects to realize approximately $1 billion in
synergies in reduced roaming and operations expenses.

Under the terms of the acquisition, Verizon Wireless paid $45 in
cash for each share of Rural Cellular's common stock for a total
common equity price of approximately $764 million on a fully
diluted basis.

Immediately prior to the closing of the transaction, Rural
Cellular called for redemption of all its outstanding long-term
notes, with a redemption date of September 5, 2008.  Following the
closing of the transaction, Verizon Communications Inc. guaranteed
these notes.

Verizon Wireless disclosed its agreement to acquire Rural Cellular
in July 2007, pending regulatory approval.  The FCC approved the
transaction earlier this month.

                   About Verizon Communications

Verizon Communications, Inc. -- http://www.verizon.com/-- is   
engaged in providing communication services.  The two segments
of the company are Wireline and Domestic Wireless.  Wireline
communications services include voice, Internet access,
broadband video and data, next generation Internet protocol
network services, network access, long distance and other
services.  The company provides these services to consumers,
carriers, businesses and government customers both domestically
and internationally in 150 countries.  Domestic Wireless'
products and services include wireless voice, data products and
other services, and equipment sales across the U.S.

                    About Rural Cellular Corp.

Based in Alexandria, Minnesota, Rural Cellular Corporation
(Nasdaq: RCCC) -- http://www.unicel.com/-- provides wireless
communication services to Midwest, Northeast, South and Northwest
markets located in 15 states.

On Oct. 4, 2007, the company disclosed that its shareholders voted
to approve the merger agreement providing for the acquisition of
Rural Cellular Corporation by Verizon Wireless for approximately
$2.67 billion in cash and assumed debt.  The acquisition is
subject to certain closing conditions, including governmental and
regulatory approvals, and is expected to close during the second
quarter of 2008.

Rural Cellular Corp.'s consolidated balance sheet at March 31,
2008, showed $1.3 billion in total assets, $1.9 billion in total
liabilities, and $205.7 million in redeemable preferred stock,
resulting in a $785.4 million total stockholders' deficit.

                          *     *     *

Rural Cellular Corporation still carries Moody's Ratings' 'B1'
Corp. Family and Probability of Default Ratings.


SAINT ANNES: Files for Chapter 11 Bankruptcy in Delaware
--------------------------------------------------------
Dawn McCarty of Bloomberg News reports that Saint Annes Club LLC
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
before the United States Bankruptcy Court for the District of
Delaware.

The company listed assets of between $10 million and $50 million,
and debts of between $1 million and $10 million, Bloomberg says.  
The company owes at least $590,956 in claims to unsecured
creditors, including SGM, which is owed $186,000; Tebco
Irrigation, $102,560; and Midlantic Machinery Inc., $120,918, the
report notes.

The company, the report says, will pay its unsecured creditors.

Headquartered in Middletown, Delaware, Saint Annes Club LLC -
http://www.saintannesclub.com/-- is a family owned business.  The  
company's courses are Back Creek, the Levels and Frog Hollow.


SALLY BEAUTY: June 30 Balance Sheet Upside-Down by $701 Million
---------------------------------------------------------------
Sally Beauty Holdings Inc. disclosed Thursday financial results
for its third quarter ended June 30, 2008.

At June 30, 2008, the company's consolidated balance sheet showed
$1.49 billion in total assets, $2.19 billion in total liabilities,
and $6.1 million in stock options subject to redemption, resulting
in a roughly $701.0 million stockholders' deficit.

On a GAAP basis, net earnings for the fiscal 2008 third quarter
more than doubled to reach $29.4 million, compared to
$13.4 million for the fiscal 2007 third quarter.

Consolidated net sales for the fiscal 2008 third quarter were
$676.8 million versus net sales of $634.9 million in the fiscal
2007 third quarter, an increase of 6.6%.  This increase is
attributed to consolidated same stores growth of 3.4% over the
fiscal 2007 third quarter, the addition of new stores, and the
acquisition of Pro-Duo, N.V on May 8, 2008.

For the fiscal 2008 third quarter, adjusted net earnings, a non-
GAAP measure, were $24.5 million, after adjusting for
$4.9 million in non-cash interest credit from marked-to-market
changes in the fair value of two of the company's interest rate
swaps.  For the fiscal 2007 third quarter, adjusted net earnings
were $11.0 million, after adjusting for $2.5 million in non-cash
interest credit.  

"As demonstrated by our strong financial performance, we continue
to execute on our initiatives set forth at the beginning of the
2008 fiscal year and deliver strong results despite the
challenging business environment," stated Gary Winterhalter,
president and chief executive officer.  "We significantly improved
the bottom line year-over-year and consolidated net sales and same
store sales comparables have sequentially improved for the third
quarter in a row.  We believe our operating results are further
evidence that our business is fairly recession resistant."

Consolidated gross profit for the fiscal 2008 third quarter was
$315.1 million, an increase of 8.3% over last years gross profit
of $290.9 million.  Gross profit as a percentage of sales was
46.6%, an 80 basis point improvement over 45.8% in the fiscal 2007
third quarter.

For the fiscal 2008 third quarter, selling, general and
administrative (SG&A) expenses were $226.7 million, or 33.5% of
sales, a 140 basis point improvement over the fiscal 2007 third
quarter metric of 34.9% of sales and total SG&A of $221.5 million.   
Fiscal 2008 third quarter SG&A expense increased $5.2 million, or
2.3%, compared to the fiscal 2007 third quarter primarily due to
acquisition related costs for Pro-Duo and increased rent expense
for new stores.  

Interest expense, net of interest income, for the fiscal 2008
third quarter was $29.9 million and included $7.6 million of non-
cash credit related to two of the company's interest rate swap
transactions.  Fiscal 2007 third quarter interest expense included
$4.0 million of non-cash credit for the marked-to-market change in
fair value for these interest rate swap transactions.

Income taxes were $17.3 million for the fiscal 2008 third quarter.  
The company's effective tax rate for fiscal 2008 is currently
projected to be approximately 36.0%.

                   Financial Position, Capital
                 Expenditures and Working Capital

Cash and cash equivalents as of June 30, 2008, were $33.7 million.  
As of June 30, 2008, the company had $306.9 million available for
additional borrowings under its asset-based (ABL) facility,
subject to borrowing base limitations, as reduced by outstanding
letters of credit.  The company paid down $4.2 million of its
Senior Term Loans during the fiscal 2008 third quarter.  The
company's debt, excluding capital leases, totaled $1.8 billion as
of June 30, 2008.

Capital expenditures in the fiscal 2008 third quarter were
$10.0 million.  During the fiscal 2008 third quarter the company
completed the acquisition of Pro-Duo for a total of approximately
$30.0 million.

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?30b2

                        About Sally Beauty

Based in Denton, Texas, Sally Beauty Holdings Inc. (NYSE: SBH)
-- http://www.sallybeautyholdings.com/-- is an international    
specialty retailer and distributor of professional beauty
supplies.  Through the Sally Beauty Supply and Beauty Systems
Group businesses, the company sells and distributes through over
3,500 stores, including approximately 200 franchised units,
throughout the United States, the United Kingdom, Canada, Puerto
Rico, Mexico, Japan, Ireland, Spain and Germany.  

Beauty Systems Group stores, branded as CosmoProf or Armstrong
McCall stores, along with its outside sales consultants, sell up
to 9,800 professionally branded products including Paul Mitchell,
Wella, Sebastian, Goldwell, and TIGI which are targeted
exclusively for professional and salon use and resale to their
customers.  


SBARRO INC: S&P Cuts Rating to 'CCC+' on Covenant Compliance Worry
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Melville, N.Y.-based Sbarro Inc. to 'CCC+' from 'B-'.
Concurrently, S&P lowered the ratings on the company's $25 million
revolving facility and $183 million first-lien term loan to 'B-'
from 'B+', and revised the recovery ratings on these facilities to
'2' from '1'. S&P also lowered the rating on the $150 million
senior notes to 'CCC-' from 'CCC+' and affirmed the recovery
rating of '6' on this debt issue. The outlook is negative.

"The downgrade reflects the growing possibility that Sbarro will
breach financial covenants under the senior secured credit
facilities because poor operating performance is continuing to
erode EBITDA," said Standard & Poor's credit analyst Mariola
Borysiak. The EBITDA cushion narrowed significantly in the quarter
ended June 30, 2008, and the maximum leverage covenant becomes
more restrictive in the fourth quarter ending Dec. 31, 2008. "Pro
forma for the change in the covenant level, Sbarro would be out of
compliance," added Ms. Borysiak.


SEMGROUP LP: Court OKs Use of Cash Collateral for White Cliff
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware permitted
SemGroup L.P. and its debtor-affiliates to use some cash
collateral for the completion of the $240 million White Cliff
Pipeline project, The Calgary Herald reported.

"The existing investment will be imperiled, if not lost," and the
finished project promises "meaningful value" to the company and
creditors, Judge Brendan Linehan Shannon said, according to the
report.

        Parties Stipulate on the Management of White Cliff

The Debtors, General Electric Capital Corporation, PE-Pipeline
Services, LLC, and White Cliffs Pipeline, LLC, in a Court-approved
stipulation, agreed to a temporary restraining order regarding the
management and operations of White Cliffs.

The Troubled Company Reporter said on July 28, 2008, that GECC, as
administrative agent for a group of lenders on a $120,000,000
loan, on July 18, 2008, notified the Debtors that they are in
default under the prepetition secured loan, and that all of
SemCrude Pipeline, L.L.C.'s membership interest in non-debtor
White Cliffs Pipeline, LLC, ceased and became vested in GECC.

Pursuant to the stipulation, SemCrude Pipeline LLC continued until
Aug. 8, 2008, in the managing the day-to-day physical operations
of White Cliffs, subject to the oversight and supervision of PE-
Pipeline, which will have final decision-making authority.

The Debtors provided GECC and PE-Pipeline a detailed cash
budget for the period through Aug. 8, 2008, setting forth (i)
all costs that must be funded during the period for the
construction of the White Cliffs to continue in the ordinary
course, and (ii) all sources of cash available to the Debtors to
pay the interim project costs.

The Debtors will provide access to PE-Pipeline to books, records,
and other documents relating to White Cliffs.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 4 and 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: Pioneer Asserts $30 Million Pre-Bankruptcy Claims
--------------------------------------------------------------
Pioneer Natural Resources Company said that it has approximately
$30 million of unpaid pre-bankruptcy claims for condensate sold
to certain subsidiaries of SemGroup, L.P.

In July 2008, SemGroup, L.P. announced that it and certain of its
subsidiaries filed petitions for reorganization under Chapter 11
of the U.S. Bankruptcy Code.

Pioneer is seeking payment of its pre-bankruptcy claim as a
critical supplier under a Supplier Protection Program created by
SemGroup and approved by the Bankruptcy Court on July 23.  The
intent of this program is for SemGroup to pay certain critical
suppliers their pre-bankruptcy claims in full and continue paying
such suppliers in exchange for their willingness to continue
performance. It is premature at this time to predict the timing of
payments under this program.

The condensate supplied to SemGroup is produced from Pioneer's
West Panhandle gas field and is processed at Pioneer's Fain plant
in the Texas Panhandle. Pioneer continues to supply condensate to
SemGroup. However, the Company is monitoring SemGroup's situation
closely and will sell its condensate to alternate purchasers
should it become necessary to do so.

                          About Pioneer

Pioneer Natural Resources Company -- http://www.pxd.com/-- is a  
large independent oil and gas exploration and production company,
headquartered in Dallas, with operations in the United States,
South Africa and Tunisia.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: U.S. Trustee Forms Seven-Member Creditors' Panel
-------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Roberta A.
DeAngelis, Acting United States Trustee for Region 3, appointed
seven members to the Official Committee of Unsecured Creditors in
the chapter 11 case of SemGroup, L.P., and its 24 debtor
affiliates:

   1. Central Crude Corporation
      Attn: Charles B. Wilson
      PO Box 21110
      Wichita, Kansas 67208
      Tel: 316-337-8378
      Fax: 316-265-7372

   2. BP Oil Supply Company
      Attn: Daniel Rosen
      28301 Ferry Road
      Warrenville, Illinois 60555
      Tel: 630-836-4544
      Fax: 630-836-4600

   3. ConocoPhillips Company
      Attn: George A. Padilla
      600 North Dairy Ashford, CH 2116-B
      Houston, Texas 77079
      Tel: 281-293-6795
      Fax: 281-293-2690

   4. Crude Marketing & Transportation, Inc.
      Attn: Phillip M. Burch
      16 E. 16th Street, Ste. 300
      Tulsa, Oklahoma 74119
      Tel: 918-398-2715
      Fax: 918-584-4128

   5. HSBC Bank USA, National Association
      Attn: Sandra E. Horwitz
      452 Fifth Ave.
      New York, New York 10018
      Tel: 212-525-1358
      Fax: 212-525-1300

   6. Pacific Investment Management Company LLC
      Attn: David C. Flattum
      840 Newport Center Drive, Suite 100
      Newport Beach, California 92660
      Tel: 949-720-6000
      Fax: 949-720-6361

   7. Western Asset Management Company
      Attn: W. Stephen Venable, Jr.
      385 E. Colorado Blvd.
      Pasadena, California 91101
      Tel: 626-844-9400
      Fax: 626-844-4451

All of the members of the Creditors' Committee are listed in the
Debtors' Chapter 11 petition as one of their largest unsecured
trade creditors.  BP Oil, Central Crude, ConocoPhillips, and
Crude Marketing hold trade debts totaling more than $320,000,000
against the Debtors:

      BP Oil             $159,004,586
      Central Crude        52,196,576
      ConocoPhillips       74,178,604
      Crude Marketing      40,841,569

HSBC Bank is the successor Indenture Trustee for the 8-3/4%
Senior Notes due 2015 issued by SemGroup, L.P., and SemGroup
Finance Corp.  PIMCO holds an $86,000,000 bond debt against the
Debtors.  Western Asset holds a $77,000,000 bond debt against
Debtors.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: Five Canadian Units File Separate CCAA Petitions
-------------------------------------------------------------
Affiliates of SemGroup L.P., SemCAMS ULC and SemCanada Crude
Company, filed petitions under the Companies' Creditors
Arrangement Act before the Court of Queen's Bench of Alberta,
Judicial District of Calgary.

Five other affiliates of the SemCAMS and SemCanada filed similar
CCAA petitions:

   * SemCanada Energy Company
   * A.E. Sharp, Ltd.
   * CEG Energy Options, Inc.
   * 319278 Nova Scotia Company
   * 1380331 Alberta ULC

The CCAA Applicants are represented by A. Robert Anderson, Q.C.,
Esq., at Blake, Cassels & Graydon LLP, in Calgary, Alberta.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: Monitor Provides Update on CCAA Proceedings
--------------------------------------------------------
Ernst & Young, Inc., the appointed monitor of SemCanada Crude
Company and affiliates' reorganization proceedings before the
Canadian Companies' Creditors Arrangement Act, reported that on
Aug. 5, 2008, SemCAMS ULC, SemCanada Crude Company, SemCanada
Energy Company, A.E. Sharp, Ltd., CEG Energy Options, Inc.,
319278 Nova Scotia Company, and 1380331 Alberta ULC, on the one
hand, and the Bank of Montreal, on the other hand, have reached
an agreement as to the use of deposits at the bank.  

The Monitor also reported that the 319278 is seeking permission
from the CCAA Court to execute a shareholder resolution for the
sale of Wholesale Energy Group, ULC, to Universal Energy
Corporation.  319278 owns 75% of WEG.

According to the Monitor, WEG's book of business as of July 22,
2008, was negative because 319278 lost all of the contracted
natural gas purchase positions needed for the WEG retail sales.  
WEG has limited cash on hand and does not have the financial
resources to contract for the required natural gas purchases to
lock down the book of business.  The Monitor said Universal's
offer for WEG is the best and highest offer received by 319278.

Universal's offer contemplates:

   -- payment of $2,175,000 for WEG for its customer contracts
      plus the actual costs incurred by WEG for the supply of
      natural gas to WEG customer accounts for August;

   -- payment of $375,000 to Lesley Green, WEG's sole director,
      for consulting fees;

   -- 319278's acquisition of the remaining 25% shareholding in
      WEG for $1.00; and

   -- the transfer of certain office fixed assets to the the
      holder of the 25% shareholder interest in WEG.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SHADOW LAKES: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Shadow Lakes Development, LLC
        9112 Hard Dr.
        Foley, AL 36535

Bankruptcy Case No.: 08-12887

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: August 8, 2008

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: A. Richard Maples, Jr., Esq.
                     Email: maplex@bellsouth.net
                  Maples & Fontenot, L.P.
                  P.O. Box 1281
                  Mobile, AL 36633-1281
                  Tel: (251) 432-2629
                  Fax: (251) 432-3629

Total Assets: $1,350,557

Total Debts:  $2,146,000

A copy of Shadow Lakes Development, LLC's petition is available
for free at http://bankrupt.com/misc/alsb08-12887.pdf


SPRINT NEXTEL: DBRS Rates Proposed $3 Bil. Preferred Shares 'BB'
----------------------------------------------------------------
DBRS has assigned the Sprint Nextel Corporation proposed issuance
of $3.0 billion of Cumulative Perpetual Convertible Preferred
Shares a rating of BB.  The trend is Negative.

This offering is being done by way of Rule 144a under the
Securities Act of 1933.  The shares will have an aggregate
liquidation preference of $1,000 per share for a total of
$3.0 billion and will be convertible into shares of Sprint Nextel
common stock.  

The company also expects to grant the initial purchasers a 30-day
option to purchase up to 450,000 shares of additional preferred
shares.

DBRS expects the proceeds from this offering to be used for
general corporate purposes, which may include debt reduction.


STRATOS GLOBAL: S&P Affirms 'B+' Rating on Better Performance
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Newfoundland-based satellite communications provider Stratos
Global Corp. to positive from stable. At the same time, S&P
affirmed the ratings, including the 'B+' long-term corporate
credit rating, on the company. At June 30, Stratos had US$362
million of reported debt outstanding.

"The outlook revision reflects Stratos' improving operating
performance, which has allowed the company to improve its adjusted
debt leverage, cash flow protection metrics, and liquidity," said
Standard & Poor's credit analyst Madhav Hari. Inmarsat PLC's
exercise of its option to acquire Stratos (after April 14, 2009)
is a key near-term catalyst that could lead S&P to raise the
ratings. Another important factor is the favorable renewal of the
company's commercial framework agreement with Inmarsat.

The ratings on Stratos reflect the below-average industry profile
of the remote communications sector, which is a highly competitive
niche segment within the broader telecommunications sector; highly
volatile revenues and profitability; and the ongoing revenue shift
to lower-margin, very small aperture terminal and fourth-
generation Inmarsat broadband offerings, which will result in
future operating margins remaining below historical levels. The
ratings also reflect uncertainty about Stratos' ability to
favorably renew its wholesale agreement with Inmarsat, as well as
the company's high (albeit improving) debt leverage and credit
measures.

The positive outlook reflects Stratos' improved operating
performance, which should allow the company to modestly improve
its credit measures. Inmarsat's acquisition of Stratos is a key
near-term catalyst that could lead S&P to raise the ratings.
Alternatively, S&P could lower the ratings or revise the outlook
to stable on Stratos should the company fail to meet S&P's
operational expectations, if there is evidence that Inmarsat will
not acquire Stratos, or if Stratos fails to reach a favorable
operating agreement with Inmarsat before the agreement expires on
April 14, 2009.


SUN MICROSYSTEMS: Moody's Confirms Ba1 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Sun
Microsystems Inc. and revised the outlook to negative from stable.

These ratings were affirmed:

  -- Corporate Family Rating -- Ba1

  -- Probability of Default Rating -- Ba1

  -- $550 Million Senior Unsecured Notes due 2009 -- Ba1 (LGD-5,
     76%)

  -- Shelf Registration for Senior Unsecured, Subordinated Debt  
     and Preferred Securities - (P)Ba1 (LGD-5, 76%); (P)Ba2 (LGD-
     6, 99%); and (P)Ba2 (LGD-6, 99%)

The negative outlook reflects Moody's expectations of continued
deterioration in Sun's operating profile in view of declining
product sales, reduced profitability and market share contraction
amid the current softening global macro-economic environment.  The
negative outlook also incorporates concerns about the company's
ability to support somewhat aggressive financial policies given
the cyclical nature of its network computing business.  For
example, how the company manages share repurchases and
acquisitions during a period of weaker operating performance will
be an important factor in Moody's analysis of Sun's Ba1 ratings.
Ratings could be downgraded should Moody's witness a pronounced
increase in business or financial risk, loss of market share, ASP
pressure and/or gross/operating margin erosion.

Sun's underperformance stems from lower (average) unit prices
resulting in gross margins below 45% in the last two quarters.  
The company's product mix has changed as the demand for high-end
servers (which carry richer margins) has declined and revenues
from lower margin mid-range and enterprise storage products
increased as a percent of revenues.  According to the most recent
server industry report from Gartner (for the quarter ended March
2008), Sun has fallen to fourth place after tying Dell (A2/Stable)
in 2007 for the number three server position worldwide.  In recent
quarters, Dell has recorded strong revenue and shipment growth
that outpaced the industry.

Moody's affirmation of Sun's Ba1 rating recognizes the company's
solid global market position, improving (though modestly
concentrated) geographic and customer diversification, stable
recurring revenue stream in the form of long-term support service
contracts and management's track record of maintaining relatively
good financial flexibility.

The rating is constrained by the following factors, which Moody's
will monitor closely going forward: (i) the new $1 billion stock
repurchase program, which follows its soon-to-be completed $3
billion share buyback program (implemented May 2007); (ii)
potential appetite for further large cash acquisitions; (iii)
declining, albeit sizeable cash and marketable securities balance;
(iv) potential for weaker free cash flow generation stemming from
declining ASPs and reduced end market demand for high-end servers
from financial services, telecommunications and retail customers,
where Sun has large exposures; (v) a challenging U.S. macro-
environment (U.S. revenues down 8% in fiscal 2008); sluggish EMEA
growth (5% revenue growth in fiscal 2008 vs. 7.6% in fiscal 2007);
and signs of sharply lower growth in Asia-Pacific (2.7% revenue
growth in fiscal 2008 vs. 11.2% in fiscal 2007); and (vi) Sun's
ability to manage its operating expenses in a more difficult
business environment.

Moody's expects Sun to generate lower gross cash flow over at
least the next quarter as it adjusts to lower sales volumes and
manages reduced/delayed demand from U.S. and Asian customers.
Despite operating weakness, Sun's financial position remains
solid. Cash and liquid long-term investments currently approximate
$3.3 billion (down from $5.9 billion at fiscal year end 2007)
compared to $1.3 billion of senior unsecured debt.

Sun Microsystems Inc., based in Santa Clara, California, is a
leading worldwide provider of network computing systems and
service solutions for enterprise customers. Net revenues for the
fiscal year ended June 30, 2008 were $13.9 billion.


SYNCORA HOLDINGS: Fitch Revises Watch to Positive from Evolving
---------------------------------------------------------------
Fitch Ratings has revised the Rating Watch of Syncora Holdings
Ltd. (Syncora, formerly Security Capital Assurance Ltd.) and its
financial guaranty subsidiaries to Positive from Evolving.

Syncora Guarantee Inc. (SGI, formerly XL Capital Assurance Inc.)
Syncora Guarantee (U.K.) Ltd. (SG-UK, formerly XL Capital
Assurance (U.K.) Ltd.)

Syncora Guarantee Re Ltd. (SGRe, formerly XL Financial Assurance
Ltd.)
  -- Insurer financial strength 'CCC'.

Syncora Holding Ltd.
  -- Long Term Issuer 'CCC-';
  -- $250 million fixed/floating series A perpetual non-cumulative
     preference shares 'CCC-'.

Twin Reefs Pass-Through Trust
  -- $200 million pass-through trust securities 'CCC-'.

Syncora announced on Aug. 5 that it had finalized a transaction
with Merrill Lynch & Co. and Merrill Lynch International under
which the parties terminated eight structured finance
collateralized debt obligations transactions executed as credit
default swaps totaling $3.74 billion in exchange for a payment
from SGI of $500 million to MLI.  The elimination of the ML SF CDO
transactions, as well as potential commutations with financial
counterparties on other SF CDOs, is significantly capital
accretive from the standpoint of Syncora and a positive for the
credit profile.  SGI and SGRe should be able to release a
significant level of reserves, allowing its statutory capital to
return to a positive value and materially reduces simulated
modeled losses under Fitch's proprietary financial guaranty
capital model.

Additionally, XL Capital Ltd (XL, 46% owner of Syncora prior to
the ML commutation) has reached agreement to make a final payment
of about $1.9 billion in exchange for termination of any remaining
exposure XL had to Syncora from its facultative reinsurance
contract, excess of loss reinsurance contract and unlimited
guaranty in support of any losses payable on Syncora's pre-August
2006 financial guaranty portfolio. The XL agreement is also
capital accretive and a positive for the credit profile of
Syncora.

The Rating Watch Positive reflects:

  -- the positive implications of enhancements to Syncora's
     financial and capital position given the execution of the
     settlement agreements; and

  -- the possibility that Syncora's ratings could be significantly
     upgraded upon full assessment of the remaining insured
     portfolio.

However, Fitch has not received updated financial and insured
portfolio information to fully assess recent portfolio
performance, including the decline in the credit quality of
Syncora's RMBS exposures.  Therefore, the 'CCC' IFS ratings on the
financial guaranty subsidiaries reflect this uncertainty and
remaining weakness in the company's exposure to its remaining SF
CDOs and direct RMBS.  Until this updated information is received
Fitch is unable to determine the ultimate rating following the
positive developments from these settlements.

Fitch notes that the pending ratings assessment of Syncora would
incorporate not only the improvement in Syncora's capital
position, but also Fitch's view of various qualitative factors.  
These would include Syncora's franchise value and business
outlook, which appear to be highly uncertain due to the negative
implications from the company's exposure to mortgage-related
credits.

In its previous release on Syncora, Fitch suggested the
possibility of considering the settlements with financial
counterparties, such as ML, as 'distressed' under the agency's
rating criteria.  In evaluating the settlement terms of the
commutations with ML, Fitch would note the terms of these
agreements were executed at pricing levels that are well below the
aggregate economic loss Fitch expects Syncora would have incurred
on these policies.  A determination of a Distressed Debt Exchange
ultimately incorporates some level of judgment.  One factor
suggesting this would not constitute a DDE in this instance was
the substantial contractual guarantees and reinsurance support
provided to Syncora by XL.  Ultimately, Syncora received over
$1.9 billion from XL to terminate these coverages.

Syncora is a Bermuda domiciled holding company whose primary
operating subsidiaries, SGI and SGRe, provide insurance,
reinsurance, and financial products and services throughout the
United States and internationally.  For March 31, 2008, Syncora
reported consolidated GAAP assets of $3.8 billion and shareholders
equity of approximately $348 million.  On an aggregated basis net
par outstanding totaled $155 billion as of March 31, 2008.


SYNTAX-BRILLIAN: Gets Final OK to Use Silver's $23 Mil. DIP Loan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Syntax-Brillian Corporation and its debtor-affiliates to obtain,
on a final basis, up to $23,000,000 in postpetition financing
under a DIP credit and guaranty agreement from a consortium of
financial institutions led by Silver Point Finance LLC, as
administrative agent and collateral agent.  The facility is
expected to mature by Sept. 2, 2008.

As reported in the Troubled Company Reporter on July 11, 2008, the
Debtors was allowed to access, in an interim basis, up to
$7,500,000 in postpetition financing.

On Oct. 26, 2007, the Debtors entered into a prepetition agreement
with Silver Point to provide financing of up to $250,000,000 in
loans in the aggregate.  The proceeds of the loans were used to
pay an existing credit facility with preferred bank and the
outstanding balance owed to CIT Group/Commercial Services, Inc.
pursuant to an account receivable factoring agreement dated Nov.
22, 2006.  The remaining balance of the proceeds were applied to
pay transaction fees and for general working capital -- including
the purchase of panel inventory.

The factoring agreement was terminated on July 7, 2008.

The obligations under the prepetition credit agreement are secured
by a first priority blanket lien on substantially all of the
Debtors' assets, plus a pledge of all of the capital stock of each
of the Debtors' domestic subsidiaries and Vivitar's foreign
subsidiaries -- excluding Vivitar Japan Co., Ltd.  The obligations
are guaranteed by both Vivitar and the Debtors.

As reported in the Troubled Company Reporter on July 9, 2008,
Vivitar Corporation did not file for bankruptcy.  The Debtors said
that it has initiated the sale of Vivitar for $60 million to
Olevia International Group LLC, the designated stalking-horse
bidder.

The Court also authorized the Debtors to use Silver Point's cash
collateral until Aug. 29, 2008.  A full-text copy of the cash flow
forecast is available for free at:

                http://ResearchArchives.com/t/s?2f51

Under the DIP agreement, the facility will incur interest at a per
annum rate equal to the great of, either:

   a) the Base Rate plus 8% and 15.5%; or

   b) the LIBOR Rate plus 9% and 13.5%.

The proceeds of the loans will be used to (i) pay for fees, costs,
expenses and other obligations owed to the lenders, (ii) fund
ongoing working capital requirements of the Debtors including
payments of administrative expenses incurred by professional
advisors to the Debtors, and (iii) to pay carve-out expenses.

The DIP loan is subject to a carve-out for payment to professional
advisors retained by the Debtors or the committee, and fees
incurred by the clerk of the Bankruptcy Court and the U.S.
Trustee.  There is a $200,000 carve-out for payment of fees
incurred by professionals advisors to the Debtors and the
committee.

To secure their DIP obligations, Silver Point will be
granted a superpriority administrative expense claims over all
administrative expenses of any kind, pursuant to Section 507(b) of
the Bankruptcy Code.

The DIP agreement contains appropriate and customary events of
default.

A full-text copy of the DIP Guaranty and Credit Agreement is
available for free at:

         Part One: http://ResearchArchives.com/t/s?2f52

         Part Two: http://ResearchArchives.com/t/s?2f53

Headquartered in Tempe, Arizona, Syntax-Brillian Corporation
(Nasdaq:BRLC) -- www.syntaxbrillian.com -- manufactures and
markets LCD HDTVs, digital cameras, and consumer electronics
products include Olevia(TM) brand high-definition widescreen LCD
televisions and Vivitar brand digital still and video cameras.
Syntax-Brillian is the sole shareholder of California-based
Vivitar Corporation.

The company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Delaware Lead Case No.08-11409 through
08-11409.  Dennis A. Meloro, Esq., and Victoria Watson Counihan,
Esq., at Greenberg Traurig LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 has yet to
appoint creditors to serve on an Official Committee of Unsecured
Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of $175,714,000 and total debts of
$259,389,000.


TEXAS INDUSTRIES: S&P Affirms 'BB-' on Sr. Unsec. Notes on Add-on
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' issue-level
rating on Texas Industries Inc.'s (TXI; BB-/Stable/--) existing
senior unsecured notes following the company's announcement of a
proposed $250 million add-on, which would bring the issue to $500
million. The recovery rating on this debt remains unchanged at '3'
, indicating the expectation of meaningful (50%-70%) recovery in
the event of a payment default.

TXI will use proceeds from the proposed notes to repay its
outstanding $150 million senior term loan and for general
corporate purposes, including capital expenditures. Pro forma for
the proposed transactions, S&P expects that TXI will have about
$575 million in adjusted debt outstanding, resulting in debt to
EBITDA of about 3x.

The ratings on Dallas-based TXI reflect its much smaller scale of
operations than global competitors', the cement industry's
cyclicality and seasonality, high capital and energy intensity,
and market and asset concentration in Texas and California.
Supporting the ratings are the high long-term demand for cement in
the U.S. relative to total production capacity, good operating
margins, adequate liquidity, and credit measures that are in line
with the rating.


TRANSMERIDIAN: Has Until Oct. 31 to Meet AMEX's Listing Standards
-----------------------------------------------------------------
Transmeridian Exploration Incorporated announced that the American
Stock Exchange has accepted the company's plan to regain
compliance with the AMEX's continued listing standards.

On May 22, 2008, the company received notice from the AMEX staff
indicating that the company is not in compliance with Section
1003(a)(iv) of the AMEX Company Guide due to sustained losses
which are so substantial in relation to its overall operations or
its existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the AMEX, as to whether the company will be able to continue
operations or meet its obligations as they mature.

The company was afforded the opportunity to submit a plan of
compliance to the AMEX and on June 5, 2008 presented its plan to
the AMEX.  The plan outlined the actions the company has taken and
will take that it expects would bring it into compliance with the
AMEX's continued listing standards.  

On July 30, 2008, the AMEX notified the company that it accepted
the company's plan and granted an extension until October 31, 2008
to regain compliance with the AMEX's continued listing standards.

The company will be subject to periodic review by the AMEX during
the extension period, and the company must continue to provide the
AMEX staff with updates in conjunction with the initiatives of its
plan.  Failure to make progress consistent with the plan or to
regain compliance with the AMEX's continued listing standards by
the end of the extension period could result in being delisted
from the AMEX.

                  About Transmeridian Exploration

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/ -- is an independent energy company  
established to acquire and develop oil reserves in the Caspian Sea
region of the former Soviet Union.  The company's primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan covered by License 1557 and the related exploration and
production contracts with the government of Kazakhstan.

Transmeridian Exploration's consolidated balance sheet at
March 31, 2008, showed $402.2 million in total assets, $341.2
million in total liabilities, and $92.5 million in redeemable
convertible preferred stock, resulting in a $31.5 million total
stockholders' deficit.

                        Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian's
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's negative working capital, stockholders' deficit, and
operating losses since its inception.

The company had a net working capital deficit of approximately
$56.2 million and a stockholders' deficit of approximately
$31.5 million at March 31, 2008.  Approximately 89.0% of the
company's accounts payable at March 31, 2008, have been
outstanding more than 120 days.


TRONOX WORLDWIDE: Tightening Liquidity Cues Fitch's 'CCC' IDR
-------------------------------------------------------------
Fitch Ratings has downgraded Tronox Worldwide LLC's ratings as:

  -- Issuer Default Rating to 'CCC' from 'B';
  -- $250 million senior secured bank revolver to 'B'/RR1' from
     'BB'/RR1';

  -- $125 million (at March 31, 2008) senior secured term loan to
     'B'/RR1' from 'BB'/RR1';

  -- $350 million senior unsecured to 'CCC'/RR4 from 'B'/RR4'.

The Rating Outlook remains Negative.

Tronox Worldwide LLC and Tronox Finance Corp. are co-issuers of
the senior unsecured notes.

The downgrade reflects a tightening of liquidity and reduced
flexibility following a weak quarter as well as the outlook for
continued cost pressure and anemic growth.

The ratings reflect Tronox's market position (12% of world market,
third largest producer), geographic reach, and strong customer
retention.  Growth rate projections for titanium dioxide are
modest and tend to track gross domestic product, and competition
tends to be on price.  In recent periods, margins have been
squeezed for TiO2 producers and relief is not expected in the
current year.

Fitch expects the cash drain in the second half of 2008 to be less
than the first half given conversion of accounts receivable and
return to normal operations at the Uerdingen, Germany and the
Kwinana, Western Australia plants.  Tronox has reduced headcount,
cut its dividend and reduced its capital spending.  In addition,
Tronox has obtained covenant amendments to its senior secured
credit agreement in February 2008 and July 2008.  In its second
quarter earnings release, Tronox stated that it 'continues to
evaluate all strategic alternatives to improve the business and
address ongoing challenges, including development opportunities,
mitigation of legacy liabilities, capital restructuring, land
sales and all other options available to it.  The company has
hired financial advisor Rothschild Inc. to further assist in its
evaluation of strategic alternatives.'

The Negative Rating Outlook reflects the possibility of further
downgrades if Tronox fails to obtain covenant relief as needed or
otherwise improve its liquidity.

Tronox is one of the leading global producers and marketers of
titanium dioxide.  In addition, Tronox produces electrolytic
manganese dioxide, sodium chlorate and boron-based and other
specialty chemicals.  The company generated Operating EBITDA of
$109.9 million on $1.4 billion in sales in 2007.


UNITED RENTALS: S&P Affirms 'BB-' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on United
Rentals Inc. and subsidiary United Rentals (North America) Inc.,
including the 'BB-' corporate credit rating on both entities, and
removed them from CreditWatch, where they were placed with
negative implications on June 10, 2008. The CreditWatch listing
followed the announcement that United Rentals Inc. (URI) had
bought $679 million of its preferred stock and was offering to buy
up to $679 million of its common stock for a total of $1.4 billion
in a mostly debt-financed transaction. The outlook is negative.

"The rating affirmation with a negative outlook reflects our
expectation that URI should, despite its aggressive financial
policies and the weakening nonresidential construction spending
environment, be able to generate sufficient free cash flow to
maintain leverage at about 3.5x," said Standard & Poor's credit
analyst John R. Sico. "Downside rating risk exists if end markets
weaken further than expected or if URI fails to reduce debt as
planned."

S&P remains concerned by the addition of a significant amount of
debt on the balance sheet at a time when conditions in end
markets, especially for nonresidential construction, are expected
to weaken. However, the company had reduced leverage to about 2.6x
at March 31, 2008, and the repurchases added about one additional
turn to the leverage on a pro forma basis. While S&P expects
EBITDA to weaken over the next 12 months, the planned reduction in
capital expenditures should be sufficient to generate cash flow to
reduce debt. Any departure from this plan could result in ratings
being lowered by one notch. URI's strategic decision to buy back
stock reflects an aggressive financial policy in its search for
alternatives to provide value to shareholders.

Final results from the tender offer for common shares reduced
purchases of common stock by about $80 million. Additionally, the
company has recently stated that it will generate a good amount of
free cash in 2008, about $350 million to $400 million, mainly as a
result of a significant planned reduction in capital expenditures.
At this time URI has called for the redemption of about $125
million of the holding company notes issued to fund the preferred
stock buyback. When repaid, this will amount to about $200 million
less debt since the announcement of the share buyback in June.

The ratings on Greenwich, Conn.-based URI reflect its weak
business risk profile based on its participation in the cyclical,
highly competitive, and fragmented equipment rental sector, as
well as its aggressive financial policy. Somewhat moderating these
risks are its position as the world's largest provider of
equipment rentals and good geographic, product, and customer
diversity.

The current ratings and outlook assumes that key end markets,
specifically nonresidential construction markets, will weaken
modestly in 2008 and decline by 8% in 2009. However, if
nonresidential spending drops significantly in 2009, or if free
cash flow generation fails to meet S&P's expectations in a
declining market, causing leverage to approach 4x, S&P could lower
the rating. Upside potential for the rating is limited at this
transition point in the cycle.


VALIDUS HOLDINGS: S&P Assigns 'BB+' Rating on Subordinated Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-'
counterparty credit rating on Bermuda-based Validus Holdings Ltd.
(Validus; NYSE:VR). The outlook is stable.

In addition, Standard & Poor's assigned its preliminary 'BBB-'
senior debt, 'BB+' subordinated debt, and 'BB' preferred stock
ratings to Validus' recently filed universal shelf registration.
The company has no intention of drawing down on the shelf at this
point.

"The assigned rating is based on Validus' good competitive
position, having leveraged its first mover advantage after
Katrina, Rita, Wilma by providing capacity to the market as well
as increasing its footprint, diversification and scope following
the acquisition of Talbot, strong capitalization, strong risk
controls around exposure management, and very strong operating
performance since inception," said Standard & Poor's credit
analyst Dennis Sugrue. "Partially offsetting these strengths are
the company's adequate strategic risk management practices, the
possibility of significant earnings volatility due to its short-
tail focus and catastrophe exposure (though this is mitigated by
the mix of business provided by the Talbot acquisition), and some
remaining integration and execution risks associated with the
acquisition of Talbot Holdings Ltd."

Standard & Poor's expects Validus' competitive position to remain
good throughout 2008. The additional scope and diversification
provided by Talbot has given Validus a footprint that should
enable it to compete on a global scale. The group's growth plans
for 2008 are reasonable, given Validus Re is practicing
responsible cycle management by cutting back on written premiums,
while Talbot is expanding in niche lines that should help the
group to manage the soft cycle. S&P expects continued prudent
cycle management in 2009, and do not expect Talbot to make any
material plays into new lines of business.

Standard & Poor's expects Validus to continue to exhibit strong
operating performance in years with normal catastrophe activity.
Results will be volatile due to the property-catastrophe focus of
the company, but this volatility is partially mitigated by the
diversification provided through the acquisition of Talbot. The
company's combined ratio is expected to be between 80%-85% and
return on revenue should be more than 20% for 2008, taking into
account increased expenses associated with the Talbot business and
public company expenses, as well as an upward expectation in
combined ratio as a result of an increase in direct business.

Capital adequacy is expected to remain strong over the next two-
three years. S&P does not expect the company to incur material
credit risk through retrocession, and reserving practices should
remain conservative.

At this point, potential for positive movement in the rating is
limited over the next 18-24 months, however, S&P will maintain
regular surveillance on the group and make any adjustments as it
sees fit. If the company experiences a catastrophe loss outside
its stated tolerances, bringing its exposure management and
modeling practices into question, or if S&P sees a lack of
progress in the development of the strategic risk management
processes, namely a broader implementation of the economic capital
model, it could result in a downgrade or negative outlook. Also,
given that the strength of Talbot's underwriting team provides
weight to the significance of the acquisition's effect on
competitive position, any large departures of syndicate
underwriters could put negative pressure on the rating.


WARREN MARCUS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Warren Marcus, LLC
        1701 Dunlap Avenue, Suite A
        Marinette, WI 54143
    
Bankruptcy Case No.: 08-28643

Court: Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: Claire Ann Resop, Esq.
                  von Briesen & Roper, s.c.
                  1 North Pinckney Street, #300
                  Madison, WI 53703
                  Tel: (608) 441-0300
                  Email: cresop@vonbriesen.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of Warren Marcus, LLC's list of 20 largest creditors is
available for free at:

      http://bankrupt.com/misc/wieb08-28643.pdf  


WHOLE FOODS: Corporate Credit Rating Lowered to 'BB' by S&P
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on the Austin, Texas-based Whole Foods Markets Inc. by one
notch to 'BB' from 'BB+'. The outlook is negative.

"The downgrade reflects that operating performance and
corresponding credit metrics were significantly weaker than
expected through the first three quarters of 2008," said Standard
& Poor's credit analyst Charles Pinson-Rose, "and our projection
that there may be only modest improvement over the next 12
months." The weak performance is the result of both greater
administrative expenses associated with the integration of stores
from the year-ago acquisition of Wild Oats Markets Inc., and from
a deceleration of same-store sales at the company's existing
stores in the past two quarters.


WORLDSPACE INC: Chief Operating Officers Resign
-----------------------------------------------
Worldspace, Inc. and Gregory B. Armstrong, co-chief operating
officer of the company, reached a mutual agreement on Aug. 1,
2008, with respect to Mr. Armstrong's departure from the company.

In connection with Mr. Armstrong's departure, the Employment
Agreement dated as of May 12, 2006 between Mr. Armstrong and the
company was terminated as of August 1, 2008.  The company and
Mr. Armstrong have agreed that, in connection with the departure:

     -- subject to approval by the company's Board of Directors,
        the vesting of 50,000 shares of restricted stock will be
        accelerated.  The 50,000 shares were part of a grant of
        performance-based restricted stock awards granted to
        Mr. Armstrong at the time he joined the company.  All
        other outstanding equity awards will be cancelled,
        effective immediately.

     -- the company will pay Mr. Armstrong all accrued vacation
        pay as of August 1, 2008, in the amount of $50,920.

     -- Mr. Armstrong agrees, for a period of one year following
        his departure from the company, not to compete with the
        company, directly or indirectly, in any satellite radio
        business outside the US in connection with research,
        development, consulting, manufacturing, purchasing,
        accounting, engineering, marketing, merchandising or
        selling of any conflicting product or service, directly or
        indirectly.

In addition, on August 1, 2008, the company received from
Alexander P. Brown, the other co-chief operating officer of the
company, a notice terminating the Employment Agreement dated as of
May 12, 2006 between Mr. Brown and the company.  The company and
Mr. Brown are in discussions as to any compensation payable to
Mr. Brown in connection with such determination.

                      About WorldSpace Inc.

Based in the Washington, DC metropolitan area, WorldSpace Inc.
(Nasdaq: WRSP) -- http://www.worldspace.com/-- is a media       
and entertainment company that offers a satellite radio to
consumers in more than 130 countries with five billion people,
driving 300 million cars.  It operates WORLDSPACE Satellite Radio,
which delivers the latest tunes, trends and information from
around the world and around the corner.  WORLDSPACE offers a
combination of local programming, original WORLDSPACE content and
content from brands around the globe including the BBC, CNN
International, Virgin Radio UK, NDTV and RFI.  WORLDSPACE's
satellites cover two-thirds of the earth's population with six
beams.  WorldSpace has offices in Australia and France.

The company's balance sheet at March 31, 2008, showed total assets
of $323.7 million and total liabilities of $2.1 billion and
minority interest of $608,000, resulting in total shareholders'
deficit of $1.7 billion.

                        Going Concern Doubt

As reported in the The Troubled company Reporter on May 1, 2008,
Grant Thornton LLP in McLean, Virginia, raised substantial doubt
about WorldSpace Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's net loss, negative working capital, and
shareholders' deficit.  Grant Thornton also cited that the
company's management does not believe its cash on hand and cash
available is sufficient to meet its operating needs during the
coming year.


* S&P Cuts Ratings on Two U.S. Alt-A RMBS Deals, Off Watch Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 12
classes from two residential mortgage-backed securities (RMBS)
transactions backed by U.S. Alternative-A (Alt-A) mortgage loan
collateral issued in 2005. At the same time, S&P removed these
ratings from CreditWatch with negative implications. Concurrently,
S&P affirmed its ratings on 13 other classes from these two
transactions. Both transactions are backed by a significant
percentage of adjustable-rate loans with initial reset periods of
three years or less.

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings given the current delinquency and loss levels for these
transactions and S&P's projection of future losses. S&P arrived at
its estimated projected losses for the Alt-A RMBS deals using the
analysis outlined in "Standard & Poor’s Revised Default And Loss
Curves For U.S. Alt-A RMBS Transactions," published Dec. 19, 2007,
on
RatingsDirect. For this analysis, S&P assumed a loss severity of
35% for U.S. Alt-A RMBS transactions backed by short-reset hybrid
collateral (loans with fixed-rate periods of three years or less).

As part of S&P's analysis, S&P considered the characteristics of
the underlying mortgage collateral, as well as macroeconomic
influences. For example, the risk profile of the underlying
mortgage pools influences S&P's default projections, while the
outlook for housing price appreciation and the health of the
housing market influence S&P's loss severity assumptions.     To
assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration. In order to
maintain a rating higher than 'B', a class had to absorb losses in
excess of the base-case assumption S&P used in S&P's analysis.  
For example, a class may have to withstand approximately 115% of
S&P's base-case loss assumption in order to maintain a 'BB'
rating, while a different class may have to withstand
approximately 125% of S&P's base-case loss assumption to maintain
a 'BBB' rating. Each class that has an affirmed 'AAA' rating can
withstand approximately 150% of S&P's base-case loss assumption
under its analysis, subject to individual caps and qualitative
factors assumed on specific transactions. S&P determined the caps
by limiting the amount of remaining defaults to 85% of the current
pool balances.

A combination of subordination, excess spread, and
overcollateralization provides credit support for the affected
transactions. The underlying collateral for these deals consists
of adjustable-rate U.S. Alt-A mortgage loans secured by first and
second liens on one- to four-family residential properties.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Nomura Asset Acceptance Corp. Alternative Loan Trust Series 2005-
AR6

                              Rating
Class      CUSIP         To             From

I-A        65535VRG5     BBB            AAA/Watch Neg
II-A-2     65535VRW0     BBB            AAA/Watch Neg
III-A-2    65535VRV2     BBB            AAA/Watch Neg
IV-A-2     65535VRL4     BBB            AAA/Watch Neg
M1         65535VRM2     CCC            AA/Watch Neg
M-2        65535VRN0     CC             A+/Watch Neg
M-3        65535VRP5     CC             BBB/Watch Neg
M-4        65535VRQ3     D              BB-/Watch Neg

RALI Series 2005-QA6 Trust
                              Rating
Class      CUSIP         To             From

M-2        76110H6J3     B              A/Watch Neg
M-3        76110H6K0     CC             BBB/Watch Neg
B-1        76110H6L8     CC             BB/Watch Neg
B-2        76110H6M6     D              B/Watch Neg

RATINGS AFFIRMED

Nomura Asset Acceptance Corp. Alternative Loan Trust Series 2005-
AR6

Class      CUSIP         Rating

II-A-1     65535VRH3     AAA
III-A-1    65535VRJ9     AAA
IV-A-1     65535VRK6     AAA

RALI Series 2005-QA6 Trust

Class      CUSIP         Rating

CB-I       76110H5Z8     AAA
NB-I       76110H6A2     AAA
CB-II      76110H6B0     AAA
NB-II-1    76110H6C8     AAA
NB-II-2    76110H6D6     AAA
NB-II-3    76110H6P9     AAA
A-III-1    76110H6E4     AAA
A-III-2    76110H6F1     AAA
R          76110H6G9     AAA
M-1        76110H6H7     AA


* Fitch: US CREL CDO Delinquencies Fall Slightly on Forbearance
---------------------------------------------------------------
Delinquencies within U.S. commercial real estate loan CDOs remain
relatively low and declined from June levels due to forbearance
and extensions, as well as asset managers' continued repurchasing
of troubled assets out of the pools, according to the July 2008
CREL CDO delinquency index from Fitch Ratings.

This month, the reported forbearance of a maturity defaulted loan
led to a slight decrease in the CREL CDO delinquency rate, to
1.46% from last month's rate of 1.58%.  If this loan were added
back in to the Index, the rate would increase to 1.80% due to the
inclusion of three smaller, newly delinquent loans.  The Index
includes loans that are 60 days or longer delinquent, matured
balloon loans, and the current period's repurchased assets.

The reduction in the Index is primarily attributed to a former
matured balloon loan that accounted for 34 basis points that is
currently operating under a forbearance agreement pursuant to
which interest is paid currently.  The two senior participation
interests and one junior participation interest in this loan,
which were contributed to three separate CREL CDOs, are likely to
be extended under a short-term extension agreement to allow the
sponsor to negotiate a potential sale or refinance of the
property.  Partially offsetting this decrease in the Index was the
addition of three new loans (24 bps); all of which were
multifamily or condo conversion loans.

In addition to the participated matured balloon described above,
another whole loan (four bps) dropped from this month's Index as
the asset manager granted it a nine month extension.  This month,
Fitch noted 25 reported loan extensions in July 2008, which is up
from last month's total of 20.  This statistic continues to trend
upwards reflecting the lower available liquidity for CRE loans.  
Over half of these extensions were not contemplated in the
original loan documents, and many are short term extensions of one
to three months.  By their actions, managers are indicating that
extending the loan to allow time to ride out the market is the
prudent course of action at this time.  Fitch is concerned that
this trend serves only to delay the possible realization of losses
on these loans.

Of the 19 loans in the July 2008 CREL Delinquency Index, nearly
one-third by balance are related to multifamily, condo conversion,
or residential land properties, including the three new
delinquencies this month.  Further, over 80% of the loans in the
30 day bucket are secured by multifamily properties.  Typically,
the multifamily loans are secured by assets in a state of
transition.  Generally the borrowers' business plan was to make
capital improvements to the property to improve the property
quality to the next category and thus increase rents.  But often
the capital dollars infused per unit were used more to cure
deferred maintenance or dated amenities as opposed to materially
improving the quality of the asset vis a vis the market.  As such,
projected rents have not been obtainable.

Increased delinquencies means riskier collateral pools.  Fitch
assumes a 100% probability of default in its modeling for loans
which are 60+ days delinquent.  Increases in delinquencies,
therefore, lead to increased Fitch poolwide expected losses, and
decreases in the Fitch PEL cushion as the PEL approaches the Fitch
PEL covenant.  Fitch recently placed the first CREL CDO on Rating
Watch Negative due to insufficient PEL cushion arising from
delinquencies.  One class of Gramercy RE CDO 2007-1 was placed on
Rating Watch Negative due to the delinquency and corresponding
default of two hotel loans.  

Further, over one-third of all Fitch rated CREL CDOs now have
below-average PEL cushions as of the last Fitch review.  The
decline in cushion is due to one or more of the following:
increased delinquencies, properties falling behind on their
business plans, reduced property net cash flows, and the
application of Fitch's corporate Portfolio Credit Model on the
corporate debt and REBL assets, if any, and the interim
surveillance stacking model methodology on the CMBS and CRE CDO
assets, if any.  While rising delinquencies will reduce managers'
reinvestment flexibility, the transactions were originally rated
to withstand some negative migration. Significant decreases in
cushions, however, could lead to more transactions placed on RWN
or downgrades.

Asset managers continue to repurchase assets from their CDOs.  For
this reporting period, asset managers repurchased three assets
(15 bps).  The repurchased assets consist of a mezzanine loan
secured by an interest in a New York City office portfolio and a
mezzanine loan secured by an interest in a portfolio of
multifamily properties located throughout the Unites States.  The
first mortgage of this multifamily portfolio remains in the CDO.  
The third repurchased asset consists of the first loss piece of a
commercial mortgage backed security.  Repurchases of troubled
loans are expected to be limited to the few issuers with liquidity
remaining within their balance sheets.  Repurchases of credit
impaired assets are an important component of the Index as their
exclusion would overstate the performance of the CDOs.


* Fitch: High Spreads & CDS Market Volatility Cause of Concern
--------------------------------------------------------------
Ongoing volatility in the credit default swap market combined with
higher spreads indicate continued widespread concerns related to
both financial and non-financial services sectors, according to a
Fitch Ratings in a new report.

'The combined effects on the economy of the depressed housing
market, the credit crisis in general and higher energy prices have
led to concerns about an increase in the corporate default rate,'
said Managing Director James Batterman.  'The result has been
sharply higher spreads compared to early last year, which is
indicative of the consensus view of further challenges ahead.'

Fitch's review examined changes in spreads and trade volumes by
industrial sector for both US and Euro denominated CDS, and
highlights the extent of trading activity of some of the more
liquid names, including those that have experienced significant
difficulties over the course of the credit crisis.*


* S&P Cuts 4 Ratings on Two U.S. Prime Jumbo RMBS Transactions
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage pass-through certificates from two U.S.
residential mortgage-backed securities (RMBS) transactions backed
by prime jumbo mortgage collateral. At the same time, S&P affirmed
its ratings on 80 classes from various transactions, including
those with lowered ratings.

The downgrades reflect either current or projected credit support
levels that were not sufficient to support the certificates at the
previous rating levels. Class B5 from Morgan Stanley Mortgage Loan
Trust 2004-4 and class II-B-5 from WaMu Mortgage Pass-Through
Certificates Series 2003-S5 Trust have both experienced principal
write-downs recently due to the depletion of credit support, which
prompted us to downgrade these classes to 'D'. During recent
months, these two deals have experienced deterioration in credit
support, and the dollar amount of loans in the delinquency
pipelines of these deals indicate that the pattern of losses could
continue. As of the July 2008 distribution period, cumulative
losses were 0.10% (WaMu Mortgage Pass-Through Certificates series
2003-S5 Trust, loan group 2) and 0.30% (Morgan Stanley Mortgage
Loan Trust series 2004-4) of the original pool balances. Total
delinquencies were 0.55% (WaMu Mortgage Pass-Through Certificates
Series 2003-S5 Trust, loan group 2) and 3.29% (Morgan Stanley
Mortgage Loan Trust 2004-4) of the current pool balances. The
deals were seasoned 46 and 61 months, respectively, as of the July
2008 distribution period.

The affirmations reflect actual and projected credit enhancement
percentages that are sufficient to support the current ratings. A
senior-subordinate structure provides credit support for these
transactions.

The collateral backing the certificates originally consisted of
15- to 30-year prime fixed- and adjustable-rate mortgage loans
secured by one- to four-family residential properties.

RATINGS LOWERED

Morgan Stanley Mortgage Loan Trust 2004-4
                              Rating
Class      CUSIP         To             From

B-4        61748HDY4     B              BB
B-5        61748HDZ1     D              CCC

WaMu Mortgage Pass-Through Certificates Series 2003-S5 Trust
                              Rating
Class      CUSIP         To             From

II-B-4     9292274A1     B              BB
II-B-5     9292274B9     D              B

RATINGS AFFIRMED

Morgan Stanley Mortgage Loan Trust 2004-4
Class      CUSIP         Rating

1-A-1      61748HCX7     AAA
1-A-2      61748HCY5     AAA
1-A-3      61748HCZ2     AAA
1-A-4      61748HDA6     AAA
1-A-5      61748HDB4     AAA
1-A-8      61748HDE8     AAA
1-A-9      61748HDF5     AAA
1-A-10     61748HDG3     AAA
1-A-11     61748HDH1     AAA
1-A-12     61748HDJ7     AAA
1-A-13     61748HDK4     AAA
1-A-14     61748HDL2     AAA
1-A-15     61748HDM0     AAA
1-A-X      61748HDN8     AAA
1-A-P      61748HDP3     AAA
2-A        61748HDQ1     AAA
3-A        61748HDV0     AAA
3-A-X      61748HDW8     AAA
3-A-P      61748HDX6     AAA
A-R        61748HDU2     AAA
B-1        61748HDR9     AA
B-2        61748HDS7     A
B-3        61748HDT5     BBB

Structured Asset Securities Corp. Series 2003-1
Class      CUSIP         Rating

1-A1       86359ALD3     AAA
1-A2       86359ALE1     AAA
1-A3       86359ALF8     AAA
1-A7       86359ALK7     AAA
1-AX       86359ALL5     AAA
2-A1       86359ALM3     AAA
3-A1       86359ALN1     AAA
4-A1       86359ALP6     AAA
AP         86359ALQ4     AAA
AX         86359ALR2     AAA
B1         86359ALS0     AA+
B2         86359ALT8     A+
B3         86359ALU5     BBB
B4         86359ALW1     BB
B5         86359ALX9     CCC

WaMu Mortgage Pass-Through Certificates Series 2003-S5 Trust
Class      CUSIP         Rating

I-A-1      9292272D7     AAA
I-A-2      9292272E5     AAA
I-A-3      9292272F2     AAA
I-A-4      9292272G0     AAA
I-A-5      9292272H8     AAA
I-A-6      9292272J4     AAA
I-A-7      9292272K1     AAA
I-A-8      9292272L9     AAA
I-A-9      9292272M7     AAA
I-A-10     9292272N5     AAA
I-A-11     9292272P0     AAA
I-A-12     9292272Q8     AAA
I-A-13     9292272R6     AAA
I-A-14     9292272S4     AAA
I-A-15     9292272T2     AAA
I-A-16     9292272U9     AAA
I-A-17     9292272V7     AAA
I-A-18     9292272W5     AAA
I-A-19     9292272X3     AAA
I-A-22     9292273A2     AAA
I-A-23     9292273B0     AAA
I-A-24     9292273C8     AAA
I-A-25     9292273D6     AAA
I-A-26     9292273E4     AAA
I-A-27     9292273F1     AAA
I-A-28     9292273G9     AAA
I-A-29     9292273H7     AAA
II-A       9292273J3     AAA
III-A      9292273K0     AAA
C-X        9292273V6     AAA
II-X       9292273W4     AAA
C-P        9292273L8     AAA
II-P       9292273M6     AAA
C-B-1      9292273N4     AA+
C-B-2      9292273P9     AA
C-B-3      9292273Q7     A+
II-B-1     9292273R5     AA+
II-B-2     9292273S3     AA-
II-B-3     9292273T1     BBB+
C-B-4      9292273X2     A-
C-B-5      9292273Y0     BB
R          9292273U8     AAA


* S&P Places 206 Ratings on 94 U.S. CDO Deals on Watch Neg
----------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its ratings on 206 classes from 94 U.S. cash flow and hybrid
collateralized debt obligation of asset-backed securities (CDO of
ABS) and CDO of CDO transactions.  The affected classes represent
an aggregate original issuance amount of approximately $31.96
billion.

The negative CreditWatch placements reflect S&P's view of
continued deterioration in the credit quality of the residential
mortgage-backed securities (RMBS) backing these CDO transactions,
as also reflected by the increase in the number of downgrade
actions Standard & Poor's has taken on the RMBS and CDO of ABS
securities held or referenced in the transactions' portfolios. Of
the 94 affected CDO transactions:

     -- 58 are mezzanine SF CDOs, generally defined as CDOs of ABS
collateralized at origination primarily by 'A' and 'BBB' rated
tranches of RMBS and other structured finance assets;

     -- 26 are high-grade CDOs of ABS, generally defined as CDOs
of ABS typically collateralized at origination primarily by 'AAA'
through 'A' rated tranches of RMBS and other structured finance
transactions; and

     -- 10 are CDOs of CDOs collateralized predominantly by
tranches from other CDO transactions.

Of the 206 ratings being placed on CreditWatch today, S&P has
lowered 107 one or more times, and 51 of the 94 affected CDO
transactions already have other tranches with ratings currently on
CreditWatch. Standard & Poor's expects to resolve the CreditWatch
placements on the affected transactions within the next month.

RATING PLACED ON CREDITWATCH NEGATIVE

                                               Rating
Transaction                   Class      To                 From

888 Tactical Fund Ltd.        S          CCC/Watch Neg      CCC
888 Tactical Fund Ltd.        A1         CCC-/Watch Neg     CCC-
ACA ABS 2005-2 Ltd.           A-1S       AAA/Watch Neg      AAA   
Altius II Funding Ltd.        C          A/Watch Neg        A     
Altius II Funding Ltd.        D          BBB/Watch Neg      BBB   
Ambassador Structured
  Finance CDO Ltd.            A-2        AAA/Watch Neg      AAA
Bayberry Funding Ltd.         II         AAA/Watch Neg      AAA   
Bayberry Funding Ltd.         III        AA/Watch Neg       AA    
Belle Haven ABS CDO
  2005-1 Ltd.                 A-2        AAA/Watch Neg      AAA   
Belle Haven ABS CDO
  2005-1 Ltd.                 B          AA/Watch Neg       AA    
Bering CDO I Ltd.             A-1S1      AAA/Watch Neg      AAA   
Blue Bell Funding Ltd.        A-1        AAA/Watch Neg      AAA   
Blue Bell Funding Ltd.        A-2        AA/Watch Neg       AA    
Blue Bell Funding Ltd.        B          BBB+/Watch Neg     BBB+  
Broderick CDO 1 Ltd.          A-1V       AAA/Watch Neg      AAA   
Broderick CDO 1 Ltd.          A-2        A+/Watch Neg       A+    
Broderick CDO 1 Ltd.          B          BBB/Watch Neg      BBB   
Broderick CDO 1 Ltd.          C          BB-/Watch Neg      BB-   
Broderick CDO 1 Ltd.          A-1NVA     AAA/Watch Neg      AAA   
Broderick CDO 1 Ltd.          A-1NVB     AAA/Watch Neg      AAA   
Buckingham CDO II Ltd.        CP     AAA/A-1+/WatchNeg  AAA/A-1+
Buckingham CDO II Ltd.        B          AA/Watch Neg       AA    
Buckingham CDO II Ltd.        C          AA-/Watch Neg      AA-   
Buckingham CDO II Ltd.        D          A-/Watch Neg       A-    
Burnham Harbor CDO
  2006-1 Ltd.                 A-1LB      AAA/Watch Neg      AAA   
Cairn Mezz ABS CDO 1 PLC      II         BB+/Watch Neg      BB+   
Cairn Mezz ABS CDO 1 PLC      III        BB/Watch Neg       BB    
Cairn Mezz ABS CDO 1 PLC      IV         BB-/Watch Neg      BB-   
CAMBER 3 plc                  A-1        AAA/Watch Neg      AAA   
CAMBER 3 plc                  A-2        AAA/Watch Neg      AAA   
C-BASS CBO XIV Ltd.           B          AA/Watch Neg       AA    
C-BASS CBO XIV Ltd.           C          A/Watch Neg        A     
C-BASS CBO XIV Ltd.           D          BBB/Watch Neg      BBB   
CETUS ABS CDO 2006-1 Ltd.     A-1        CCC/Watch Neg      CCC   
Cherry Creek CDO II Ltd.      A-1S       CCC/Watch Neg      CCC   
Cimarron CDO Ltd.             B         BBB-/Watch Neg     BBB-  
Citius I Funding Ltd.         B          CCC+/Watch Neg     CCC+  
Clifton I CDO Ltd.            A-1        CCC+/Watch Neg     CCC+  
Clifton I CDO Ltd.            A-2        CCC/Watch Neg      CCC   
Clifton I CDO Ltd.            A-3        CCC-/Watch Neg     CCC-  
Commodore CDO III Ltd.        A-2        AAA/Watch Neg      AAA   
Commodore CDO IV Ltd.         A-2        AAA/Watch Neg      AAA   
Commodore CDO IV Ltd.         B          AA/Watch Neg       AA    
Commodore CDO IV Ltd.         C          A/Watch Neg        A     
Commodore CDO IV Ltd.         D          BBB/Watch Neg      BBB   
Commodore CDO IV Ltd.         Comp Nts   BBB-/Watch Neg     BBB-  
Crystal River CDO
  2005-1 Ltd.                 E          BBB/Watch Neg      BBB   
Crystal River CDO
  2005-1 Ltd.                 F          BB/Watch Neg       BB    
Crystal River CDO
  2005-1 Ltd.                 G          BB-/Watch Neg      BB-   
Crystal River CDO
  2005-1 Ltd.                 H          B+/Watch Neg       B+    
Davis Square Funding
  IV Ltd.                     C          B/Watch Neg        B     
Davis Square Funding
  IV Ltd.                     D          CCC-/Watch Neg     CCC-  
Davis Square Funding
  V Ltd.                      C          BBB-/Watch Neg     BBB-  
Davis Square Funding
  V Ltd.                      D          CCC/Watch Neg      CCC   
Davis Square Funding
  V Ltd.                      E          CCC-/Watch Neg     CCC-  
Duke Funding High Grade
  IV Ltd.                     A-1        AAA/Watch Neg      AAA   
Duke Funding High Grade
  IV Ltd.                     A-2        AA+/Watch Neg      AA+   
Duke Funding High Grade
  IV Ltd.                     B-1        AA/Watch Neg       AA    
Duke Funding High Grade
  IV Ltd.                     B-2        A+/Watch Neg       A+    
Duke Funding High Grade
  IV Ltd.                     C-1        A-/Watch Neg       A-    
Duke Funding IV Ltd.          A-1        AAA/Watch Neg      AAA   
Duke Funding IV Ltd.          A-2        AAA/Watch Neg      AAA   
Dutch Hill Funding I Ltd.     A-1A       AAA/Watch Neg      AAA   
E*Trade ABS CDO III Ltd.      C          BB+/Watch Neg      BB+   
E*Trade ABS CDO III Ltd.      Pref Shrs  B/Watch Neg        B     
E*Trade ABS CDO III Ltd.      Series I   B/Watch Neg        B     
Fort Point CDO I Ltd.         A-2a       AAA/Watch Neg      AAA   
Fort Point CDO I Ltd.         A-2b       AAA/Watch Neg      AAA   
Fort Point CDO II Ltd.        C          CCC+/Watch Neg     CCC+  
Fortius I Funding Ltd.        A-1        AAA/Watch Neg      AAA   
Fortius I Funding Ltd.        A-2        AAA/Watch Neg      AAA   
Gemstone CDO III Ltd.         A-1        AAA/Watch Neg      AAA   
Gemstone CDO III Ltd.         A-3        AAA/Watch Neg      AAA   
Gemstone CDO III Ltd.         B          AA/Watch Neg       AA    
GSC ABS CDO 2005-1 Ltd.       A1S        AAA/Watch Neg      AAA   
GSC ABS CDO 2005-1 Ltd.       A1J        AA/Watch Neg       AA    
G-STAR 2005-5 Ltd.            C          BBB/Watch Neg      BBB   
G-STAR 2005-5 Ltd.            Income Not B/Watch Neg        B     
Hamilton Gardens CDO Ltd.     A-1        A+/Watch Neg       A+    
Hereford Street ABS
  CDO I Ltd.                  A-2        AAA/Watch Neg      AAA   
Hereford Street ABS
  CDO I Ltd.                  B          AA/Watch Neg       AA    
Hereford Street ABS
  CDO I Ltd.                  C          A-/Watch Neg       A-    
Independence IV
  CDO Ltd.                    A-1Series1 AAA/Watch Neg      AAA   
Independence IV CDO Ltd.      A-1Series2 AAA/Watch Neg      AAA   
Independence VI CDO Ltd.      A1         AAA/Watch Neg      AAA   
Independence VII CDO Ltd.     A-1A       BB+/Watch Neg      BB+   
Independence VII CDO Ltd.     A-1B       BB+/Watch Neg      BB+   
Independence VII CDO Ltd.     A-2        BB/Watch Neg       BB    
Independence VII CDO Ltd.     B          B/Watch Neg        B     
Independence VII CDO Ltd.     C          CCC+/Watch Neg     CCC+  
Inman Square Funding I Ltd.   III        A-/Watch Neg       A-    
Inman Square Funding I Ltd.   IV-FX      BB+/Watch Neg      BB+   
Inman Square Funding I Ltd.   IV-FL      BB+/Watch Neg      BB+   
Ischus CDO II Ltd.            A-1A       AAA/Watch Neg      AAA   
Ischus CDO II Ltd.            A-1B       AAA/Watch Neg      AAA   
IXIS ABS CDO 1 Ltd.           A-1LB      AA/Watch Neg       AA    
IXIS ABS CDO 1 Ltd.           X          AAA/Watch Neg      AAA   
Kent Funding III Ltd.         A-1        AAA/Watch Neg      AAA   
Kleros Preferred Funding
  II Ltd.                     A2         AA/Watch Neg       AA    
Kleros Preferred Funding
  II Ltd.                     B          BBB+/Watch Neg     BBB+  
Kleros Preferred Funding
  II Ltd.                     C          BBB/Watch Neg      BBB   
Klio III Funding Ltd.         ABCP   AAA/A-1+/Watch Neg AAA/A-1+
Klio III Funding Ltd.         A-1        AAA/Watch Neg      AAA   
Klio III Funding Ltd.         A-2        AA/Watch Neg       AA    
Klio III Funding Ltd.         B          A-/Watch Neg       A-    
Klio III Funding Ltd.         C          BBB/Watch Neg      BBB   
Klio III Funding Ltd.         Pref Shrs  BB/Watch Neg       BB    
Lancer Funding Ltd.           A1S2       AA/Watch Neg       AA    
Lexington Capital
  Funding Ltd.                A-2        AAA/Watch Neg      AAA   
Lexington Capital
  Funding Ltd.                B          AA/Watch Neg       AA    
Lexington Capital
  Funding Ltd.                C          A/Watch Neg        A     
Lexington Capital
  Funding Ltd.                D          BBB-/Watch Neg     BBB-  
Lexington Capital
  Funding Ltd.                E          BB+/Watch Neg      BB+   
Long Hill 2006-1 Ltd.         S1VF       AAA/Watch Neg      AAA   
Long Hill 2006-1 Ltd.         S2T        AA+/Watch Neg      AA+   
Long Hill 2006-1 Ltd.         A1         AA/Watch Neg       AA    
Long Hill 2006-1 Ltd.         A2         BB/Watch Neg       BB    
Longshore CDO Funding
  2006-1 Ltd.                 A-2        AA+/Watch Neg      AA+   
Longshore CDO Funding
  2006-1 Ltd.                 B          A+/Watch Neg       A+    
Manasquan CDO 2005-1 Ltd.     A-3L       A+/Watch Neg       A+    
Manasquan CDO 2005-1 Ltd.     B-1L       BBB+/Watch Neg     BBB+  
Manasquan CDO 2005-1 Ltd.     B-2L       BBB-/Watch Neg     BBB-  
Marathon Structured
  Funding I LLC               A-1        A/Watch Neg        A     
McKinley II Funding Ltd.      ABCP   AAA/A-1+/Watch Neg AAA/A-1+
Millerton II High Grade
  ABS CDO Ltd.                A-1        AA/Watch Neg       AA    
MKP CBO III Ltd.              B          AA-/Watch Neg      AA-   
Monterey CDO Ltd.             A-1A       AAA/Watch Neg      AAA   
Monterey CDO Ltd.             A-1B       AAA/Watch Neg      AAA   
Monterey CDO Ltd.             A-2        AA/Watch Neg       AA    
Mulberry Street CDO II Ltd.   A-1U       BBB-/Watch Neg     BBB-  
Mulberry Street CDO II Ltd.   A-2        CCC-/Watch Neg     CCC-  
Mulberry Street CDO Ltd.      A-1A       AAA/Watch Neg      AAA   
Mulberry Street CDO Ltd.      A-1B       AAA/Watch Neg      AAA   
Neptune CDO III Ltd.          S          AAA/Watch Neg      AAA   
Neptune CDO III Ltd.          A-1        AAA/Watch Neg      AAA   
Norma CDO I Ltd.              A-1        B-/Watch Neg       B-    
Norma CDO I Ltd.              A-2        CCC-/Watch Neg     CCC-  
North Cove CDO Ltd.           A          AAA/Watch Neg      AAA   
Northwall Funding CDO I Ltd.  A-2        AA/Watch Neg       AA    
Octonion I CDO Ltd.           A1         CCC/Watch Neg      CCC   
Octonion I CDO Ltd.           S          CCC-/Watch Neg     CCC-  
Opus CDO I Ltd.               B          A+/Watch Neg       A+    
Parapet 2006 Ltd.             A          A+/Watch Neg       A+    
Pine Mountain CDO Ltd.        A-1        AAA/Watch Neg      AAA   
Porter Square CDO I Ltd.      C          BBB-/Watch Neg     BBB-  
Porter Square CDO III Ltd.    A-1        AAA/Watch Neg      AAA   
Porter Square CDO III Ltd.    A-2        AA+/Watch Neg      AA+   
Raffles Place Funding Ltd.    A-1a       AAA/Watch Neg      AAA   
Raffles Place Funding Ltd.    A-1b       AAA/Watch Neg      AAA   
Raffles Place Funding Ltd.    A-2        AA/Watch Neg       AA    
Raffles Place Funding Ltd.    B          A/Watch Neg        A     
RFC CDO III Ltd.              A-2        AA/Watch Neg       AA    
Saturn Ventures 2005-1 Ltd.   A-2        AA+/Watch Neg      AA+   
Saturn Ventures 2005-1 Ltd.   A-3        BBB-/Watch Neg     BBB-  
Saturn Ventures 2005-1 Ltd.   B          B/Watch Neg        B     
Sherwood Funding CDO II Ltd.  A-1        AAA/Watch Neg      AAA   
Silver Elms CDO plc           A-1a       CCC/Watch Neg      CCC   
Silver Elms CDO plc           A-1b       CCC/Watch Neg      CCC   
Silver Elms CDO plc           A-2        CCC-/Watch Neg     CCC-  
Singa Funding Ltd.            A-1M       CCC/Watch Neg      CCC   
Singa Funding Ltd.            A-1Q       CCC/Watch Neg      CCC   
Singa Funding Ltd.            A-2        CCC-/Watch Neg     CCC-  
South Coast Funding I Ltd.    A-1        AA/Watch Neg       AA    
South Coast Funding II Ltd.   A-1        AAA/Watch Neg      AAA   
South Coast Funding II Ltd.   A-2        BBB+/Watch Neg     BBB+  
South Coast Funding IV Ltd.   C          BBB+/Watch Neg     BBB+  
South Coast Funding IV Ltd.   Pre Shares BB-/Watch Neg      BB-   
Squared CDO 2007-1 Ltd.       A-1        CCC-/Watch Neg     CCC-  
STAtic ResidenTial CDO
  2005-A Ltd.                 B          AA/Watch Neg       AA    
STAtic ResidenTial CDO
  2005-A Ltd.                 C          A/Watch Neg        A     
STAtic ResidenTial CDO
  2005-B Ltd.                 A-1        AAA/Watch Neg      AAA   
STAtic ResidenTial CDO
  2005-B Ltd.                 A-2        AAA/Watch Neg      AAA   
STAtic ResidenTial CDO
  2005-B Ltd.                 B          AA/Watch Neg       AA    
STAtic ResidenTial CDO
  2005-B Ltd.                 C          A+/Watch Neg       A+    
STAtic ResidenTial CDO
  2005-B Ltd.                 D          BBB/Watch Neg      BBB   
STAtic ResidenTial CDO
  2005-C Ltd.                 A-1        AAA/Watch Neg      AAA   
Stone Tower CDO II Ltd.       B-1L       BBB/Watch Neg      BBB   
Summer Street 2005-1 Ltd.     A-1        AAA/Watch Neg      AAA   
Summer Street 2005-HG1 Ltd.   B          A+/Watch Neg       A+    
Summer Street 2005-HG1 Ltd.   C          BBB+/Watch Neg     BBB+  
Summer Street 2005-HG1 Ltd.   D          BB+/Watch Neg      BB+   
Summit RMBS CDO I Ltd.        BF         BBB/Watch Neg      BBB   
Summit RMBS CDO I Ltd.        BV         BBB/Watch Neg      BBB   
Summit RMBS CDO I Ltd.        Pref Share BB/Watch Neg       BB    
Summit RMBS CDO I Ltd.        Comb I     BBB-/Watch Neg     BBB-  
Summit RMBS CDO I Ltd.        Comb II    BBB/Watch Neg      BBB   
TABS 2004-1 Ltd.              B          AA/Watch Neg       AA    
TABS 2004-1 Ltd.              C          A-/Watch Neg       A-    
TABS 2004-1 Ltd.              D          BBB/Watch Neg      BBB   
TAHOMA CDO II Ltd.            A-1        BBB-/Watch Neg     BBB-  
TAHOMA CDO II Ltd.            A-2        CCC/Watch Neg      CCC   
TIAA Structured Finance
  CDO II Ltd.                 A-2        AAA/Watch Neg      AAA   
Tigris CDO 2007-1 Ltd.        A-1A       CCC-/Watch Neg     CCC-  
Tourmaline CDO I Ltd.         II         AA/Watch Neg       AA    
Trainer Wortham First
  Republic CBO V Ltd          C          A/Watch Neg        A     
Trainer Wortham First
  Republic CBO V Ltd          D          BBB/Watch Neg      BBB   
Tremonia CDO 2005-1 PLC       B          AA/Watch Neg       AA    
Vertical ABS CDO 2005-1 Ltd.  A-1        AAA/Watch Neg      AAA   
Vertical ABS CDO 2005-1 Ltd.  A-2        AA+/Watch Neg      AA+   
Vertical ABS CDO 2005-1 Ltd.  B          A-/Watch Neg       A-    
Vertical CDO 2004-1 Ltd.      A          AAA/Watch Neg      AAA   
Vertical CDO 2004-1 Ltd.      B          AA-/Watch Neg      AA-   
Whitehawk CDO Funding Ltd.    A-2        AAA/Watch Neg      AAA   
Whitehawk CDO Funding Ltd.    B          AA-/Watch Neg      AA-   
Whitehawk CDO Funding Ltd.    C          A-/Watch Neg       A-    
Whitehawk CDO Funding Ltd.    D          BBB-/Watch Neg     BBB-


* S&P Cuts Ratings on 12 U.S. Alt-A RMBS Transactions
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 60
classes from 12 residential mortgage-backed securities (RMBS)
transactions backed by U.S. Alternative-A (Alt-A) mortgage loan
collateral issued in 2005, 2006, and 2007. At the same time, S&P
removed 41 of the ratings from CreditWatch with negative
implications. In addition, S&P affirmed its ratings on 89 classes
and removed them from CreditWatch negative.  All of the
transactions are backed by fixed-rate loans or by adjustable-rate
loans with an initial reset period of at least five years.

The 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. For the analysis,
S&P assumed a loss severity of 34% for U.S. Alt-A RMBS
transactions backed by fixed-rate loans and long-reset hybrid
collateral (loans with fixed-rate periods of at least five years).

As part of S&P's analysis, S&P considered the characteristics of
the underlying mortgage collateral, as well as macroeconomic
influences. For example, the risk profile of the underlying
mortgage pools influences S&P's default projections, while the
outlook for housing price appreciation and the health of the
housing market influence S&P's loss severity assumptions.

The lowered ratings reflect S&P's assessment of credit support
under three constant prepayment rate (CPR) scenarios. The first
scenario utilizes the lower of the lifetime CPR or the 12-month
CPR. The second utilizes a CPR of 6.00%, which is very slow by
historical standards. For transactions originated in 2007, S&P
used a third CPR scenario that doubles the CPR used in the first
scenario. This allows S&P to see how the transactions would be
affected in different CPR environments. S&P assumed a constant
default rate for each pool. Because S&P's analysis focused on each
individual class with varying maturities, the prepayment scenarios
may cause an individual class or the transaction itself to prepay
in full before it incurs the entire loss projection. Slower
prepayment assumptions lengthen the average life of the mortgage
pool, which increases the likelihood that total projected losses
will be realized. The longer a class remains outstanding, however,
the more excess spread it generates.

To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration. In order 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, a class may have to withstand approximately 115% of
S&P's base-case loss assumption in order to maintain a 'BB'
rating, while a different class may have to withstand
approximately 125% of S&P's base-case loss assumption to maintain
a 'BBB' rating. Each class that has an affirmed 'AAA' rating can
withstand approximately 150% of S&P's base-case loss assumption
under S&P's analysis, subject to individual caps and qualitative
factors assumed on specific transactions. S&P determined the caps
by limiting the amount of remaining defaults to 85% of the current
pool balances.

A combination of subordination, excess spread, and
overcollateralization provides credit support for the affected
transactions. The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. Alt-A mortgage loans secured by
first and second liens on one- to four-family residential
properties.

RATINGS LOWERED

CSAB Mortgage-Backed Trust 2006-1 Series 2006-1

                                 Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-3        22943HAM8     D              CCC
M-4        22943HAN6     D              CC
B          22943HAP1     D              CC

CSAB Mortgage-Backed Trust 2006-3 Series 2006-3

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-4-A      12628KAH5     A              AAA
A-6        12628KAM4     A              AAA

Impac Secured Assets Corp. Series 2005-2

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        45254TST2     BB             BBB
M-2        45254TSU9     B              BB
M-3        45254TSV7     B-             B
M-4        45254TSW5     CCC            B-
M-6        45254TSY1     CC             CCC
B          45254TTE4     D              CC

IndyMac INDX Mortgage Loan Trust 2006-AR21 Series 2006-AR21

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-3        45660HAF5     B              BB
M-4        45660HAG3     CCC            B
M-5        45660HAH1     CCC            B
M-6        45660HAJ7     CC             CCC
M-7        45660HAK4     CC             CCC
M-8        45660HAL2     CC             CCC
M-10       45660HAN8     D              CC

Residential Asset Securitization Trust 2006-A11 Series 2006-K

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
B-5        76113TAU4     D              CC


RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

CHL Mortgage Pass-Through Trust 2007-HYB2 Series 2007-HYB2

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A        125438AA9     A              AAA/Watch Neg
1-A-IO     125438AP6     A              AAA/Watch Neg
2-A-2      125438AE1     A              AAA/Watch Neg
2-A-IO     125438AF8     A              AAA/Watch Neg
3-A-2      125438AC5     A              AAA/Watch Neg
3-A-IO     125438AN1     A              AAA/Watch Neg
4-A-2      125438AR2     A              AAA/Watch Neg
4-A-IO     125438AS0     A              AAA/Watch Neg

CSAB Mortgage Backed Trust 2006-4 Series 2006-4

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-5        12628LAH3     AA             AAA/Watch Neg
A-6-B      12628LAK6     AA             AAA/Watch Neg

CSAB Mortgage-Backed Trust 2006-1 Series 2006-1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-5        22943HAF3     BBB            AAA/Watch Neg
A-6-A      22943HAG1     AA             AAA/Watch Neg
A-6-B      22943HAH9     BBB            AAA/Watch Neg

CSAB Mortgage-Backed Trust 2006-3 Series 2006-3

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-3-A      12628KAF9     A              AAA/Watch Neg
A-3-B      12628KAG7     A              AAA/Watch Neg
A-4-B      12628KAJ1     A              AAA/Watch Neg
A-7        12628KAN2     A              AAA/Watch Neg

First Horizon Alternative Mortgage Securities Trust 2006-AA6
Series 2006-AA6

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A-2      32052MAB7     A              AAA/Watch Neg
II-A-2     32052MAF8     A              AAA/Watch Neg
III-A-2    32052MAJ0     A              AAA/Watch Neg

Nomura Home Equity Loan Inc. Home Equity Loan Trust Series 2006-
AF1 Series 2006-AF1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-4        65535AAD6     A              AAA/Watch Neg

RALI Series 2007-QA1 Trust Series 2007-QA1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        74923GAA1     BB             AAA/Watch Neg
A-2        74923GAB9     BB             AAA/Watch Neg
A-3        74923GAC7     BBB            AAA/Watch Neg
A-4        74923GAD5     BB             AAA/Watch Neg

Residential Asset Securitization Trust 2006-A11 Series 2006-K

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      76113TAA8     AA             AAA/Watch Neg
1-A-4      76113TAD2     AA             AAA/Watch Neg
1-A-5      76113TAE0     AA             AAA/Watch Neg
1-A-6      76113TAF7     AA             AAA/Watch Neg
1-A-7      76113TAG5     AA             AAA/Watch Neg
2-A-1      76113TAL4     AA             AAA/Watch Neg
2-A-2      76113TAM2     AA             AAA/Watch Neg
2-A-3      76113TAN0     AA             AAA/Watch Neg
3-A-1      76113TAP5     AA             AAA/Watch Neg

Wachovia Mortgage Loan Trust Series 2006-AMN1 Series 2006-AMN1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        92978EAG9     A              AA/Watch Neg
M-5        92978EAH7     BBB            AA-/Watch Neg

Washington Mutual Mortgage Pass-Through Certificates WMALT Series
2007-4 Trust Series 2007-4

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2      93936NAB9     A+             AAA/Watch Neg
1-A-4      93936NAD5     A+             AAA/Watch Neg
1-A-6      93936NAF0     A+             AAA/Watch Neg
1-A-13     93936NAN3     A+             AAA/Watch Neg
2-A-3      93936NBC6     A+             AAA/Watch Neg


RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

Alternative Loan Trust 2007-HY4 Series 2007-HY4

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2      02150QAB2     AAA            AAA/Watch Neg
1-A-3      02150QAC0     AAA            AAA/Watch Neg
2-A-2      02150QAE6     AAA            AAA/Watch Neg
2-A-3      02150QAF3     AAA            AAA/Watch Neg
3-A-2      02150QAH9     AAA            AAA/Watch Neg
3-A-3      02150QAJ5     AAA            AAA/Watch Neg
4-A-2      02150QAL0     AAA            AAA/Watch Neg
4-A-3      02150QAM8     AAA            AAA/Watch Neg

ChaseFlex Trust Series 2007-3 Series 2007-3

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
I-A1       16165AAA2     AAA            AAA/Watch Neg
I-A2       16165AAB0     AAA            AAA/Watch Neg
I-A3       16165AAC8     AAA            AAA/Watch Neg
I-A4       16165AAX2     AAA            AAA/Watch Neg
I-A5       16165AAY0     AAA            AAA/Watch Neg
I-A6       16165AAZ7     AAA            AAA/Watch Neg
I-A7       16165ABA1     AAA            AAA/Watch Neg
I-A8       16165ABB9     AAA            AAA/Watch Neg
A-P        16165ABC7     AAA            AAA/Watch Neg

CSAB Mortgage Backed Trust 2006-4 Series 2006-4

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1-C      12628LAC4     AAA            AAA/Watch Neg
A-2-A      12628LAD2     AAA            AAA/Watch Neg
A-2-B      12628LAE0     AAA            AAA/Watch Neg
A-3        12628LAF7     AAA            AAA/Watch Neg
A-6-A      12628LAJ9     AAA            AAA/Watch Neg
P          12628LAW0     AAA            AAA/Watch Neg

CSAB Mortgage-Backed Trust 2006-1 Series 2006-1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1-B      22943HAB2     AAA            AAA/Watch Neg
A-2        22943HAC0     AAA            AAA/Watch Neg
A-3        22943HAD8     AAA            AAA/Watch Neg
A-4        22943HAE6     AAA            AAA/Watch Neg

CSAB Mortgage-Backed Trust 2006-3 Series 2006-3

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1-A      12628KAA0     AAA            AAA/Watch Neg
A-1-C      12628KAD4     AAA            AAA/Watch Neg
A-2        12628KAE2     AAA            AAA/Watch Neg
A-5-B      12628KAL6     AAA            AAA/Watch Neg
P          12628KAZ5     AAA            AAA/Watch Neg

CSMC Mortgage Backed Trust 2006-5 Series 2006-5

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2      12637VAB3     AAA            AAA/Watch Neg
2-A-2      12637VAD9     AAA            AAA/Watch Neg
3-A-1      12637VAE7     AAA            AAA/Watch Neg
3-A-3      12637VAG2     AAA            AAA/Watch Neg
3-A-4      12637VAH0     AAA            AAA/Watch Neg
3-A-5      12637VAJ6     AAA            AAA/Watch Neg
3-A-6      12637VAK3     AAA            AAA/Watch Neg
3-A-7      12637VAY3     AAA            AAA/Watch Neg
3-A-8      12637VAZ0     AAA            AAA/Watch Neg
D-X        12637VAL1     AAA            AAA/Watch Neg
D-P        12637VAM9     AAA            AAA/Watch Neg

CSMC Mortgage-Backed Trust 2006-6 Series 2006-6

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      22942JAA1     AAA            AAA/Watch Neg
1-A-2      22942JAB9     AAA            AAA/Watch Neg
1-A-3      22942JAC7     AAA            AAA/Watch Neg
1-A-4      22942JAD5     AAA            AAA/Watch Neg
1-A-5      22942JAE3     AAA            AAA/Watch Neg
1-A-6      22942JAF0     AAA            AAA/Watch Neg
1-A-7      22942JAG8     AAA            AAA/Watch Neg
1-A-9      22942JAJ2     AAA            AAA/Watch Neg
1-A-10     22942JAK9     AAA            AAA/Watch Neg
1-A-11     22942JAL7     AAA            AAA/Watch Neg
1-A-12     22942JBG7     AAA            AAA/Watch Neg
2-A-1      22942JAM5     AAA            AAA/Watch Neg
2-A-2      22942JAN3     AAA            AAA/Watch Neg
2-A-3      22942JAP8     AAA            AAA/Watch Neg
2-A-4      22942JAQ6     AAA            AAA/Watch Neg
2-A-6      22942JAS2     AAA            AAA/Watch Neg
3-A-1      22942JAT0     AAA            AAA/Watch Neg
D-X        22942JAU7     AAA            AAA/Watch Neg
D-P        22942JAV5     AAA            AAA/Watch Neg

First Horizon Alternative Mortgage Securities Trust 2006-AA5
Series 2006-AA5

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2        32052QAB8     AAA            AAA/Watch Neg

First Horizon Alternative Mortgage Securities Trust 2006-AA6
Series 2006-AA6

                              Rating
Class      CUSIP         To             From
I-A-IO     32052MAC5     AAA            AAA/Watch Neg
II-A-IO    32052MAG6     AAA            AAA/Watch Neg
III-A-1    32052MAH4     AAA            AAA/Watch Neg
III-A-IO   32052MAK7     AAA            AAA/Watch Neg

GSAA Home Equity Trust 2006-13 Series 2006-13

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
AV-1       36244SAA6     AAA            AAA/Watch Neg
AF-2       36244SAB4     AAA            AAA/Watch Neg
AF-3       36244SAC2     AAA            AAA/Watch Neg
AF-4       36244SAD0     AAA            AAA/Watch Neg
AF-5       36244SAE8     AAA            AAA/Watch Neg
AF-6       36244SAF5     AAA            AAA/Watch Neg

IndyMac INDX Mortgage Loan Trust 2006-AR21 Series 2006-AR21

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-2        45660HAB4     AAA            AAA/Watch Neg

Nomura Home Equity Loan Inc. Home Equity Loan Trust Series 2006-
AF1 Series 2006-AF1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        65535AAA2     AAA            AAA/Watch Neg
A-2        65535AAB0     AAA            AAA/Watch Neg
A-3        65535AAC8     AAA            AAA/Watch Neg

Residential Asset Securitization Trust 2006-A11 Series 2006-K

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A-3      76113TAC4     AAA            AAA/Watch Neg
1-PO       76113TAJ9     AAA            AAA/Watch Neg
1-A-X      76113TAH3     AAA            AAA/Watch Neg

Wachovia Mortgage Loan Trust Series 2006-AMN1 Series 2006-AMN1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        92978EAA2     AAA            AAA/Watch Neg
A-2        92978EAB0     AAA            AAA/Watch Neg
A-3        92978EAC8     AAA            AAA/Watch Neg
M-1        92978EAD6     AA+            AA+/Watch Neg
M-2        92978EAE4     AA+            AA+/Watch Neg
M-3        92978EAF1     AA+            AA+/Watch Neg

Washington Mutual Mortgage Pass-Through Certificates WMALT Series
2007-4 Trust Series 2007-4

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
C-X        93936NAS2     AAA            AAA/Watch Neg
C-P        93936NAT0     AAA            AAA/Watch Neg
C-PPP      93936NAY9     AAA            AAA/Watch Neg


* S&P Lowers Ratings on 11 U.S. CDOs; $5.5BB in Issuance Affected
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 50
tranches from 11 U.S. cash flow and hybrid collateralized debt
obligation (CDO) transactions. S&P removed 23 of the lowered
ratings from CreditWatch with negative implications. The ratings
on 27 of the downgraded tranches remain on CreditWatch with
negative implications, indicating a significant likelihood of
further downgrades.  The CreditWatch placements primarily affect
transactions for which a significant portion of the collateral
assets currently have ratings on CreditWatch negative or have
significant exposure to assets rated in the 'CCC' category.

The 50 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $5.502 billion. Two of the 11 affected
transactions are high-grade structured finance (SF) CDOs of asset-
backed securities (ABS), which are CDOs collateralized at
origination primarily by 'AAA' through 'A' rated tranches of
residential mortgage-backed securities (RMBS) and other SF
securities. Eight of the 11 transactions are mezzanine SF CDOs of
ABS, which are collateralized in large part by mezzanine tranches
of RMBS and other SF securities. The other transaction is a CDO of
CDOs that was collateralized at origination primarily by notes
from other CDOs, as well as by tranches from RMBS and other SF
transactions. Today's CDO downgrades reflect a number of factors,
including credit deterioration and recent negative rating actions
on U.S. subprime RMBS securities.

To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 3,456 tranches from 823 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS. In addition, 1,381 ratings from 418 transactions are
currently on CreditWatch negative for the same reasons. In all,
S&P has  downgraded $380.356 billion of CDO issuance.
Additionally, S&P's ratings on $36.165 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of future downgrades.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

RATING ACTIONS

                                       Rating
Transaction             Class     To              From

BFC Genesee CDO Ltd.    A-1LA     B/Watch Neg     BBB+/Watch Neg
BFC Genesee CDO Ltd.    A-1LB     CCC-/Watch Neg  BBB+/Watch Neg
BFC Genesee CDO Ltd.    A-2L      CC              BB+/Watch Neg
BFC Genesee CDO Ltd.    A-3L      CC              B+/Watch Neg
BFC Genesee CDO Ltd.    B-1L      CC              CCC/Watch Neg
Gemstone CDO III Ltd.   A-1       AA              AAA/Watch Neg
Gemstone CDO III Ltd.   A-3       AA              AAA/Watch Neg
Gemstone CDO III Ltd.   B         A-              AA/Watch Neg
Gemstone CDO III Ltd.   C         BBB-            A/Watch Neg
Gemstone CDO III Ltd.   D         CCC+/Watch Neg  BB+/Watch Neg
Gemstone CDO III Ltd.   E         CCC-/Watch Neg  B/Watch Neg
Gemstone CDO V Ltd.     A-1       A-/Watch Neg    AAA
Gemstone CDO V Ltd.     A-2       B+/Watch Neg    A-/Watch Neg
Gemstone CDO V Ltd.     A-3       CCC/Watch Neg   BB+/Watch Neg
Gemstone CDO V Ltd.     A-4       CCC/Watch Neg   BB+/Watch Neg
Gemstone CDO V Ltd.     B         CC              B+/Watch Neg
Gemstone CDO V Ltd.     C         CC              CCC+/Watch Neg
IXIS ABS CDO 1 Ltd.     X         AA/Watch Neg    AAA/Watch Neg
IXIS ABS CDO 1 Ltd.     A-1LB     BB+/Watch Neg   AA/Watch Neg
IXIS ABS CDO 1 Ltd.     A-2L      B-/Watch Neg    A-/Watch Neg
IXIS ABS CDO 1 Ltd.     A-3L      CCC-/Watch Neg  BBB-/Watch Neg
IXIS ABS CDO 1 Ltd.     B-1L      CC              BB+/Watch Neg
IXIS ABS CDO 1 Ltd.     B-2L      CC              BB-/Watch Neg
Orion 2006-1 Ltd.       A         CCC-/Watch Neg  B+/Watch Neg
Orion 2006-1 Ltd.       B         CC              B-/Watch Neg
Orion 2006-1 Ltd.       C         CC              CCC-/Watch Neg
Palmer Square 3 Ltd.    A1-M      B-/Watch Neg    AA+/Watch Neg
Palmer Square 3 Ltd.    A1-Q      B-/Watch Neg    AA+/Watch Neg
Palmer Square 3 Ltd.    A2        CC              A/Watch Neg
Palmer Square 3 Ltd.    A3        CC              BB+/Watch Neg
Palmer Square 3 Ltd.    A4        CC              B-/Watch Neg
Palmer Square 3 Ltd.    B         CC              CCC/Watch Neg
Palmer Square 3 Ltd.    C         CC              CCC-/Watch Neg
Pascal CDO Ltd.         A         A+/Watch Neg    AA
Pascal CDO Ltd.         B         B-/Watch Neg    BB-
Pascal CDO Ltd.         C         CCC/Watch Neg   CCC+/Watch Neg
Springdale CDO
   2006-1 Ltd.          A-2       CC              B-/Watch Neg
Springdale CDO
   2006-1 Ltd.          B         CC              CCC-/Watch Neg
STACK 2006-2 Ltd.       I Funded  CC              B/Watch Neg
STACK 2006-2 Ltd.       I         CC              B/Watch Neg
                        Unfunded
STACK 2006-2 Ltd.       II        CC              CCC/Watch Neg
Tourmaline CDO II Ltd.  A         AA+/Watch Neg   AAA
Tourmaline CDO II Ltd.  B         A-/Watch Neg    AAA/Watch Neg
Tourmaline CDO II Ltd.  C         BB+/Watch Neg   AA-/Watch Neg
Tourmaline CDO II Ltd.  D         BB-/Watch Neg   A-/Watch Neg
Tourmaline CDO II Ltd.  E         CCC/Watch Neg   BB+/Watch Neg
Zais Investment
   Grade Ltd. VII       A-2       AA/Watch Neg    AA+/Watch Neg
Zais Investment
   Grade Ltd. VII       A-3       BB+/Watch Neg   BBB-/Watch Neg
Zais Investment
   Grade Ltd. VII       B-1A      CCC-/Watch Neg  B-/Watch Neg
Zais Investment
   Grade Ltd. VII       B-1B      CCC-/Watch Neg  B-/Watch Neg

OTHER RATINGS REVIEWED
Transaction                   Class      Rating

Gemstone CDO III Ltd.         A-2        AAA
Gemstone CDO V Ltd.           D          CC
Gemstone CDO V Ltd.           E          CC
Orion 2006-1 Ltd.             D          CC
Palmer Square 3 Ltd.          X          AA+/Watch Neg
Palmer Square 3 Ltd.          D          CC
Pascal CDO Ltd.               Combo Nts  AAA
Springdale CDO 2006-1 Ltd.    C          CC
Springdale CDO 2006-1 Ltd.    D          CC
Springdale CDO 2006-1 Ltd.    E          CC
STACK 2006-2 Ltd.             III        CC
STACK 2006-2 Ltd.             IV         CC
STACK 2006-2 Ltd.             V          CC
STACK 2006-2 Ltd.             VI         CC
STACK 2006-2 Ltd.             VII        CC
Zais Investment
  Grade Ltd. VII              A-1A       AAA
Zais Investment
  Grade Ltd. VII              A-1B       AAA


* Kahn Kleinman Inks Merger Agreement with Taft Stettinius
----------------------------------------------------------
Taft Stettinius & Hollister LLP and Kahn Kleinman LPA said that
Kahn Kleinman, a prominent Cleveland law firm established in 1962,
will merge with and become part of Taft, effective Sept. 1, 2008.

With the merger, Taft's Cleveland office will have 70 attorneys
providing a full complement of legal services to clients
throughout Northeast Ohio.  Kahn Kleinman, which will transition
to the Taft name, will move into Taft's Cleveland office located
in BP Tower over the next three months.

Following the merger, Taft estimates the firm will be in the top
175 firms (ranked by revenues) in the United States.

With this merger, the depth and breadth of both firms' expertise
has expanded to support the long-term success and growth of their
clients in Northeast Ohio and throughout the region.  Together,
the attorneys in the combined Cleveland office will offer full-
service legal support across every area of law important to our
clients' businesses.

The merger will bring the number of attorneys and legal
professionals at Taft to more than 400 with offices in Cincinnati,
Cleveland, Columbus, and Dayton, Ohio; Indianapolis, Indiana;
Northern Kentucky; Phoenix, Arizona; and Beijing, China.

In announcing the merger, Taft's Partner-in-Charge of the
Cleveland office, Stephen M. O'Bryan said, "This merger is a great
strategic fit for both firms and gives us a bigger and better
toolkit of legal services to offer our clients in Northeast Ohio.  
The Kahn Kleinman lawyers are outstanding, and will bring great
expertise and depth to our tax, wealth management, probate and
estate planning, corporate finance, business law, mergers and
acquisitions and securities law practices.  They will also
complement and significantly expand our existing real estate,
litigation, labor and employment, public and governmental
relations, and intellectual property practices."

Kahn Kleinman Managing Partner Rick Rivitz added, "The merger with
Taft and our combination with its Cleveland office will provide
our existing clients with additional expertise and depth in all
types of business and real estate litigation, labor and employment
law, and governmental relations.  The merger will also add depth
and complement our existing, nationally recognized real estate
practice by adding public finance, zoning, eminent domain and
initiative and referendum expertise."  Mr. Rivitz stated further,
"Our clients will have the same personal relationships with and
receive the same high level of service from the attorneys they
work with today, and will further benefit from the additional
support provided by a 350 lawyer firm with a 123-year track record
of experience and success."

As part of Taft, Mr. Rivitz will become a member of a standing
management committee, and Kevin Barnes, current member of Kahn
Kleinman's executive committee, will become a member of Taft's
executive committee that oversees management of the firm.

Taft's Managing Partner, Thomas Terp, had this to say about the
merger: "Kahn Kleinman has exceptional lawyers, and their
expertise, particularly in real estate, will add great depth to
our existing practice, both in Northeast Ohio and for our clients
throughout the Midwest. We are very excited to have them join the
Taft team."   Mr. Terp noted that almost half of the Kahn
Kleinman's attorneys are recognized by their clients and peers in
Best Lawyers in America, an indication of the strength and
experience they bring to Taft.  

"With this merger, Taft is reaffirming its commitment to Northeast
Ohio, an important market for the firm, as we continue to grow to
better support the needs of our clients," said Mr. Terp. The Kahn
Kleinman merger comes on the heels of Taft's merger with the
former Sommer Barnard firm in Indianapolis in May and its recent
opening of offices in Phoenix and Beijing.  After the merger, the
firm will rank approximately 125th in the National Law Journal
250, a listing of the largest law firms in the country.

                            About Taft

Taft Stettinius & Hollister LLP -- http://www.taftlaw.com/-- is a  
full-service firm with offices in Cincinnati, Columbus, Cleveland
and Dayton, Ohio; Covington, Kentucky; Indianapolis, Indiana;
Phoenix, Arizona; and Beijing, China.  With more than 350
attorneys and a 123-year track record of experience, the firm has
come to have not only regional prominence, but national stature as
well.  The firm's Labor Department, led by J. Mack Swigert, was
instrumental in helping Senator Robert A. Taft draft 1947's
groundbreaking Taft-Hartley Act.

                        About Kahn Kleinman

Since 1962, Kahn Kleinman LPA -- http://www.kahnkleinman.com/--  
has provided thoughtful counsel to local and national businesses
across every industry, from retail to contractors to venture
capital funds, as well as individuals with an entrepreneurial
emphasis, and the investment banking firms, venture capital funds,
and financial institutions that support them.  Kahn Kleinman is
recognized nationally for its four and a half decades of
experience in real estate acquisition, syndication, development,
securities, and financing. Kahn Kleinman is proud that it has been
the law firm of choice for many major transactions in and around
Northeast Ohio.

Together, the merged firm will have many lawyers who have been
recognized for their professional accomplishments.  For example,
85 attorneys are listed in the latest edition of the Best Lawyers
in America; 32 attorneys are cited in the most recent edition of
Chambers USA: America's Leading Lawyers for Business; and 75 were
identified as Indiana Super Lawyers and Ohio Super Lawyers.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Aug. 14, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Nassau vs. Suffolk Softball Game
         Eisenhower Park, East Meadow, New York
            Contact: 631-251-6296 or www.turnaround.org

Aug. 14, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Social & Networking Meeting
         CityPlace Center, Dallas, Texas
            Contact: 972-906-9436 or www.turnaround.org

Aug. 15, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night Baseball
         TBD, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/

Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Aug. 27-28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA 4th Annual Northeast Regional Conference
         Gideon Putnam Resort & Spa, Saratoga Springs, New York
            Contact: www.turnaround.org

Aug. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Arizona Chapter Mixer
         TBD, Phoenix, Arizona
            Contact: 623-581-3597 or www.turnaround.org

Sept. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Sept. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dallas / Fort Worth Restructuring Workshop
         Belo Mansion Dallas, Texas
            Contact: www.turnaround.org

Sept. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Lenders Forum
         TBD, Long Island, New York
            Contact: www.turnaround.org

Sept. 11-12, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Mid-America Regional Conference
         Oak Brook Hills Marriott Resort, Oak Brook, Illinois
            Contact: www.turnaround.org

Sept. 11-14, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross Border Conference
         Grand Okanagan Resort, Kelowna, British Columbia
            Contact: www.turnaround.org

Sept. 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC Views from the Bench
         Georgetown University Law Center, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 16-18, 2008
   ASSOCIATION OF INSOLVENCY &RESTRUCTURING ADVISORS
      2nd Annual Restructuring & Investing Conference
         Shanghai, China
            Contact: http://www.airacira.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: www.turnaround.org/

Sept. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Event - CFA/IWIRC/RMA/NJTMA/NYIC
      Maplewood Country Club, Maplewood, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Sept. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Chapter Lunch Program
         Nashville City Center, Nashville, Tennessee
            Contact: 615-850-8678 or www.turnaround.org

Sept. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Healthcare Industry Update - Panel Discussion
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Sept. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds: A View From US Trustees
         TBA, Syracuse, New York
            Contact: www.turnaround.org

Sept. 18-19, 2008
   AMERICAN CONFERENCE INSTITUTE
      Advanced Insolvency Law and Practice Conference
         Paris, France
            Contact: www.americanconference.com

Sept. 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow Workshop: An Overview
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: www.turnaround.org

Sept. 24-25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Florida Annual Golf Tournament
         Champions Gate Golf Club, Orlando, Florida
            Contact: 561-882-1331 or www.turnaround.org

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Case Study with Tom Kim, TMA Small Business of the Year
         Turnaround Award - TMA Arizona Chapter Meeting
            TBD, Phoenix, Arizona
               Contact: www.turnaround.org

Sept. 26, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Marriott Desert Ridge, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: www.turnaround.org/

Oct. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/UMKC Midwestern Bankruptcy Institute
         H. Roe Bartle Hall Convention Center, Kansas City
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         Standard Club, Chicago, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Charity Golf Event
         Forest Park Golf Course, St. Louis, Missouri
            Contact: www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Billiards Networking Night
         Herbert's Billiards, Secaucus, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Member Social
         Davenport Press, Mineola, New York
            Contact: 631-251-6296 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      View from the Bench - Bankruptcy Update
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      How to Contract with a Turnaround Manager
         University Club, Portland, Oregon
            Contact: www.turnaround.org

Oct. 22, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Nevada Award Night
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: www.turnaround.org

Oct. 23, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Election Oriented
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Oct. 23, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds: A Panel of Professionals
         TBA, Rochester, New York
            Contact: www.turnaround.org

Oct. 23-24, 2008
   AMERICAN CONFERENCE INSTITUTE
      Distressed Assets Boot Camp
         TBD, London, United Kingdom
            Contact: www.americanconference.com

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 29-30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Corporate Governance Meetings
         Marriott, New Orleans, Louisiana
            Contact: www.turnaround.org

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

Oct. 31, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Hilton, Frankfurt, Germany
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 6, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Coach House Diner & Restaurant, Hackensack, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 11, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         Marriott, Troy, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Case Study
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds:A View From Workout Consultants
         TBA, Buffalo, New York
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Social
         TBD, Melville, New York
            Contact: 631-251-6296 or www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         Tournament Players Club at Jasna Polana, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Nov. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Senior Housing & Long Term Care
         Washington Athletic Club,Seattle, Washington
            Contact: www.turnaround.org

Nov. 27, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Chris Kaup
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         Terminal City Club, Vancouver, British Columbia
            Contact: 503-768-4299 or www.turnaround.org

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

Dec. 8, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering
         TBD, Long Island, New York
            Contact: 631-251-6296 or www.turnaround.org

Dec. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         Washington Athletic Club, Seattle, Washington
            Contact: 503-768-4299 or www.turnaround.org

Dec. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         University Club, Portland, Oregon
            Contact: 503-768-4299 or www.turnaround.org

Dec. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         TBD, Phoenix, Arizona
            Contact: 623-581-3597 or www.turnaround.org

Dec. 31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Sponsorships - Annual Golf Outing, Various Events
         TBA, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Jan. 21-22, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 5-7, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Casurina, Grand Cayman Island, AL
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Valcon
         Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Beverly Wilshire, Beverly Hills, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 17-18, 2009
   NATIONAL ASSOCIATION OFBANKRUPTCY TRUSTEES
      NABT Spring Seminar
         The Peabody, Orlando, Florida
            Contact: http://www.nabt.com/

Apr. 20, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         John Adams Courthouse, Boston, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

Apr. 28-30, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

May 14-16, 2009
   ALI-ABA
      Chapter 11 Business Reorganizations
         Langham Hotel, Boston, Massachusetts
            Contact: http://www.ali-aba.org

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 15-18, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Dec. 2-4, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                     *      *      *

                   Featured Conferences

Renaissance American Management and Beard Conferences presents

Oct. 30-31, 2008
Physician Agreements & Ventures
The Millennium Knickerbocker Hotel - Chicago
Brochure will be available soon!

Nov. 17-18, 2008
Distressed Investing
The Helmsley Park Lane - New York
Brochure will be available soon!


                     *      *      *

Beard Audio Conferences presents:

Bankruptcy and Restructuring Audio Conference CDs


                     *      *      *

More information and list of available titles at:
http://beardaudioconferences.com/bin/topics?category_id=BAR


                             *********

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 ***