TCR_Public/080818.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 18, 2008, Vol. 12, No. 196           

                             Headlines

AMERENCIPS: Moody's Affirms Ba1 Issuer Rating, Positive Outlook
ACACIA CDO: Fitch Junks Four Notes Ratings on Collateral Slide
AKESIS PHARMA: Posts $1MM Net Loss in 2008 Second Quarter
AMBAC ASSURANCE: S&P Affirms 'AA' Ratings; Off CreditWatch
AMERICAN HOME: Files De-Consolidated Chapter 11 Liquidation Plan

AMERICAN HOME: Plan Classification and Treatment of Claims
AMERICAN HOME: Wants to Amend DIP Agreement with WL Ross
AMERICAN MEDIA: In Talks with Lenders to Reduce Debt by $200MM
ANDOVER MEDICAL: Posts $3MM Net Loss in 2008 Second Quarter
ANSONIA CDO: S&P Downgrades Rating on Class Q Securities to CCC+

BAKER STREET: Fitch Holds 'BB' Rating on $12MM Class E Notes
BIRCH MOUNTAIN: Has Until August 17 to Appeal AMEX Delisting Move
BLOCKBUSTER INC: Moody's Affirms Caa1 Corporate Family Rating
BONTEN MEDIA: Moody's Assigns B1 Rating to Proposed Term Loan
BOSCOV'S INC: Wants Richards Layton as Local Delaware Counsel

BOSCOV'S INC: Taps Kurtzman Carson as Claims and Noticing Agent
BOWNE & CO: S&P Says BB Rating Unaffected By 2nd Quarter Results
BROADLANE INC: S&P Revises Secured Credit Facility Ratings to BB-
BROOKLYN NAVY: Fitch Holds 'BB' Sr. Debt Rating; Outlook Evolving
BRUNSWICK CORP: S&P Rates Proposed $250MM Senior Notes 'BB+'

C-BASS CBO: Fitch Slashes 'A' Rating on $12MM Cl. C Notes to 'BB-'
CASCADES INC: High Leverage Cues S&P to Lower Rating to 'BB-'
CENTAUR LLC: S&P Cuts Rating to 'CCC'; CreditWatch Developing
COLTRANE CLO: Portfolio Liquidation Cues Fitch to Withdraw Ratings
CONSECO SR. HEALTH: Moody's Changes Review Direction to Uncertain

DBO HOLDINGS: S&P Puts 'B+' Rating on Watch After Sale Deal
DELTA AIR: Oregon Revenue Department Seeks $563,926 Tax Payment
DOMTAR CORP: Moody's Upgrades Corporate Family Rating to Ba2
DOWNEY FINANCIAL: S&P Puts Counterparty Credit Rating at 'B+/C'
DURA AUTOMOTIVE: Names Robert Oswald as Board Member

EASTHAVEN MARINA: Case Summary & Five Largest Unsecured Creditors
EDISON FUNDING: Moody's Reviews Sr. Notes for Possible Downgrade
ELDORADO RESORTS: S&P Withdraws 'B' Ratings at Company's Behest
FORD MOTOR: Selling $500MM Shares to Buy Back Financing Arm's Debt
FRED LEIGHTON: Submits Schedules of Assets and Liabilities

FRED LEIGHTON: Plan Filing Period Extended Until October 13
FRED LEIGHTON: United States Trustee Forms Three-Member Committee
GEARBULK HOLDING: Moody's Withdraws Ratings for Business Reasons
GENERAL MOTORS: Moody's Cuts Corporate Family Rating to Caa1  
INDEVUS PHARMA: June 30 Balance Sheet Upside-Down by $118 Million

INSMED INC: Posts $4.7 Million Net Loss in Second Quarter fo 2008
IPCS INC: S&P Upgrades Rating 'B' as Credit Metrics Improve
JOHN MANEELY: Moody's Upgrades CF and PD Rating to B1 from B2
JP MORGAN: S&P Affirms BB, B Ratings on 5 Classes of Securities
LANDMARK COMMUNICATIONS: Moody's Assigns Ba3 Corp. Family Rating

LB MULTIFAMILY: Fitch Affirms 'B-' Rating on $215 Class A-2 Certs.
LEVITT AND SONS: Administrator Can Hire PTS Inc. as Appraiser
LINENS N THINGS: Wants Removal Period for Civil Actions Extended
LINENS N THINGS: Reports Auction Results of Closing Stores Leases
LINENS N THINGS: Court Approves DJM as Real Estate Consultant

LINENS N THINGS: Withdraws Motion to Employ Citigroup as Banker
LODGENET INTERACTIVE: Moody's Affirms B1 CFR; Outlook Negative
MBIA INSURANCE: S&P Affirms 'AA' Ratings; Off CreditWatch
MECACHROME INT'L: Moody's Junks CF and PD Rating to Caa1 from B2
MEGA BRANDS: Weak Financial Risk Profile Cues S&P's 'B-' Rating

MRS FIELDS: May File for Bankruptcy Aug. 25, Solicits Plan Votes
MTR GAMING: S&P Cuts Rating to 'B-'; Outlook Negative
MURRAY REAL: Case Summary & Five Largest Unsecured Creditors
NEXCEN BRANDS: CEO Steps Down; Could Strike Deal This Week
NEXSTAR BROADCASTING: June 30 Balance Sheet Upside-Down by $99MM

NPS PHARCEUTICALS: June 30 Balance Sheet Upside-Down by $197.1MM
OCULUS INNOVATIVE: POSTS $5,199,000 Net Loss in Qtr. Ended June 30
OCWEN FINANCIAL: Moody's Affirms Preferred Shelf Rating at (P)Caa2
PALM INC: Moody's Trims CFR and PDR to B3; Outlook is Negative
PAPPAS TELECASTING: Agrees to Let Trustee Manage Daily Operations

PHARMANET DEVELOPMENT: Moody's Lowers Liquidity Rating to SGL-4
PHARMOS CORP: Posts $2,667,558 Net Loss in 2008 Second Quarter
PIERRE FOODS: Wants Richards, Layton as Bankruptcy Co-Counsel
PNM RESOURCES: Strikes Deal with Lenders to Explore Sale of Unit
PNM RESOURCES: S&P Hails Decision to Sell FCP, Cut Dividend

RACERS 2006-18-C: S&P Cuts Rating to 'B' on Long Beach Downgrade
RADIOSHACK CORP: S&P Affirms 'BB' Corporate Credit Rating
RANCHO MANANA: Case Summary & 20 Largest Unsecured Creditors
RONALD ALEX: Case Summary & Largest Unsecured Creditors
S & A RESTAURANTS: Wants to Extend Deadline to File Schedules

SG RESOURCES: S&P Rates $100,000,000 Credit Facility 'BB'
SIMMONS CO: S&P Puts 'B' Rating on Watch Negative
SOLUTIA INC: To Raise $290MM in Equity Offering to Pay Down Debt
SOLUTIA INC: S&P Says Ratings Unchanged on Equity Offering
STEPHEN HEFFEREN: Case Summary & 30 Largest Unsecured Creditors

TALECRIS BIOTHERAPEUTICS: Moody's Reviews Caa1 CF and PD Ratings
TRIBUNE COMPANY: June 29 Balance Sheet Upside-Down by $6.2 Billion
UNO RESTAURANT: Withholding $7.5MM Payment to Negotiate Relief
UNUM GROUP: S&P Hikes Rating on 3 Pass-Through Transactions to BB
VERTIS HOLDINGS: Secures $650MM Exit Financing from GECC, BofA

VERTIS HOLDINGS: Taps Alvarez & Marsal as Restructuring Advisors
VIRGIN MOBILE: June 30 Balance Sheet Upside-Down by $400 Million
WACHOVIA CORP: Struggles with More Woes, To Layoff 6,950 Employees
WACHOVIA BANK: Fitch Affirms Ratings on Stable Performance
WARNER MUSIC: Fitch Affirms 'BB-' Issuer Default Ratings

WEATHER CHANNEL: Corporate Credit Ratings at 'B+', S&P Says
WELLMAN INC: To Get $175MM Ch. 11 Exit Loan from Ableco Finance
WELLMAN INC: Lenders Want Chapter 11 Plan Confirmed by Sept. 26
WESTMORELAND COAL: June 30 Balance Sheet Upside-Down by $192.3MM
WHOLE FOODS: FTC to Hold Full Admin. Hearings on Wild Oats Merger

WMC MORTGAGE: S&P Affirms 'B' Rating on 2 Classes of Securities

* S&P Takes CreditWatch Actions on 120 European Synthetic CDOs
* S&P Cuts 248 Ratings on 20 1st-Half 2007 Prime Jumbo RMBS Deals
* S&P Lowers One Class of CD 2006-CD2 Mortgage Trust Rating
* S&P Cuts 34 Ratings on 10 US RMBS Deals Issued in 2003-2004
* S&P Lowers 48 Ratings on US Subprime RMBS Transactions to 'D'

* S&P Cuts 87 Ratings on 16 U.S. Subprime RMBS Deals
* S&P Says More Passengers Mean Better US Airport Credit Profiles
* S&P Says US Commercial Lines Insurance Sector Outlook Negative
* S&P Says 5 Sectors' Credit Quality Should Survive Weak Economy
* S&P Says Large Regional US Banks Show Mixed 2nd-Quarter Results

* BOND PRICING: For the Week of Aug. 11 - Aug.15, 2008

                             *********

AMERENCIPS: Moody's Affirms Ba1 Issuer Rating, Positive Outlook
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Ameren
Corporation, including its Issuer Rating, to Baa3 from Baa2, and
its short-term rating for commercial paper, to Prime-3 from Prime-
2; and the senior unsecured debt rating of AmerenEnergy Generating
Company to Baa3 from Baa2.  The rating outlooks of Ameren and
AmerenGenco are stable.  

Moody's also downgraded Union Electric Company's (dba AmerenUE)
short-term rating for commercial paper to Prime-3 from Prime-2.  
These rating actions conclude the review for downgrade initiated
on May 21, 2008.  The long-term ratings and outlooks of Central
Illinois Public Service Company (dba AmerenCIPS, Ba1 Issuer
Rating, positive outlook); CILCORP Inc. (Ba1 Corporate Family
Rating, positive outlook); Central Illinois Light Company's (dba
AmerenCILCO, Ba1 Issuer Rating, positive outlook), Illinois Power
Company (dba AmerenIP, Ba1 Issuer Rating, positive outlook), and
Union Electric Company (dba AmerenUE, Baa2 Issuer Rating, stable
outlook) are unchanged.

"The downgrade of Ameren reflects declining consolidated coverage
ratios over the last several years and Moody's expectation that
ongoing cost pressures and the lack of timely regulatory recovery
of some costs will prevent ratios from returning to historical
levels over the near term", Michael G. Haggarty, Vice President
and Senior Credit Officer, said.  Ameren has experienced higher
operating and maintenance costs and increased capital spending
requirements at both its utility and nonutility businesses.
Limited rate relief, low returns, and the lack of automatic rate
adjustment clauses has led to regulatory lag in recovering costs
in recent years, which is reflected in its lower consolidated
coverage metrics.  In addition, the combination of large capital
expenditures and the company's high dividend payout ratio has
resulted in substantial negative free cash flow in 2007 and 2008,
which is likely to continue over the next several years.

Ameren's lower rating is also prompted the downgrade of two of its
major subsidiaries, Union Electric (to Baa2 on May 21, 2008) and
AmerenGenco (with this rating action), which will decrease the
quality of expected cash flows upstreamed to the parent company.
Although Moody's maintains positive outlooks on the ratings of
Ameren's Illinois utility subsidiaries, any upward movement of
these ratings is likely to be modest and not significant enough to
offset the lower ratings of Union Electric and AmerenGenco, which
represent the bulk of the cash flows upstreamed to the parent.  
The downgrade also considers longer-term challenges facing Ameren,
including the potential passage of carbon control legislation next
year and the possible construction of a new nuclear unit at Union
Electric, which just submitted a combined Construction and
Operating License Application to the Nuclear Regulatory
Commission.

The downgrade of AmerenGenco reflects higher capital expenditures
at this predominantly coal fired generating subsidiary, some of
which are likely to be financed with additional long-term debt;
and the likelihood that the company will be negatively affected
over the long-term by the implementation additional environmental
compliance requirements or controls on carbon emissions.  The
downgrade also considers its higher business and operating risk
profile, as Moody's views AmerenGenco as more of a merchant
generating company selling into unregulated power markets rather
than a completely contracted genco selling most of its power to
Ameren affiliates.  Although financial metrics have improved since
the expiration of these below market affiliate contracts, this
improvement is not sufficient enough to offset its increased
business risk profile.

The downgrade of Union Electric's short-term rating for commercial
paper to Prime-3 from Prime-2 is prompted by the downgrade of
Ameren's short-term rating to Prime-3.  Ameren and Union Electric
share the same bank credit facility, with Union Electric able to
borrow on a 364-day basis under the facility.  The two entities
also share a money pool arrangement and Union Electric is highly
dependent on the parent for liquidity and financial support, as
has been demonstrated by capital contributions from Ameren to
Union Electric and a $50 million intercompany note payable from
the utility to the parent outstanding as of June 30, 2008.

The maintenance of a positive rating outlook of Ameren's Illinois
utilities reflects the potential for modest upward movement in
their ratings in the event there is a supportive outcome of their
pending distribution rate cases, resulting in an improvement in
some of their relatively low cash flow coverage metrics; if there
is a reduction in high short-term debt levels and an extension of
their bank facilities, increasing financial flexibility; or if
there is a successful implementation of new power procurement
policies and procedures in Illinois.

Ratings downgraded include:

  -- Ameren's Issuer Rating, to Baa3 (stable outlook) from Baa2;  
     and short-term rating for commercial paper, to Prime-3 from   
     Prime-2;

  -- AmerenGenco's senior unsecured debt, to Baa3 (stable outlook)  
     from Baa2;

  -- Union Electric's short-term rating for commercial paper, to
     Prime-3 from Prime-2.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri.  It is the parent company of
Union Electric Company (dba AmerenUE), Central Illinois Public
Service Company (dba AmerenCIPS), CILCORP Inc., Central Illinois
Light Company (dba AmerenCILCO), Illinois Power Company (dba
AmerenIP), and AmerenEnergy Generating Company.


ACACIA CDO: Fitch Junks Four Notes Ratings on Collateral Slide
--------------------------------------------------------------
Fitch downgraded and removed from Rating Watch Negative five
classes of notes issued by Acacia CDO 10 Ltd.  These rating
actions are effective immediately:

  -- $243,110,405 Class A-1 Notes downgraded to 'B' from 'AAA';
  -- $40,000,000 Class A-2 Notes downgraded to 'CCC' from 'AAA';
  -- $30,000,000 Class B Notes downgraded to 'CC' from 'AAA';
  -- $50,561,389 Class C Notes downgraded to 'C' from 'AA-';
  -- $25,391,667 Class D Notes downgraded to 'C' from 'BBB'.

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

Acacia 10 is a cash flow structured finance collateralized debt
obligation that closed on August 1, 2006 and is managed by RWT
Holdings, Inc, a subsidiary of Redwood Trust, Inc.  Presently
48.3% of the portfolio is comprised of prime residential mortgage
backed securities, 29.4% of alternative -A RMBS, 11.8% of CMBS,
6.1% of subprime RMBS, and 4.5% of CDOs.

Since August 1, 2006, approximately 47.1% of the portfolio has
been downgraded with 8.6% of the portfolio currently on Rating
Watch Negative.  64.5% of the portfolio is now rated below
investment grade, of which 34.3% of the portfolio is rated 'CCC+'
and below.  The credit quality of the portfolio has deteriorated
to 'B+/B' as of the June 30, 2008 trustee report from 'BB+/BB' at
closing.

The collateral deterioration has caused each of the
overcollateralization tests to fail their respective triggers.  As
of the trustee report dated June 30, 2008, the class A/B OC ratio
was 127.01%, the class C OC ratio was 109.35% and the class D OC
ratio was 102.21%.  As a result of the A/B OC test failure,
interest proceeds remaining after paying class B interest are
being diverted to pay down the principal on the A-1 notes and will
continue until the OC test is cured.  The interest due to the
class C and D notes is paid in kind by writing up the principal
balance of these classes by the amount of interest owed.

Fitch does not expect the notes to receive any interest or
principal payments going forward.  The downgrades to the rated
notes are a result of the credit deterioration experienced to date
and reflect Fitch's updated view of the default risk associated
with each of the notes.

The ratings on the class A-1, A-2 and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the maturity date.  The ratings on the
class C and D notes address the ultimate repayment of principal
and the ultimate payment of interest by the stated maturity date
as per the transaction's governing documents.


AKESIS PHARMA: Posts $1MM Net Loss in 2008 Second Quarter
---------------------------------------------------------
Akesis Pharmaceuticals Inc. reported a net loss of $1,156,973 for
the second quarter ended June 30, 2008, compared with a net loss
of $733,122 in the same period last year.

The company did not report any revenue for the three months ended
June 30, 2008, and June 30, 2007.

Total expenses were $1,143,529 for the current quarter compared to
$753,411 in the same period of 2007.  

Research and development expenses increased $443,852, or 176%, to
$696,231 for the three months ended June 30, 2008.  The primary
reason for the increase in research and development expense
between the two quarters is that during the second quarter of 2007
the company was still in the planning phase of its  clinical
trials whereas, the clinical trials actually commenced in February
2008 and concluded in June 2008.  In addition, at the conclusion
of the Phase IIa clinical trial in June 2008, the company incurred
a milestone payment related to its license agreement with the
University of British Columbia.

Selling, general and administrative expenses for the three months
ended June 30, 2008, were $447,298 as compared to $501,032 for the
three months ended June 30, 2007.

                       Going Concern Doubt

Akesis has incurred losses and negative cash flows from operations
since inception and as of June 30, 2008, has an accumulated
deficit of $13,561,434.  The company does not anticipate any
meaningful revenue in future periods until such time that it is  
able to obtain approval to sell its proposed pharmaceutical
products in the U.S. from the Food and Drug Administration.
Additionally, the company's continued lack of adequate funding and
working capital has prevented it from complying with the FDA's
requirements to obtain approval to sell its proposed products.

These factors raise substantial doubt about Akesis' ability to
continue as a going concern.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$1,103,823 in total assets, $711,905 in total liabilities, and
$391,918 in total stockholders' equity.

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

                   About Akesis Pharmaceuticals

Headquartered in La Jolla, California, Akesis Pharmaceuticals Inc.
(OTC BB: AKES) -- http://www.akesis.com/-- is currently an early  
stage biopharmaceutical company engaged in the discovery,
development and commercialization of ethical pharmaceuticals for
the treatment of Type 2 diabetes.  The company has been granted
patents and filed patent applications for a proprietary therapy
for use in the treatment of Type 2 diabetes.


AMBAC ASSURANCE: S&P Affirms 'AA' Ratings; Off CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'AA' financial
strength ratings on both MBIA Insurance Corp. and Ambac Assurance
Corp. and removed the ratings from CreditWatch Negative. The
outlook on both companies is negative.

"We assigned a negative outlook to MBIA due to its significant
exposure to domestic nonprime mortgages and related exposures to
collateralized debt obligations (CDO) of asset-backed securities
(ABS)," said Standard & Poor's credit analyst David Veno.

"The negative outlook on Ambac reflects our view that the
company's exposure to domestic nonprime mortgages and related
exposures to CDO of ABS has likely damaged its franchise and that
the company faces diminished new business flow," said credit
analyst Dick Smith.

Removal of the negative outlook for both companies will depend on
clarification of ultimate potential losses as well as future
business prospects, the outcome of strategic business decisions,
and potential regulatory developments.


AMERICAN HOME: Files De-Consolidated Chapter 11 Liquidation Plan
----------------------------------------------------------------
American Home Mortgage Investment Copr. and its debtor-affiliates
delivered a Chapter 11 plan of liquidation and disclosure
statement to the U.S. Bankruptcy Court for the District of
Delaware on August 15, 2008.

Under the Plan, a single liquidating trust will be established for
the benefit of the bankruptcy estates' creditors.  The Plan Trust
will succeed to all of the Debtors' assets, including all causes
of action.  The Plan Trustee will, among other things, liquidate
non-cash assets transferred to the Plan Trust, reconcile all
claims against the Debtors, make distributions to holders of
allowed claims, and wind down the bankruptcy cases and
estates.

The Plan designates a series of classes of claims and interests
for each Debtor.  The classes take into account the differing
nature of the various claims and interests, and their relative
priority under the Bankruptcy Code.  The percentage recovery for
each Class is based on the Debtors' good-faith estimate, based on
all information currently known of the claims' amount and the
Debtors' available cash for distribution after liquidation of all
Plan Trust Assets.

The Plan also provides for the establishment of reserves for
disputed claims.  Interim distributions of cash on Allowed Claims
of a given Class may be made from time to time, with sufficient
cash held in reserve to cover the Disputed Claims of that Class
pending allowance or disallowance of the Disputed Claims.  As a
result, the process of distributing all cash to be distributed to
holders of Allowed Claims under the Plan will be completed over
time.

                      De-Consolidated Plan

In early 2008, the Debtors and the Official Committee of Unsecured
Creditors began discussions on the terms of a joint plan,
including issues whether the estates should be substantively
consolidated as an equitable remedy that treats multiple estates
as one.  The discussions also aimed to (i) determine the
possibility of substantively consolidating one or more of the
estates against proposing a de-consolidated plan, and (ii) if the
Debtors proposed a de-consolidated plan and some party-in-interest
argued for substantive consolidation, to evaluate the merits of
the position.

Under the facts and circumstances of the Chapter 11 cases, the
Plan Proponents believe that pursuing a de-consolidated plan is
more prudent than pursuing a consolidated plan.  They submit that
the benefits to be gained by substantive consolidation are
outweighed by the risks and expenses associated with establishing
an evidentiary basis for consolidation.  Moreover, even if the
Plan were confirmed, the risk and attendant delay and expense if
a party aggrieved by substantive consolidation appealed that
element of the Plan.  Accordingly, the Plan as proposed
separately classifies claims against each Debtor, and treats the
assets of each Debtor as the separate assets of each entity.

Not pursuing substantive consolidation left open several key
issues as to the structure of the Plan, including the resolution
of certain intercompany claims, and the proper allocation between
the estates of the expenses of administering both the cases and
the Plan.  Potential conflicts due to Intercompany Claims are
numerous, and their resolution may ultimately affect creditor
recoveries.  The Debtors note that there are several advantages
to resolving inter-estate disputes in connection with confirmation
of the Plan, rather than deferring their resolution until
administration of the Plan.

                  Resolving Intercompany Claims

The Plan Proponents determined it was prudent to pursue a
comprehensive settlement of potential inter-estate disputes
through the Plan, which disputes fall generally into six
categories: booked intercompany claims, imputed intercompany
claims, intercompany causes of action, allocation of unpaid
claims/expenses, ownership of shared assets, and allocation of
Plan Trust operating expenses.

To resolve inter-estate conflicts, the Debtors entered into a
stipulated asset allocation, whereby the Plan Trustee would divide
the proceeds of liquidation of any Plan Trust Asset between the
estates in accordance with a pre-set formula.

The Debtors submit that it is possible for the estates to share
in the proceeds of all Plan Trust Assets while at the same time
respecting entity separateness, so long as the estates agree to
bear the residual value of the Assets contributed to the Plan
Trust and the percentage share of the Plan Trust's operating
expenses.

The majority of inter-estate conflicts sought to be resolved via
the Stipulated Asset Allocation are relevant to determining the
residual Asset value that will be contributed by each estate to
the Plan Trust.  Thus, the Plan Proponents began with an
assumption of gross non-litigation Asset value in each estate as
of the Petition Date, then made adjustments to each estate's Asset
value to reflect the settlement of prepetition intercompany
payables/receivables, whether "booked" or "imputed".

Adjusted gross Asset values for each estate were reduced by the
amount of any (i) "direct" administrative costs properly
chargeable to each estate, (ii) payment or other settlement of
secured claims postpetition, and (iii) administrative costs
allocable between multiple estates.

An estate's Adjusted Gross Asset values were reduced further by
each estate's estimated exposure to filed S/A/P claims, which
consists of miscellaneous secured, administrative, priority, and
priority tax claims.  The resulting Asset values represent the
residual value of non-litigation Assets that will be contributed
to the Plan Trust by each estate for the benefit of the estate's
creditors.

To determine the Stipulated Asset Allocation, the Debtors set the
proper share of Plan Trust operating expenses that would be borne
by each estate by considering a variety of factors, including the
relative value, liquidity, and costs of maintaining and
liquidating the Assets contributed to the Plan Trust by each
estate.  Subsequently, the Debtors further adjusted the gross
Asset value of each estate to reflect its share of a $6,000,000
stipulated initial funding requirement for the Plan Trust
Operating Expense Reserve.

The resulting Asset values represent the residual value of non-
litigation Assets contributed to the Plan Trust by each estate.  
The residual non-litigation Asset value of each estate as a
proportion of the total non-litigation Asset value of all estates
makes up the Stipulated Asset Allocation:

      Debtor                                    Allocation
      ------                                    ----------
      American Home Mortgage Corp.                38.523%
      American Home Mortgage Holdings, Inc.       35.051%
      American Home Mortgage Acceptance, Inc.     11.919%
      American Home Mortgage Investment Corp.     11.663%
      AHM, SV, Inc.                                1.895%
      American Home Mortgage Ventures LLC          0.479%
      Great Oak Abstract Corp.                     0.379%
      Homegate Settlement Services, Inc.           0.091%

The Debtors note that the Stipulated Asset Allocation depends on
a number of assumptions, including the amount of distributions to
unsecured creditors of each estate, the valuation of Assets of
each estate, each estate's ultimate exposure to filed S/A/P
Claims, and the sufficiency of the Plan Trust Operating Expense
Reserve.

                      Implementing the Plan

Immediately after the Plan's effective date, officers and
directors will cease to serve the Debtors, and the Plan Trustee
will be authorized to take all actions reasonably necessary to
dissolve the Debtors and their subsidiaries.  The Plan Trustee,
however, will not be compelled to dissolve any Debtor or
subsidiary if to do so would unduly burden the Plan Trust, or if
the Debtor's or subsidiary's continued existence would aid the
Plan Trustee in the administration of the Plan Trust Assets.

Whether or not dissolved, the Debtors will have no authority to
implement the provisions of the Plan from and after the Effective
Date except as specifically provided in the Plan.  On the
Effective Date, the Creditors Committee will dissolve
automatically, and its members and professionals will be released
from any further duties and responsibilities.

On or prior to the Effective Date, the Plan Trust will be formed
with holders of claims as sole beneficiaries.  The Plan Trustee
will be deemed the estates' representative in accordance with
Section 1123 of the Bankruptcy Code, and will have all powers,
authority and responsibilities specified in the Plan and the Plan
Trust Agreement.  From the Effective Date, until a final decree
is entered, the Plan Trustee will submit quarterly reports to the
Office of the U.S. Trustee within 30 days of the end of each
fiscal quarter setting forth all receipts and disbursements of
the Plan Trust.

On the Effective Date, a post-confirmation committee will be
formed from five members of the Creditors Committee and will be
identified by the Plan Proponents in a supplemental plan
document.  The Plan Oversight Committee will advise and approve
the actions of the Plan Trustee, approve the allowance of any
Disputed Claim, and approve the sale or liquidation of any Plan
Trust Assets, among other functions.

                  Distributions under the Plan

The Plan Trustee will pay any Allowed S/A/P Claim in cash from the
S/A/P Claims Reserve, after the Effective Date or when the claims
becomes an Allowed Claim.

Subject to approval of the Plan Oversight Committee, the Plan
Trustee will make annual interim distributions on account of
allowed unsecured claims, and have the right to make more
frequent interim distributions to holders of Allowed Unsecured
Claims, provided that the Claim Reserves are fully funded and
will remain fully funded after those interim distributions are
made.

The Plan Trustee will make final distributions of all remaining
Plan Trust Assets after the settlement or satisfaction of all
S/A/P Claims and Unsecured Claims, the prosecution, settlement,
or abandonment of all causes of action, and the liquidation or
abandonment of all other Plan Trust Assets.

              Cancellation of Notes and Instruments

As of the Effective Date, all notes, agreements and securities
evidencing claims or interests with respect to the Debtors will
be canceled, deemed null and void, and of no further force and
effect.  Holders of those interests will will have no rights
against the Debtors, the Plan Trust, the Plan Trust Assets or the
estates, and the instruments will have no rights, except the
right to receive the distributions provided for in the Plan.

             Conditions to Consummation of the Plan

The Plan will not become effective unless and until each of the
these conditions will satisfied in full:

   (a) The Court will have approved a disclosure statement to the
       Plan in form and substance acceptable to the Plan
       Proponents in their sole and absolute discretion;

   (b) The compromises and settlements contained in the Plan will
       be approved without material modification by final order
       in accordance with Rule 9019 of the Federal Rules of
       Bankruptcy Procedure, and will be binding and enforceable
       against all holders of claims and interests under the
       terms of the Plan;

   (c) The Plan's confirmation order will be in form and
       substance acceptable to the Plan Proponents in their sole
       and absolute discretion;

   (d) The Confirmation Order will have been entered by the
       Court, will not be subject to any stay of effectiveness,
       and will have become a Final Order, the Confirmation Date
       will have occurred, and no request for revocation of the
       Confirmation Order under Section 1144 of the Bankruptcy
       Code will have been made, or, if made, will remain
       pending;

   (e) The Plan Trust will have been formed, and all formation
       documents for the entities will have been properly
       executed and filed as required by the Plan; and

   (f) The appointment of the Plan Trustee will have been
       confirmed by order of the Court.

A full-text copy of the Debtors' Plan of Liquidation is available
for free at:

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

A full-text copy of the Debtors' Disclosure Statement is
available for free at:

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

                          *     *     *

The Debtors are the sole proponents of the Plan.  The Debtors
wrote a note in the Plan that they have engaged in extensive
collaborative efforts with the Committee in the interests of a
filing of a joint Plan.  The Debtors, in consultation with the
Committee, have determined that it is in the interests of their
estates to move forward with the Plan sponsored solely by the
Debtors.  The Debtors, however, expect that continued cooperative
efforts with the Committee will result to a filing of a Joint
Plan sponsored by the Debtors and the Committee prior to hearing
on the adequacy of the information in the Disclosure Statement.  
Court approval of the Disclosure Statement is required before the
Debtors can begin soliciting votes on the Plan.

                      About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a
mortgage real estate investment trust engaged in the business of
investing in mortgage-backed securities and mortgage loans
resulting from the securitization of residential mortgage loans
originated and serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel, nunc pro tunc
to March 3, 2008.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

(American Home Bankruptcy News, Issue No. 43; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).    


AMERICAN HOME: Plan Classification and Treatment of Claims
----------------------------------------------------------
The Joint Plan of Liquidation of American Home Mortgage Investment
Corp. and its debtor-affilitates classifies and treat claims
against, and interests in, the Debtors in this manner:

                             Estimated
Class      Description       Recovery    Plan Treatment
-----      ------------      --------    --------------
  N/A       DIP Facility         100%     Paid in full, in cash
            Claims

  N/A       Administrative       100%     Paid in cash equal to
            Claims                        allowed amount

  N/A       Priority Tax         100%     Paid in cash equal to
            Claims                        allowed amount

  1A, 2A    Priority Claims      100%     Paid in cash equal to
  3A, 4A                                  allowed amount, but
  5A, 6A                                  will not include
  7A, 8A                                  interest or penalty

  1B(1)     Miscellaneous        100%     At Plan Trustee's
  2B(1)(a)  Secured Claims                option, either to be
  3B(1)(a)                                reinstated in full,
  4B(1)(a)                                paid in cash,
  5B(1)(a)                                satisfied, paid in
  6B(1)                                   deferred cash, or other
  7B(1)                                   treatment
  8B(1)

  2B(2)     BofA Syndicate       100%     Treated according to
  3B(2)     Secured Claim                 BofA Global Settlement
  4B(2)                                   Stipulation
  5B(3)

  5B(2)     PNB Secured Claim    100%     At the Plan Trustee's
                                          option, either to be
                                          reinstated in full,
                                          paid in cash,
                                          satisfied, paid in
                                          deferred cash, or other
                                          treatment

  3B(4)     Travelers Secured    100%     Treated according to
  4B(3)     Claim                         Travelers Stipulation
  5B(5)

  3B(3)     JPM Secured Claim    100%     At the Plan Trustee's
  5B(4)                                   option, either to be
                                          reinstated in full,
                                          paid in cash,
                                          satisfied, paid in
                                          deferred cash, or other
                                          treatment

  1C(1)     Unsecured Claims,   5.86%     Paid a Pro Rata share
            other than the                of the Net
            BofA Syndicate                Distributable Assets of
            Unsecured Claim,              the AHM Holdings Estate
            against AHMHI

  2C(1)     Unsecured Claims,   0.83%     Paid a Pro Rata share
            other than the                of the Net
            BofA Syndicate                Distributable Assets of
            Unsecured Claim,              the AHM Investment
            against AHMIC                 Estate

  3C(1)     Unsecured Claims,   0.72%     Paid a Pro Rata share
            other than the                of the Net
            BofA Syndicate                Distributable Assets of
            Unsecured Claim,              the AHM Acceptance
            against AHMAI                 Estate

  4C(1)     Unsecured Claims,   0.11%     Paid a Pro Rata share
            other than the                of the Net
            BofA Syndicate                Distributable Assets of
            Unsecured Claim,              the AHM SV Estate
            against AHM SV

  5C(1)     Unsecured Claims,   1.06%     Paid a Pro Rata share
            other than the                of the Net
            BofA Syndicate                Distributable Assets of
            Unsecured Claim,              the AHM Corp. Estate
            against AHM Corp.

  6C        Unsecured Claims    2.22%     Paid a Pro Rata share
            against AHM                   of the Net
            Ventures                      Distributable Assets of
                                          the AHM Ventures Estate

  7C        Unsecured Claims    0.75%     Paid a Pro Rata share
            against Homegate              of the Net
                                          Distributable Assets of
                                          the Homegate Estate

  8C        Unsecured Claims    1.77%     Paid a Pro Rata share
            against Great Oak             of the Net
                                          Distributable Assets of
                                          the Great Oak Estate

  1C(2)     BofA Syndicate      5.53%     Subject to BofA Global
            Unsecured Claim,              Settlement Stipulation
            against AHMHI                 and BofA Committee
                                          Stipulation, paid a Pro
                                          Rata share of the BofA
                                          Syndicate Net
                                          Distributable Assets of
                                          AHM Holdings Estate

  2C(2)     BofA Syndicate      0.51%     Subject to BofA Global
            Unsecured Claim,              Settlement Stipulation
            against AHMIC                 and BofA Committee
                                          Stipulation, paid a Pro
                                          Rata share of the BofA
                                          Syndicate Net
                                          Distributable Assets of
                                          AHM Investment Estate

  3C(2)     BofA Syndicate      0.39%     Subject to BofA Global
            Unsecured Claim,              Settlement Stipulation
            against AHMAI                 and BofA Committee
                                          Stipulation, paid a Pro
                                          Rata share of the BofA
                                          Syndicate Net
                                          Distributable Assets of
                                          AHM Acceptance Estate

  4C(2)     BofA Syndicate         0%     Subject to BofA Global
            Unsecured Claim,              Settlement Stipulation
            against AHM SV                and BofA Committee
                                          Stipulation, paid a Pro
                                          Rata share of the BofA
                                          Syndicate Net
                                          Distributable Assets of
                                          AHM SV Estate

  5C(2)     BofA Syndicate      0.74%     Subject to BofA Global
            Unsecured Claim,              Settlement Stipulation
            against AHM Corp.             and BofA Committee
                                          Stipulation, paid a Pro
                                          Rata share of the BofA
                                          Syndicate Net
                                          Distributable Assets of
                                          AHM Corp. Estate

  1D, 2D    Subordinated Trust      0%    Holders will neither
            Preferred Claims              retain nor receive any
            against AHM Holdings          property on account of
            and AHM Investment            the claims

  1E, 2E    Subordinated Claims     0%    Holders will neither
  3D, 4D    against all Debtors           retain nor receive any
  5D, 6D                                  property on account of
  7D, 8D                                  the claims

  1F, 2F    Interests in all        0%    Holders will neither
  3E, 4E    Debtors                       retain nor receive any
  5E, 6E                                  property on account of
  7E, 8E                                  the interests

The holders of Allowed Claims in Classes 1B(1), 1C(1), 1C(2),
2B(1)(a), 2B(2), 2C(l), 2C(2), 3B(l)(a), 3B(2), 3B(3), 3C(l),
3C(2), 4B(l), 4B(2), 4C(1), 4C(2), 5B(1)(a), 5B(2), 5B(3), 5B(4),
5C(l), 5C(2), 6B(l), 6C, 7B(l), 7C, 8B(l) and 8C, which are
impaired, are entitled to vote to accept or reject the Plan.

Holders of Allowed Claims in Classes 1D, 1E, 1F, 2D, 2E, 2F, 3D,
3E, 4D, 4E, 5D, 5E, 6D, 6E, 7D, 7E, 8D and 8E are impaired, but
are not entitled to vote on the Plan.  They are deemed to reject
the Plan.

Holders of Allowed Claims in Classes 1A, 2A, 3A, 3B(4), 4A,
4B(3), 5A, 5B(5), 6A, 7A and 8A, which are not impaired, are
deemed to accept the Plan and, therefore, are not entitled to
vote on the Plan.

The percentage recovery for each Class is based on the Debtors'
good-faith estimate, based on all information currently known, of
(i) the amount of Claims against each Debtor that will ultimately
be allowed, and (ii) the amount of cash that will be available in
each bankruptcy estate for distribution to holders of Allowed
Claims after liquidation of all Plan Trust Assets.

The actual amounts of Allowed Claims against each Debtor, and
cash available for distribution to creditors of each estate could
vary materially from the Debtors' estimates, and the actual
percentage recoveries for creditors will necessarily depend upon
the actual amounts of Allowed Claims, cash realized from the
liquidation of non-litigation assets, cash realized from
prosecuting causes of action, and expenses of the Plan Trust.

The Plan Proponents recommend that all creditors entitled to vote
on the Plan cast their ballots to accept the Plan.  The Plan
Proponents believe that confirmation of the Plan will provide the
greatest and earliest possible recoveries to creditors.

                      About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a
mortgage real estate investment trust engaged in the business of
investing in mortgage-backed securities and mortgage loans
resulting from the securitization of residential mortgage loans
originated and serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel, nunc pro tunc
to March 3, 2008.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

(American Home Bankruptcy News, Issue No. 43; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).    


AMERICAN HOME: Wants to Amend DIP Agreement with WL Ross
--------------------------------------------------------
American Home Mortgage Investment Corp., American Home Mortgage
Holdings, Inc., American Home Mortgage Corp., American Home
Mortgage Acceptance, Inc., American Home Mortgage Ventures LLC,
Homegate Settlement Services, Inc., and Great Oak Abstract Corp.,
as borrowers, seek authority of the U.S. Bankruptcy Court for the
District of Delaware to amend a previously approved Debtor-in-
Possession Loan and Security Agreement, dated August 6, 2007,
between them and WLR Recovery Fund III, L.P., as administrative
agent for the DIP Lenders.

On January 4, 2008, the Court approved the Debtors' first
amendment to the DIP Agreement, which (i) decreased the total
commitment under the DIP Facility to $35,000,000, (ii) authorized
the Borrowers to use certain funds borrowed under the DIP
Facility to release liens on certain of the Debtors' loans and
granted the Lenders replacement liens, and (iii) authorized the
Borrowers to use funds borrowed under the DIP Facility in
connection with the Debtors' obligations under their asset
purchase agreement with AH Mortgage Acquisition Co., Inc., dated
September 25, 2007.

The Borrowers, the Lenders and the Administrative Agent have
agreed to further amend the DIP Facility through the terms and
conditions of the Second DIP Facility Amendment, a full-text copy
of which is available for free at:

   http://bankrupt.com/misc/AHM_2ndAmended_DIPAgreement.pdf

By this Motion, the Borrowers ask the Court to authorize on an
interim basis:

   (a) An extension of the DIP Facility's maturity date through
       and including August 18, 2008.  The current maturity date
       is August 6;

   (b) Their retention of the proceeds from the sale of certain
       non-performing loans to Beltway Capital, LLC, and use of
       an aggregate amount of the proceeds not exceeding
       $9,000,000 for working capital and other corporate
       purposes; and

   (c) Payment to each Lender an amendment fee for $225,000.

The Borrowers seek the Court's final authority to:

   (a) Increase the amount of funds available to the Borrowers
       under the DIP Facility up to a maximum of $30,000,000.  
       The Second Amendment provides that the total available
       amount is reduced from $35,000,000 to $30,000,000.
       However, the availability is also amended to eliminate the
       reduction in availability by a lender purchased mortgage
       insurance reserve amount for $12,000,000.  As a result,
       the Second Amendment provides the Debtors with an
       additional availability of $7,000,000;

   (b) Amend the definition of "Applicable Margin", effective as
       of August 6, 2008, to mean 12% per annum;

   (c) Extend the Maturity Date through and including November 5,
       2008;

   (d) Allow the Borrowers to retain the remaining Beltway
       Proceeds for up to $10,577,113, and use of the proceeds
       for working capital and other corporate purposes; and

   (e) Allow them to pay each Lender an amendment fee aggregating
       $525,000, which together with the $225,000 amount paid
       pursuant to the Interim Order, represents a total amount
       of the amendment fee of $750,000.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that the Borrowers continue
to wind-down their affairs, and are currently in the process of
marketing and consummating the sales of certain assets.  However,
a significant portion of the assets being marketed are subject to
the liens under the DIP Facility, or other parties.

Pursuant to the terms of the DIP Facility, the Borrowers are
required to apply the proceeds from the sale of Collateral to
reduce the principal amount outstanding under the DIP Facility.  
Therefore, the Borrowers are unable to use the sale proceeds to
fund their operations.  Accordingly, absent approval of the
Second Amendment, the Debtors may not have access to the cash
necessary to fund operations and their efforts to market and
liquidate the remaining assets, Mr. Patton notes.

Mr. Patton discloses that the Borrowers have extensively pursued
a new postpetition financing arrangement, and have had
discussions with nine potential lenders.  However, any new
financing would require the new lender to provide funds to meet
both the Borrowers' future funding requirements, and "take out"
the existing indebtedness due under the DIP Facility, he
explains.

In light of the current financial and economic conditions, the
Debtors' attempt to obtain a new postpetition credit facility
were unsuccessful, Mr. Patton relates.  Accordingly, the
Borrowers submit that entry into the Second Amendment is within
their sound business judgment because it allows them to complete
an orderly liquidation of their assets, and provides them with
the funds needed to pursue confirmation of their Chapter 11 plan.

                          *     *     *

The Court authorized the Borrowers, in the interim, to use
$9,000,000 of the Beltway Proceeds from August 5, 2008, through
the entry of the Court's Final Order.  The Court directed the
Borrowers to pay the Interim Amendment Fee amounting to $225,000,
which will have an administrative expense status pursuant to
Section 503(b) of the Bankruptcy Code.

Judge Christopher Sontchi held that the Maturity Date will not
occur until, at the earliest, August 19, 2008.

The Court will convene a hearing on August 18, 2008, at 10:00
a.m., for final consideration of the Second Amendment.  Deadline
for Objections was August 11.

                      About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a
mortgage real estate investment trust engaged in the business of
investing in mortgage-backed securities and mortgage loans
resulting from the securitization of residential mortgage loans
originated and serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel, nunc pro tunc
to March 3, 2008.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

(American Home Bankruptcy News, Issue No. 43; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).    


AMERICAN MEDIA: In Talks with Lenders to Reduce Debt by $200MM
--------------------------------------------------------------
Zachery Kouwe and Keith Kelly of New York Post reported in July
that American Media Inc.'s owners, THL Partners and Evercore
Partners, are in talks with lenders about reducing the company's
debt by about $200 million in exchange for a sizable minority
equity stake in the company.

According to the report, American Media "faces an insurmountable
cash crunch next February unless it renegotiates $415 million
worth of junk bonds."  Under the deal, the company has five years
more to pay obligations on the bonds, sources told the Post.  

American Media's bondholders formed a committee about four months
ago and hired Credit Suisse Group to negotiate a restructuring
agreement.

In 2003, THL invested $293 million for a stake in American Media.  
It now values its 58% ownership of the company at $73 million.  
According to the report, "THL has ascribed an enterprise value to
American Media of about $1.14 billion, including debt."

"They would be hard pressed to sell the company for that amount,"
said one analyst told The Post.

                    About American Media Inc.

Headquartered in Boca Raton, Florida, American Media Inc.
-- http://www.americanmediainc.com/-- is a publisher of celebrity   
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and National Enquirer.  In addition to print properties, AMI owns
Distribution Services Inc., an in-store magazine merchandising
company.


ANDOVER MEDICAL: Posts $3MM Net Loss in 2008 Second Quarter
-----------------------------------------------------------
Andover Medical Inc. reported a net loss of $3,200,231 for the
second quarter ended June 30, 2008, compared with a net loss of
$614,292 in the same period last year.

The company completed the acquisition of its first two operating
companies in May 2007.  Revenues for the quarter ended June 30,
2008 were $2,160,028 compared with $1,605,365 in the period from
May 4, 2007, to June 30, 2007.  The increase is primarily due to
the inclusion of acquired companies for the entire quarter ended
June 30, 2008.

The net loss for the three months ended June 30, 2008, primarily
reflects the company's operating loss of $680,926, $2,218,228 in
accrued non-cash penalties for the delayed filing of a
registration statement on Form S-1, and $131,966 of share based
compensation expense.  Net loss for the three months ended
June 30, 2007, reflects primarily the effects of share based
compensation and the impact of costs incurred to execute the
company's business strategy.

At June 30, 2008, the company's consolidated balance sheet showed
$10,051,266 in total assets, $4,718,340 in total liabilities, and
$5,332,926 in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $3,871,485 in total current assets
available to pay $4,360,296 in total current liabilities.

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?30ca

                       Going Concern Doubt

Mantyla, McReynolds, LLC, in Salt Lake City, expressed substantial
doubt about Andover Medical Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the company has not yet generated profits from
operations and is still developing its planned principal
operations.  

                    About Andover Medical Inc.

Based in North Andover, Mass., Andover Medical Inc. (OTC BB: ADOV)
-- http://www.andovermedical.com/-- is building a single source  
provider of orthopedic durable medical equipment.  The company
intends to establish a nationwide subsidiary network and plans to
offer physicians the largest selection of competitively priced
brand-name durable medical equipment.


ANSONIA CDO: S&P Downgrades Rating on Class Q Securities to CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
classes of notes issued by Ansonia CDO 2007-1 Ltd., a hybrid cash
flow/synthetic collateralized debt obligation (CDO) transaction,
and removed five of them from CreditWatch with negative
implications, where they were placed on May 28, 2008. At the same
time, S&P affirmed its 'AAA' ratings on the class A-1 and A-2
notes.

The downgrades and CreditWatch removals reflect credit
deterioration as well as the incorporation of Standard & Poor's
revised recovery rate assumptions for commercial mortgage-backed
securities.

As of the July 21, 2008, trustee report, approximately 29% of the
underlying collateral (as of Aug. 14, 2008) was rated below
investment grade, compared with approximately 21% as of the first
trustee report issued in August 2007.

Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings continue to reflect the
credit quality of the obligors within the collateral pool and that
the credit enhancement available is sufficient to support the
rated notes.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Ansonia CDO 2007-1 Ltd.
                 Rating
Class       To              From
F           BBB+            A/Watch Neg
G           BBB             A-/Watch Neg
H           BBB-            BBB+/Watch Neg
J           BBB-            BBB/Watch Neg
K           BB+             BBB-/Watch Neg

RATINGS LOWERED

Ansonia CDO 2007-1 Ltd.
                 Rating
Class       To              From
B           AA              AA+
C           AA-             AA
D           A+              AA-
E           A               A+
L           BB              BB+
M           BB-             BB
N           B+              BB-
O           B               B+
P           B-              B
Q           CCC+            B-

RATINGS AFFIRMED

Ansonia CDO 2007-1 Ltd.
Class       Rating
A-1         AAA
A-2         AAA


BAKER STREET: Fitch Holds 'BB' Rating on $12MM Class E Notes
------------------------------------------------------------
Fitch Ratings has affirmed six classes of notes issued by Baker
Street CLO II Ltd/Corp.  These rating actions are effective
immediately:

  -- $270,000,000 class A-1 floating-rate notes at 'AAA';
  -- $30,000,000 class A-2 variable funding floating-rate notes at
     'AAA';

  -- $20,100,000 class B floating-rate notes at 'AA';
  -- $21,000,000 class C floating-rate deferrable notes at 'A';
  -- $15,900,000 class D floating-rate deferrable notes at 'BBB';
  -- $12,000,000 class E floating-rate deferrable notes at 'BB'.

The rating action reflects Fitch's view on the credit risk of the
rated notes following the release of its new corporate CDO rating
Criteria.

Baker Street II is a revolving cash flow transaction
collateralized by a portfolio of primarily leveraged loans that
closed on Sept. 15, 2006 and is managed by Seix Investment
Advisors LLC.  Baker Street II will exit its reinvestment period
in October 2012 and has a portfolio comprised of 98% senior
secured obligations and 2% second lien loans.  The three largest
industry concentrations in the Baker Street II portfolio are
Healthcare and Pharmaceuticals (12.7%), Broadcasting and Media
(10.2%) and Banking and Finance (8.9%).  

The five largest obligors represent approximately 5% of the
portfolio and the single largest obligor is approximately 1.1% of
the portfolio.  Included in this review, Fitch conducted cash flow
modeling to measure the breakeven default rates relative to the
cumulative default rates associated with the current ratings of
the note liabilities.  The cash flow model incorporates the
transaction's structural features and Fitch's updated Corporate
CDO rating criteria.

The notes are being affirmed as a result of the portfolio
performing within Fitch's expectations since the closing date.  As
of the July 8, 2008 trustee report, the Fitch Weighted Average
Rating Factor is ('B+/B'), which is within the transaction
covenanted level of ('B/B-') that was factored into Fitch's
analysis at the close of the transaction.  Of the portfolio, 26.6%
and 4.5% is on Outlook Negative and Rating Watch Negative,
respectively, which was factored into this analysis by making
standard adjustments as described in Fitch's updated corporate CDO
criteria.

Currently 3.8% of the portfolio is rated 'CCC+' or below and 2.5%
of the portfolio is defaulted.  The transaction includes
overcollateralization and interest coverage tests for the class
A/B, C, D and E notes.  All OC and IC tests are currently passing
their minimum test levels.  Failure of any coverage test will
redeem the notes sequentially, with the exception of the class E
OC test which, if triggered during the reinvestment period, will
paydown the class E notes first, followed by classes A, B, C and
D.  This feature provides additional credit support to the class E
notes.

Currently the percentage of defaulted assets, overall credit
quality and spread levels of the portfolio are within Fitch's
expectations.  Looking forward, the amount of defaults and the
level of recovery realized on defaulted assets will be a
determining factor for future rating actions.

The ratings of the class A-1, A-2 and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the transaction's governing documents, as well as
the aggregate outstanding amount of principal by the stated
maturity date.  The ratings on classes C, D and E address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the transaction's governing documents,
as well as the aggregate outstanding amount of principal by the
stated maturity date of Oct. 15, 2019.

Fitch released updated criteria on April 30 for corporate CDOs
and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  As part of this review, Fitch makes standard
adjustments for any names on Rating Watch Negative or Outlook
Negative, reducing such ratings for default analysis purpose by
two and one notch, respectively.


BIRCH MOUNTAIN: Has Until August 17 to Appeal AMEX Delisting Move
-----------------------------------------------------------------
Birch Mountain Resources Ltd. received notice from the Staff of
the American Stock Exchange LLC that the AMEX intends to strike
the common stock of the company from Exchange listing by filing a
delisting application with the U.S. Securities and Exchange
Commission pursuant to Section 1009(d) of the AMEX company Guide.
Unless the company elects to appeal the Staff determination by
Aug. 19, 2008, it will become final on that date.

The company does not intend to appeal the Staff's determination,
and it expects that its common stock will be delisted from trading
on the AMEX in the near future.  The company expects that its
common stock will continue to be listed on the Toronto Stock
Exchange.

The Staff of the AMEX notified the company on April 29, 2008, that
the company did not meet its standards for continued listing
because, in the opinion of the AMEX, the company had sustained
losses that are so substantial in relation to its overall
operations or its existing financial condition, or its financial
condition has become so impaired, that it appeared questionable as
to whether the company would be able to continue its operations
and/or meet its obligations as they mature.  The company submitted
its plan, dated May 28, 2008, and supplemented July 7, 2008, for
regaining compliance with the listing standards by October 2009,
and the AMEX notified the company of its acceptance of the Plan on
July 16, 2008.

The Staff of the AMEX stated that the basis for its determination
to delist the company's common stock was based upon these
continued listing deficiencies:

   1) the failure of the company to make timely payment of a
      June 30, 2008, interest payment on its Convertible Unsecured
      Subordinate Debentures, which payment was a milestone
      requirement of the Plan, and the failure of the company to
      provide information to the Staff concerning its intention
      and ability to renegotiate the terms of the Debentures so
      that the Staff does not believe that the company can be
      reasonably expected to regain compliance with Section
      1002(a)(iv) of the AMEX company Guide;

   2) the failure of the company to make a public statement by
      July 23, 2008, disclosing that its listing was being
      continued pursuant to an extension provided for under the
      Plan; and

   3) the inconsistency between the Plan's requirements that the
      company sell equity to raise additional capital and the
      company's announced intention to seek an immediate sale of
      the company, and that the proposed sale of the company does
      not represent an acceptable method to regain compliance with
      the requirements of AMEX company Guide Sections 1003(a)(i),
      1003(a)(ii), 1003(a)(iii) and 1003(a)(iv).

                      About Birch Mountain

Headquartered in Calgary, Canada, Birch Mountain Resources Ltd.
(TSX and AMEX: BMD) -- http://www.birchmountain.com/-- operates      
the Muskeg Valley Quarry, an early production stage limestone
quarry that produces limestone aggregate products for sale to
customers in the Athabasca Oil Sands region of northeastern
Alberta.  

The company is engaged in the regulatory approval process for the
Hammerstone Project which will expand the Muskeg Valley Quarry and
add an integrated limestone processing complex to provide
manufactured limestone-based products such as quicklime, as well
as related environmental services such as spent lime re-calcining.

                        Going Concern Doubt

Birch Mountain Resources Ltd. disclosed in its report on Form 6-K
which was filed with the U.S. Securities and Exchange Commission
on May 20, 2008, that the company currently has insufficient
revenue to meet its yearly operating and capital requirements.  

The company has incurred operating losses since its inception in
1995, and as of March 31, 2008, has an accumulated deficit of
C$48.2 million.  Losses are from costs incurred in the early
operation and development of the Muskeg Valley Quarry and the
Hammerstone Project, exploration of mineral opportunities and
mineral technology research.  Future operating losses may occur as
a result of the continued operation of the Muskeg Valley Quarry
and development of the Hammerstone Project.

The company has a working capital balance at March 31, 2008, of
C$2.1 million, a decrease of approximately C$5.5 million from
Dec. 31, 2007.

The company has formally engaged RBC Capital Markets to assist in
the evaluation of strategic alternatives, which includes
discussing debt and equity strategies for its immediate and medium
term capital needs.  To the extent the company raises additional
capital by issuing equity or convertible debt securities,
ownership dilution to shareholders will result.  

The company believes these factors raise substantial doubt about
the company's ability to continue as a going concern.


BLOCKBUSTER INC: Moody's Affirms Caa1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service downgraded Blockbuster Inc.'s
probability of default rating to Caa1 from B3.  The company's Caa1
corporate family rating, Caa2 senior subordinated note rating, and
SGL-4 speculative grade liquidity rating were affirmed.  At the
same time, Moody's raised the company's secured bank facilities to
B1 from B3.  The outlook remains negative.

The PDR downgrade considers that despite a notable improvement in
operating income and a reduction in leverage, Blockbuster still
remains highly leveraged and is faced with the burden of
refinancing in a challenging credit environment.  Blockbuster
currently faces two near term debt maturities as both its $40
million term loan A and its revolving credit facility expire in
August 2009.

The affirmation of Blockbuster's Caa1 corporate family rating and
Caa2 senior subordinated note rating, along with the two-notch
upgrade of its secured bank facilities to B1 from B3, reflects the
company's improved recovery prospects as a result of the company's
notable operating improvements.  In addition to operating
improvements, Blockbuster repaid approximately $134 million of
senior secured debt during 2007.

In addition to the uncertainty related to Blockbuster's ability to
refinance in a difficult credit environment, the negative outlook
also reflects its continued weak credit metrics and weak free cash
flow generation given its working capital investment.

The SGL-4 speculative grade liquidity rating continues to
acknowledge the lack of a multi-year credit facility, its $25
million quarterly reduction in its revolver size which reduces the
level of external liquidity, and its need to invest in working
capital constraining its free cash flow.  In addition the SGL-4
acknowledges Blockbuster's modest cushion over its fixed charge
coverage and leverage financial covenants which become effective
for the quarter ending March 2009.

These rating is downgraded:

  -- Probability of default rating to Caa1 from B3

These ratings are upgraded:

  -- Senior secured bank credit facilities to B1 (LGD2, 21%) from
     B3 (LGD3, 42%)

These ratings are affirmed:

  -- Corporate family rating at Caa1

  -- Senior subordinated notes rating at Caa2 (LGD5, 82%)

  -- Speculative grade liquidity rating at SGL-4

Blockbuster Inc., headquartered in Dallas, Texas, is a provider of
in-home movie and game entertainment with approximately 7,700
stores throughout the Americas, Europe, Asia, and Australia.  
Total revenues for the twelve months ended July 6, 2008 were
approximately $5.5 billion.


BONTEN MEDIA: Moody's Assigns B1 Rating to Proposed Term Loan
-------------------------------------------------------------
Moody's affirmed the B3 corporate family and probability of
default ratings for Bonten Media Group Inc., and assigned a B1
rating to its proposed senior secured first lien credit facility.
The proposed credit facility, along with equity committed by
Diamond Castle Partners IV L.P. and affiliates, will fund the
acquisition of CBS affiliate WTVF-TV in Nashville, Tennessee from
Landmark Communications.  The meaningful equity contribution
improves Bonten's credit profile, and the increased scale and
diversification enhance its business profile.  However, Bonten
reported revenue and EBITDA margins below Moody's expectations
(noting that management did not gain control of the assets as
early as expected).  Furthermore, industry conditions have
deteriorated and (even pro forma for the acquisition) the company
remains among the smallest rated broadcast companies.  These
factors preclude a positive rating action at this time, although
Moody's considers Bonten well positioned in the B3 (CFR) rating
category.

Moody's also downgraded the existing first lien bank debt rating
to B1 from Ba3 and the senior subordinated notes' rating to Caa2
from Caa1, in accordance with its Loss Given Default Methodology.
The first lien bank debt now comprises a greater portion of the
overall debt capital structure while the layer of junior capital
remains the same, leading to the one notch downgrade.
Additionally, bondholders now have an increased amount of senior
ranking debt with a first priority claim on the assets ahead of
them, contributing to the downgrade of this rating.  The outlook
is stable, and a summary of the actions.

Bonten Media Group Inc.

  -- Senior Secured First Lien Credit Facility, B1, LGD2, 26%

  -- Senior Subordinated Bonds, Downgraded to Caa2, LGD5, 81% from
     Caa1

Outlook: Stable

The B3 CFR reflects Bonten's lack of scale, substantial revenue
and cash flow concentration in three key markets, limited free
cash flow (negative in 2007, as reported for Bonten, and expected
to remain below 5% of debt for the next couple of years), and high
leverage, as well as the limited track record of this management
team operating these assets.  The rating also incorporates the
inherent cyclicality of advertising spending and long term secular
pressures as the proliferation of new media fragments audiences
and these non-traditional media compete for advertising dollars.
Bonten's leading position in most of its markets, the substantial
contribution of local advertising to total revenues, and diverse
network affiliations all support the ratings.  Moody's also views
the meaningful equity contribution, which represents about 45% of
the total capital structure pro forma for the acquisition, as a
credit positive.

Bonten Media Group Inc., a television broadcaster, owns or has
joint sales and shared service agreements with 17 full power, low
power and digital television stations in 9 markets pro forma for
the Landmark acquisition.  It maintains headquarters in New York,
New York, and its pro forma annual revenue is slightly below
$100 million.


BOSCOV'S INC: Wants Richards Layton as Local Delaware Counsel
-------------------------------------------------------------
Boscov's Inc. and its affiliated debtors seek permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Richards Layton & Finger P.A., as their local Delaware counsel,
nunc pro tunc to Aug. 4, 2008.

As local counsel, Richards Layton will:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors-in-possession in the continued
       operation of their business and management of their
       properties;

   (b) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

   (c) prepare on behalf of the Debtors all necessary motions,
       applications, answers, orders, reports and papers in
       connection with the administration of their estates;

   (d) attend meetings and negotiations with representatives of
       creditors, equity holders, prospective investors or
       acquirers, and other parties-in-interest;

   (e) appear before the Court, any appellate court and the
       Office of the U.S. Trustee to protect the interests of the
       Debtors;

   (f) pursue approval of confirmation of a plan of
       reorganization and approval of the corresponding
       solicitation procedures and disclosure statement; and

   (g) perform all other necessary legal services in connection
       with the Debtors' Chapter 11 cases.

The Debtors will pay Richards Layton according to its customary
hourly rates.  The Debtors anticipate these professionals to take
a lead in the bankruptcy cases:

     Professional                         Hourly Rate
     ------------                         -----------
     Daniel J. DeFranceschi, Esq.             $550
     Paul N. Neath, Esq.                      $475
     Lee E. Kaufman, Esq.                     $275
     L. Katherine Good, Esq.                  $275
     Cory D. Kandestin, Esq.                  $245
     Ann Jerominski                           $185

The Debtors will also reimburse Richards Layton for any necessary
out-of-pocket expenses.

Daniel J. DeFranceschi, Esq., a director at Richards, Layton &
Finger, P.A., assures the Court that his firm does not represent
any interest adverse to the Debtors or their estates, and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. DeFranceschi discloses that prior to the Petition Date, the
Debtors paid Richards Layton a total retainer of $195,000 in
connection with and in contemplation of the bankruptcy cases.  
The Debtors propose that the retainer be treated as an evergreen
retainer by Richards Layton.

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


BOSCOV'S INC: Taps Kurtzman Carson as Claims and Noticing Agent
---------------------------------------------------------------
Boscov's Inc. and its affiliated debtors seek permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Kurtzman Carson Consultants LLC, as their claims, noticing
and balloting agent.

The thousands of creditors and other parties-in-interest in the
Debtors' Chapter 11 cases may impose heavy administrative burdens
upon the Court and the Office of the Clerk of the Bankruptcy
Court, Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, the Debtors' proposed
local counsel, tells the Court.

James Le, chief operating officer for KCC, says KCC has provided
substantially similar services in other Chapter 11 cases in the
Delaware District, including Sharper Image Corporation, Tweeter
Home Entertainment Group, Inc., and Pope & Talbot, Inc., among
others.  

As claims and noticing agent, KCC will:

   (a) assist with creditor matrix compilations, relevant notice
       party list creation, preparation of required schedules
       and statements of financial affairs, and the design and
       execution of first-day filing campaigns;

   (b) create and host a case-specific Web site to provide
       access to information and documents to creditors and the
       general public related to the Debtors' Chapter 11 cases;

   (c) create and distribute personalized claim forms to
       creditors and other interested parties;

   (d) coordinate receipts of proofs of claim filed with the
       Court, provide secure storage for all original proofs of
       claim and maintain the official claims register;

   (e) facilitate the claims resolution process by matching filed
       claims to scheduled liabilities, identify duplicate and
       amended claims, and generate reports to be used as
       exhibits for claims objections.

   (f) create, manage, produce and distribute all notices,
       including placement of legal notices and preparation of
       affidavits of service for filing with the Court;

   (g) implement virtual data room solutions to help expedite
       contract review, streamline asset sales or facilitate
       legal proceedings related to the Debtors' restructuring;

   (h) assist with solicitation of votes and tabulation of
       ballots related to a plan of reorganization;

   (i) perform disbursement services, such as designated bank
       account management, calculation of distribution amounts
       and coordination of distribution proceeds to creditors;
       and

   (j) perform other claims processing, noticing, balloting and
       related administrative services requested by the Debtors
       from time to time.
   
The Debtors will pay KCC according to its customary hourly rates
and reimburse the firm for any reasonable fess related to
transportation, lodging, meals, publications, postage, and other
third-party charges.  The Debtors will pay an advance monthly
payment where the fee is expected to exceed $10,000 in a single
month.  Additionally, KCC will provide files protection services
to the Debtors, and will receive a $75,000 retainer for the
expenses and cost of the services.

Mr. Le assures the Court that KCC does not hold any interest
adverse to the Debtors' estates, and is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code.

                       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)


BOWNE & CO: S&P Says BB Rating Unaffected By 2nd Quarter Results
----------------------------------------------------------------
Standard & Poor's Ratings Services said its rating and outlook on
Bowne & Co. (BB-/Stable/--) are unaffected by the company's
reported financial results for the second quarter of 2008. The
company's results for the quarter ended June 30, 2008 reflect a
significant decline in capital market activity as compared to the
same period in 2007, and the current rating is based on the
expectation for continued weakness in the transactional services
business for the remainder of the year. To offset the current
downturn, the company implemented initiatives through which
management intends to achieve approximately $55 million in
annualized cost savings, including headcount reductions, the
conversion to a cash balance pension plan, and the integration and
consolidation of manufacturing facilities attributable to recent
acquisitions.

"Reported EBITDA for the second quarter of 2008 was $30.1 million
-- a 24% decline from $39.6 million for the second quarter of 2007
-- which is in line with our expectation. The decline is primarily
attributable to the decrease in capital markets services revenue,
which historically is the company's most profitable service
offering. While we expect continued declines in capital market
activities, the acquisitions of Alliance Data Mail Services in
November 2007, GCom2 Solutions in February 2008, the digital print
business of Rapid Solutions Group in April 2008, and Capital
Systems Inc. in July 2008 should serve to expand Bowne's client
base and contribute to the diversification of its revenues.
Although the company is still in the early stages of integrating
these acquisitions, management expects that they will contribute
$80 million to $85 million in revenue and $9 million to $11
million in EBITDA to consolidated operating results in 2008," S&P
says.

"Despite the weakness in operating trends, the stable rating
outlook remains appropriate given Bowne's credit metrics, as we
anticipate that the company will experience volatile earnings
depending on capital market conditions. Based on second-quarter
results, we estimate the company's operating lease-adjusted debt
leverage to be about 3.3x. This is in line with our previous
statement that leverage must remain at less than 4.5x to be
consistent with the current rating," S&P says.


BROADLANE INC: S&P Revises Secured Credit Facility Ratings to BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its issue-level and
recovery ratings on Broadlane Inc.'s senior secured credit
facilities following a change in the deal terms. The facilities
now consist of a $15 million revolving credit facility and a $140
million term loan B, both due in 2013. The term loan was increased
by $5 million. The rating on this secured debt was lowered to
'BB-' (one notch above the 'B+' corporate credit rating on the
company) from 'BB'.  The recovery rating was revised to '2',
indicating S&P's expectation for substantial (70%-90%) recovery
for secured lenders in the event of a payment default.

The company also decreased the amount of its senior subordinated
notes issuance (unrated) by $5 million, to $62.5 million.

The corporate credit rating on Broadlane is 'B+' and the rating
outlook is stable. The 'B+' rating reflects the company's
uncertain level of success operating as a newly independent entity
in the competitive group purchasing organization (GPO) industry,
the concentration within its relatively limited revenue base, and
its high financial leverage. These risks are partially offset by
the company's unique service offering, the recurring nature of its
revenues, and its strong cash flow generation.

Ratings List

Broadlane Inc.
  Corporate credit rating    B+/Stable/--

                             To        From
Revised Ratings
  Secured debt               BB-       BB
    Recovery rating          2         1


BROOKLYN NAVY: Fitch Holds 'BB' Sr. Debt Rating; Outlook Evolving
-----------------------------------------------------------------
Fitch Ratings has affirmed Brooklyn Navy Yard Cogeneration
Partners' senior debt rating at 'BB'.  The rating action applies
to the $81 million of taxable debt issued by BNY and the
$304 million of tax-exempt debt issued by the New York City
Industrial Development Agency on behalf of BNY.  The Rating
Outlook is Evolving.

BNY owns a nominal 286-megawatt cogeneration facility that
delivers its output primarily to Consolidated Edison of New York
(ConEd; rated 'BBB+' with a Stable Outlook by Fitch) under a long-
term energy services agreement.  Under the ESA, ConEd purchases
essentially the entire output of the facility in the form of
electricity and steam.  Electrical deliveries are proportionately
greater in the summer and steam deliveries are proportionately
greater in the winter.  BNY's senior debt obligations are payable
in April and October.  In recent years, coverage of the April
payments averages 1.8 times, and 1.1x for the October payment.

Technical issues have historically reduced energy deliveries and
prevented the project from achieving capacity requirements under
the ESA.  Fitch expects that repairs undertaken in 2005, for which
BNY incurred $30 million of additional senior indebtedness, have
returned the project to operational form.  Financial results have
shown improvement as well, semiannual debt service coverage ratios
over the last four semesters have averaged 1.43x.  

However, future improvements in cash flow may be offset by
additional natural gas usage taxes levied by the New York State
Department of Taxation and Finance, which BNY estimates will be
between $4 million and $6 million annually.  Despite disputing the
applicability of the tax law, BNY began paying the taxes as of
June 2007.  BNY and NYSDTF remain in the preliminary stages of
negotiating the tax, and Fitch does not expect an imminent
resolution.

The current rating incorporates the assumption that the natural
gas use tax will be an ongoing expense in the order of magnitude
indicated.  However, Fitch recognizes additional rating action may
be required depending on the actual size of the tax and the
ultimate resolution of the dispute.

Fitch considers that another, separate and distinct, legal dispute
between BNY and NYSDTF originating in 2002 and regarding gas
importation taxes may have reached its culmination.  On Jan. 31,
2008, the New York State Supreme Court rejected an appeal filed by
Edison Mission Energy (EME; rated 'BB-' with a Stable Outlook) on
behalf of BNY, and it is unclear if BNY and EME have any further
legal recourse.  BNY management currently estimates the maximum
potential liability to be $18.9 million.  EME has indemnified
certain of the owners of BNY for tax payments prior to March 31,
2004; however, it is unclear to what extent BNY bondholders may
depend on the EME indemnification.

Fitch believes that in the event both tax disputes are resolved in
BNY's favor and technical operations continue their recent trend
that a positive rating action would likely be appropriate.   
Conversely, another cycle of poor operations or a larger-than-
expected tax burden would likely trigger a downgrade.


BRUNSWICK CORP: S&P Rates Proposed $250MM Senior Notes 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Lake Forest, Ill.-based Brunswick Corp.'s
proposed $250 million senior notes due August 2013. The notes were
rated 'BB+' (at the same level as the 'BB+' corporate credit
rating on the company) with a recovery rating of '4', indicating
S&P's expectation of average (30% to 50%) recovery in the event of
a payment default. (For the complete recovery analysis, see
Standard & Poor's recovery report on Brunswick published July 8,
2008 on RatingsDirect.)

The company expects to use proceeds to pay off its floating-rate
notes maturing in July 2009. The notes will be senior unsecured
obligations of the company and will rank pari passu with all
present and future senior unsecured indebtedness.

The long-term corporate credit rating on Brunswick is 'BB+' and
the rating outlook is stable. The rating reflects S&P's concerns
about the declining recreational marine industry (which is being
buffeted by rising gas prices, low consumer confidence, and lower
credit availability), and the effect that a steep decline in
profitability is having on credit measures. These factors are
offset only partially by the company's leading position in the
industry and its moderate capital structure. Brunswick's nonmarine
operations--bowling and fitness equipment--provide only modest
business diversity. Operating performance of nonmarine operations
has been up slightly.

Ratings List

Brunswick Corp.
Corporate Credit Rating          BB+/Stable/B


New Ratings

Brunswick Corp.
$250M Sr Nts Due 2013            BB+
   Recovery Rating                4


C-BASS CBO: Fitch Slashes 'A' Rating on $12MM Cl. C Notes to 'BB-'
------------------------------------------------------------------
Fitch Ratings has downgraded four classes of notes issued by C-
Bass CBO XIII Ltd.  These rating actions are effective
immediately:

  -- $207,399,009 class A notes downgraded to 'BBB+' from 'AAA';
  -- $39,500,000 class B notes downgraded to 'BB+' from 'AA' and
     removed from Rating Watch Negative;

  -- $12,000,000 class C notes downgraded to 'BB-' from 'A' and
     removed from Rating Watch Negative; and

  -- $18,217,500 class D notes downgraded to 'B-' from 'BBB' and
     removed from Rating Watch Negative.

Fitch's rating actions reflect the credit deterioration within the
portfolio and underlying exposure to U.S. subprime residential
mortgage-backed securities.

C-Bass XIII is a cash flow collateralized debt obligation that
closed on March 17, 2005 and is managed by C-Bass Investment
Management LLC.  Presently, 51.6% of the portfolio consists of
U.S. subprime RMBS (21.7% is from the 2005-2007 vintages), 22.2%
Alt-A RMBS (0.9% is from the 2005-2007 vintages), 7.1% prime RMBS,
5.3% commercial mortgage backed securities, 4.8% commercial real
estate CDOs, 3.9% manufactured housing RMBS, 2.4% commercial asset
backed securities, 2.0% U.S. structured finance CDOs, and 0.7%
high yield bond CDOs.

Since Fitch's last rating action in February 2006, approximately
25.4% of the portfolio has been downgraded and an additional 2.7%
of the portfolio is currently on Rating Watch Negative.   
Approximately 36% of the portfolio is now rated below investment
grade and 8.0% is rated 'CCC+' and below.  The negative credit
migration has resulted in the weighted average rating of the
portfolio deteriorating to 'BB+' from 'BBB/BBB-' at the last
review.

Currently, the class A/B, C, and D overcollateralization tests
ratios are all passing their minimum levels of 108.8%, 107.7% and
103.8%, respectively.  All classes of notes are receiving interest
distributions at this time.  The downgrades to the rated notes are
a result of the credit deterioration experienced to date and
reflect Fitch's updated view of the default risk associated with
each of the notes.

The ratings on the class A and B notes address the timely payment
of interest and the ultimate repayment of principal by the stated
maturity date as per the transaction's governing documents.  The
ratings on the class C and D notes address the ultimate repayment
of principal and the ultimate payment of interest by the stated
maturity date as per the transaction's governing documents.

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


CASCADES INC: High Leverage Cues S&P to Lower Rating to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating of Kingsey Falls, Que.-based Cascades Inc. to 'BB-' from
'BB', reflecting the company's deteriorating financial risk
profile and high leverage. The outlook is negative.

"At the same time, we lowered the issue-level ratings on Cascades'
senior secured debt, to 'BB+' from 'BBB-' (two notches above the
corporate credit rating on the company), and senior unsecured
debt, to 'B+' from 'BB-' (one notch below the corporate credit
rating on the company). The recovery ratings on both debts are
unchanged," S&P says.

The downgrade reflects Cascades' highly leveraged capital
structure, weak profitability, and exposure to cyclical boxboard,
containerboard, and tissue prices and volumes. These risks are
partly mitigated by a diverse revenue stream and vertical
integration.

Cascades is an integrated packaging and tissue company that
manufactures, converts, collects, and processes recycled paper. It
is the No. 1 containerboard producer in Canada and the second-
largest producer of coated recycled boxboard in North America. The
company operates facilities in Canada, the U.S., and to a lesser
extent, Europe.

"The company's financial risk profile has deteriorated due to
continued weak performance in the boxboard business and rising
input costs, resulting in deteriorating profitability and an
inability to generate sufficient free operating cash flows to pay
down debt," said Standard & Poor's credit analyst Jatinder Mall.
"Although recently announced price increases in key segments will
lead to some relief from high input costs, we expect overall
profitability to remain under pressure and the leverage to remain
high in the near term," Mr. Mall added.

In addition, Cascades' boxboard business has been struggling for
several years. While the converting business continues to generate
good margins, EBITDA margins on the North American manufacturing
side have been negative. Management has taken several steps to
strengthen this business by temporarily closing certain
operations, transferring management of the North American boxboard
operations to Norampac Inc. (which has a track record of
successful restructuring), and recently merging its European
boxboard operations with Reno De Medici SpA (not rated), but it
must take further action to improve profitability. Furthermore,
while the upstream integration into Metro Waste Paper Recovery
Inc. ensures a consistent supply of recycled fiber for the
company's mills, it doesn't insulate Cascades from the increasing
cost of recycled fiber.

"The negative outlook reflects our expectations that Cascades'
profitability will remain under pressure despite recently
announced price increases in all key segments. Furthermore, the
boxboard division will likely remain a drain on the company in the
near term. We could lower the ratings if the company can't improve
profitability and if its leverage were to deteriorate further. On
the other hand, an upgrade would likely require the company to pay
down debt and demonstrate its ability to sustain a leverage ratio
of about 3.5x-4.0x," S&P says.


CENTAUR LLC: S&P Cuts Rating to 'CCC'; CreditWatch Developing
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Centaur LLC. The corporate credit
rating was lowered to 'CCC' from 'B'. The ratings remain on
CreditWatch; however, the implications were revised to developing
from negative.

"The downgrade reflects a Notice of Event of Default and
Acceleration issued to Centaur yesterday by its second-lien
lenders, due to the company's inability to obtain its Pennsylvania
gaming license as stipulated in the credit facility. There is
currently a 120-day standstill period until the second-lien
lenders can accelerate payment, during which time we expect
negotiations between first- and second-lien lenders to occur.
While we do not believe acceleration of payment is the likely
outcome, a high level of uncertainty exists as to what actions
both the first- and second-lien lenders will take," S&P says.

"If lenders reach some sort of resolution and decide not to
accelerate, we could potentially raise our rating on Centaur,"
said Standard & Poor's credit analyst Ariel Silverberg. "However,
the extent of an upgrade would be contingent upon an assessment of
the operating performance of the company's facilities in Colorado
and Indiana within the context of the revised capital structure."

"In resolving the CreditWatch listing, we will monitor discussions
between the lenders and evaluate the implications of any
resolution," S&P says.


COLTRANE CLO: Portfolio Liquidation Cues Fitch to Withdraw Ratings
------------------------------------------------------------------
Fitch Ratings downgraded and withdrawn its rating on Coltrane CLO
P.L.C. effective immediately:

  -- EUR26,000,000 class B notes are downgraded to 'C/DR4' from
     'CC' and withdrawn;

  -- EUR45,000,000 class C notes are downgraded to 'C/DR6' from
     'CC' and withdrawn;

  -- EUR1,750,000 class D-1 notes are downgraded to 'C/DR6' from
     'CC' and withdrawn;

  -- EUR2,000,000 class D-2 notes are downgraded to 'C/DR6' from
     'CC' and withdrawn.

These actions are the result of Coltrane's portfolio liquidation.
The class B notes have received EUR 7,589,897 in principal
distributions and are awaiting EUR 1,359,990 in interest payments
which are expected to be paid out in early 2009.  Class C, D-1,
and D-2 notes will not receive any principal payments.


CONSECO SR. HEALTH: Moody's Changes Review Direction to Uncertain
-----------------------------------------------------------------
Moody's Investors Service has changed the review of Conseco Senior
Health Insurance Company (Caa1 insurance financial strength
rating) to direction uncertain from possible downgrade.  The
action follows an announcement by Conseco Inc. (Conseco, NYSE:
CNO; senior bank facility at Ba3) of a plan to transfer CSHIC to
an independent trust.  The rating agency said the revised
direction of the review indicates the possibility that CSHICs IFS
rating could now be downgraded, upgraded or confirmed depending on
future developments at the company.

Under the plan, Conseco will transfer the stock of CSHIC for no
consideration, along with $2.9 billion (on a statutory basis) of
assets and related LTC liabilities to the trust, to be named
Senior Health Care Oversight Trust, formed for the exclusive
benefit of CSHIC long-term care policyholders.  The company will
contribute an additional $175 million in the form of Conseco notes
and cash prior to close.  Assuming the transaction proceeds
according to Conseco's expectations, it would close during the
fourth quarter of 2008, and CSHIC's name would change to Senior
Health Insurance Company of Pennsylvania.

Conseco anticipates it will record charges of $1.2 billion
(generally accepted accounting principles basis) related to the
transaction. The charges consist of the equity basis of CSHIC, the
capital contribution and an additional valuation allowance for
deferred tax assets.

Moody's stated that its review of the ratings of CSHIC will focus
on the capital adequacy of the company, the potential volatility
of the liabilities, as well as the ability of the company to
receive actuarially justified rate increases on its long term care
policies. Post the transaction, CSHIC is expected to have a
company action level risk based capital in excess of 300%, well
above its reported level of 130% as of the end of 2007.

The ratings of Conseco and the IFS ratings of its insurance
subsidiaries (other than CSHIC) remain under review for possible
downgrade, which was initiated on April 17, 2008.  The rating
agency noted that if completed, the proposed transaction would
help eliminate the earnings challenges and uncertainty associated
with CSHIC.  However, by reducing equity and adding debt, it also
raises the company's financial leverage, providing it less room
under the financial leverage covenant associated with the
company's bank credit facility.

According to Scott Robinson, Moody's Vice President and Senior
Credit Officer, "During our review of Conseco, Moody's will
analyze the earnings power and cash flow generation capacity of
the company on a pro forma basis."  According to the company,
financial leverage calculated on a pro forma basis in accordance
with the bank credit facility (approximately 28%) leaves the
company approximately $250 million of cushion.

Conseco reported second quarter net operating earnings before a
valuation allowance for deferred tax assets of $54.1 million, up
from a $46 million loss in the same period one year ago. The
recent quarter's earnings, notably the results of the Bankers Life
Segment, were below Moody's expectations.  According to Robinson,
"One-time charges, including a $26 million decrease in earnings
related to long-term care policies at Bankers hurt earnings."

Moody's said that it expects to conclude its review of Conseco by
the end of next week.  The review of CSHIC will likely be
concluded after the closing of the proposed transaction, should it
close.  If the transaction does not close, the rating agency
commented that it is likely that the IFS rating will go down from
its current Caa1 level, based on the expectation that Conseco
would be unlikely to continue providing financial support to
CSHIC.

Conseco is a specialized financial services holding company that
operates primarily in the life and health insurance sectors
through its subsidiaries.  As of Dec. 31, 2007, Conseco reported
total assets of $33.5 billion and shareholder's equity of
$4.2 billion.

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


DBO HOLDINGS: S&P Puts 'B+' Rating on Watch After Sale Deal
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Beachwood, Ohio-based DBO Holdings Inc. on
CreditWatch with positive implications.

Standard & Poor's also said that it placed the issue-level ratings
on DBO's subsidiary on CreditWatch positive.

The CreditWatch listing follows the recent announcement that
Russian steel producer OJSC Novolipetsk Steel (BBB-/Stable/--)
will acquire DBO and its subsidiary, John Maneely Co., for
approximately $3.5 billion. The sale is expected to close in the
fourth quarter of 2008, subject to customary regulatory approvals.

"We will continue to monitor developments associated with the
potential acquisition of the company," said Standard & Poor's
credit analyst Sherwin Brandford. "We expect that DBO will use a
portion of the proceeds from the sale to repay all of its
outstanding debt. Upon completion of the sale, we will withdraw
our ratings on DBO."


DELTA AIR: Oregon Revenue Department Seeks $563,926 Tax Payment
---------------------------------------------------------------
The State of Oregon Department of Revenue asked the U.S.
Bankruptcy Court for the Southern District of New York to allow
its Claim No. 8269 -- related to tax returns filed by Delta Air
Lines, Inc. -- totaling $563,926.  The Claim has a $553,717
priority portion.


Senior Assistant Attorney General Carolyn G. Wade, Esq., related,
on behalf of the Oregon Revenue Department, that the tax returns
from which Claim No. 8269 is asserted, was filed in April 2007,
and replaced Claim Nos. 7573 and 8190.

Ms. Wade maintained that the Claim accrues a statutory interest of  
11% per year, which has totaled $75,093 since the effective date
of the Plan.

Pursuant to their confirmed Plan of Reorganization, the Debtors
agreed to provide for payment of priority tax claims in a single
cash distribution, with respect to Claim No. 8269, as opposed to
the option to make equal payments on the fifth and sixth
anniversaries of assessments, Ms. Wade tells the Court.

According to Ms. Wade, it has been more than 10 months since the
Oregon Revenue Department asked the Debtors to satisfy the Claim.

For these reasons, the Debtors asked the Court to:

   * allow Claim No. 8269 for $563,926, where $553,717 is
     entitled to priority payment; and

   * direct the Debtors to immediately pay the priority portion
     of Claim No. 8269, including all interest.

                          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).


DOMTAR CORP: Moody's Upgrades Corporate Family Rating to Ba2
------------------------------------------------------------
Moody's Investors Service upgraded Domtar Corporation's corporate
family rating to Ba2 from Ba3 reflecting the company's improved
credit protection metrics, the progress made in the integration of
Domtar and Weyerhaeuser's fine paper assets, management's
commitment to debt reduction, and expectations of continued strong
operating and financial performance.  In a related rating action,
Moody's upgraded Domtar's senior secured rating to Baa3 from Ba1,
senior unsecured rating to Ba3 from B1, and its speculative grade
liquidity rating to SGL-1 from SGL-2.  The rating outlook is
stable.

The upgrade recognizes the company's improved credit protection
metrics, the company's progress in achieving its synergy targets
and the progress the company has made in its debt reduction plans.
Despite the softening of uncoated freesheet demand and the
increase in cost inflation, Domtar has been able to improve its
financial performance by increasing product prices and realizing
synergies.  Recent uncoated freesheet paper capacity curtailments
and modest imports into North America have produced favorable
pricing for Domtar's main product, which has helped offset rising
input costs and declining demand.  Integration of Weyerhaeuser's
fine paper assets is progressing well and the company has recently
increased its synergy target by $50 million to $250 million
annually.  Management has reduced its debt by approximately
$100 million so far this year and has stated a commitment of
further debt reduction to reach a total post acquisition debt
reduction target of $400 to $500 million.

Domtar's strengths include the company's significant position as
the largest fine paper producer in North America, its favorable
cost position within the industry and the improved size and
operating diversity that has resulted from the merger with
Weyerhaeuser's fine paper business.  The company has good
committed liquidity arrangements, with minimal near term debt
maturities prior to 2011.  Offsetting these strengths are
declining demand for fine paper and rising input costs that may
constrain projected margin expansion and free cash flow
generation. Credit challenges also include the company's lack of
product and geographic diversification, and the volatile pricing
for fine paper and lumber.

The SGL-1 liquidity rating indicates that Domtar has very good
liquidity supported by expectations of strong internally generated
cash flow with no significant near term debt maturities and
dividend payments for the near-to-mid term, a substantial
committed credit facility, adequate cash balance, and expectations
that financial covenant compliance will not be problematic for the
next four quarters.  The company also has alternative assets such
as its wood products business that can be sold to augment
liquidity.

The stable rating outlook reflects Moody's expectations that
falling demand and rising input costs should continue to be offset
with higher prices and additional operational synergies.

Upgrades:

Issuer: Domtar Corporation

  -- Probability of Default Rating, Upgraded to Ba2 from Ba3

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
     SGL-2

  -- Corporate Family Rating, Upgraded to Ba2 from Ba3

  -- Senior Secured Bank Credit Facility, Upgraded to a range of
     Baa3, LGD2, 21% from a range of Ba1, LGD2, 22%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 from
     B1

Outlook Actions:

  -- Issuer: Domtar Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Moody's last rating action on Domtar Corporation was on May 28,
2008 when a Moody's placed Domtar's Ba3 corporate family rating,
Ba1 senior secured rating and B1 senior unsecured rating under
review for possible upgrade.

Headquartered in Montreal, Quebec, Domtar Corporation is the
largest producer of uncoated freesheet paper in North America and
the second largest in the world. The company also operates a paper
distribution business and produces lumber and other wood products.


DOWNEY FINANCIAL: S&P Puts Counterparty Credit Rating at 'B+/C'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Downey Financial Corp. (Downey) to 'B+/C' from 'BB+/B'.
The rating will remain on CreditWatch Negative where it was
originally placed on June 3, 2008.

This action was taken in response to S&P's concerns that Downey's
weakened financial profile has left it exposed to potential
funding and liquidity problems. "Although Downey still had
approximately $2.4 billion in available liquidity between its
remaining lines of credit and cash on the balance sheet, deposit
outflows in July and the recent drawing down of most of its FHLB
lines have reduced Downey's liquidity and available lines of
credit. This, coupled with Downey's already weakened financial
profile and asset quality problems, has reduced the company's
flexibility and greatly weakened its franchise. Downey has since
reversed 40% of its July deposit outflows," said Standard & Poor's
credit analyst Robert B. Hoban, Jr. Downey has since reversed 40%
of its July deposit outflows. We are concerned that depositors in
Downey's footprint have a heightened sensitivity to potential bank
failures after recent experience and publicity, which increases
the possibility that Downey could experience further material
deposit outflows. If that were to happen, it could overwhelm
Downey's liquidity and/or trigger an adverse regulatory action,
and the rating would have to be lowered an additional several
notches.

California's deteriorating housing market has had a substantial
negative effect on Downey's credit performance, financial profile,
and capitalization. Adjusted nonperforming assets (NPAs) at the
end of June were $1.4 billion (11.16% of assets), an increase of
45% from the previous quarter's already very high level. Downey's
concentration in California and its level of exposure to the more
at-risk 2006-2007 vintage mortgages is likely to result in
continued asset-quality problems and heightened loss severity.
Although Downey's capital and reserve levels remain good, further
NPA growth may overwhelm the thrift's ability to overcome its
asset-quality problems. In addition, another loss on the scale of
second-quarter 2008 is likely to threaten the thrift's regulatory
"well-capitalized" designation.

Resolution of the CreditWatch will be based on a close monitoring
of Downey's liquidity, capitalization, and any regulatory action.


DURA AUTOMOTIVE: Names Robert Oswald as Board Member
----------------------------------------------------
DURA Automotive Systems, Inc. reported that Robert S. Oswald,
chairman of Bendix Commercial Vehicle Systems, has been appointed
to its board of directors effective immediately.

Mr. Oswald, 67, became chairman of Bendix Commercial Vehicle
Systems, a member of the Munich, Germany-based Knorr-Bremse
Group, in 2003.  He was CEO from March 2002 to September 2003.
Prior to Bendix, he was chairman, president and CEO of Robert
Bosch Corporation and a member of the Board of Management of
Robert Bosch, GmbH.  Mr. Oswald joined Bosch in 1989 and held the
Board and North American management positions from July 1996
until his retirement in December 2000.

Mr. Oswald also serves as a director of Perceptron, Inc., which
provides process management solutions to automotive and
manufacturing companies, and PAICE Corporation, a company
developing a hybrid electric powertrain technology.  Past
assignments also include vice president and general manager --
electronics at Cummins, Inc. and a series of manufacturing and
development positions with Ford Motor Company.  

"Bob's strong leadership skills and proven track record add
another dimension to our dynamic board," said Tim Leuliette,
president and CEO.  "His experience in the global marketplace
will help DURA move forward as we enhance our global
competitiveness and grow profitably."

Mr. Oswald earned a bachelor's degree in electrical engineering
at Kettering University in Flint, Michigan, and an MBA from
Michigan State University.

Mr. Oswald disclosed in a Form 3 filing with the Securities and
Exchange Commission that he does not own any of DURA's
securities.

          Denton to Step Down as DURA'S President & CEO

DURA Automotive Systems, Inc., and Lawrence A. Denton, the
company's former President and Chief Executive Officer, entered
into a Separation Agreement and General Release on Aug. 7, 2008.

DURA and Mr. Denton agreed that his employment at the company as
its CEO ended by July 15, 2008, and that he has transitioned to a
consulting role within the company, which role will continue
until December 31, 2008.  As of December 31, Mr. Denton will
cease to be employed by the company.

A full-text copy of the Separation Agreement is available for
free at http://ResearchArchives.com/t/s?30c6

                           About DURA

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent        
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries. DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and Korea.
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C., Esq.,
Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., at
Kirkland & Ellis LLP are lead counsels for the Debtors' bankruptcy
proceedings. Daniel J. DeFranseschi, Esq., and Jason M. Madron,
Esq., at Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsels. Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.

As of Jan. 31, 2008, the Debtor had $1,503,682,000 in total
assets and $1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.   On June 27, 2008, the Debtors emerged from
Chapter 11 bankruptcy protection.

(Dura Automotive Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


EASTHAVEN MARINA: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Easthaven Marina Group, LLC
        2801 Bloomsfield Lane, Unit 207
        Wilmington, NC 28412

Bankruptcy Case No.: 08-05453

Chapter 11 Petition Date: Aug. 13, 2008

Court: Eastern District of North Carolina (Wilson)

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

Total Assets: $6,106,169

Total Debts:  $10,118,437

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

            http://bankrupt.com/misc/nceb08-05453.pdf
                       

EDISON FUNDING: Moody's Reviews Sr. Notes for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service places the senior unsecured notes of
Edison Funding Company under review for possible downgrade.

The review for possible downgrade reflects the increased
probability that EFC may breach a financial covenant of a minimum
net worth test in its financing documents within the next several
months based upon the Aug. 8, 2008, disclosure by parent company
Edison International in its June 30, 2008, 10-Q that an after-tax
write-off of around $650 million to $1,250 million may occur at
EIX related to cross-border leases entered into by Edison Capital
and its subsidiaries.  EdCap funds the majority of its leasing
investments through EFC so any cross-border leasing related write-
off would impact the balance sheets of EdCap and EFC.  EIX also
disclosed in its 10-Q that EdCap, through a subsidiary, is
required to maintain a minimum net worth of $200 million.  The
minimum net worth requirement was satisfied at June 30, 2008.
Moody's understands that there is a minimum net worth requirement
in the senior note indenture and in other financing arrangements,
although the threshold amount is lower than the $200 million
referenced in EIX's 10-Q.  Given the range of the potential write-
off disclosed by EIX and Moody's understanding of the current
level of net worth at EdCap and at EFC, Moody's believes it is
likely that the financial covenant would be breached upon a write-
off associated with the cross-border leases or upon a termination
of the cross-border leases.

The review will focus on the credit implications to EFC debt
holders of a potential write-off at EFC and EdCap as EIX attempts
to finalize terms of the global settlement with the IRS.  An
important rating consideration is the level of internal liquidity,
principally in the form of cash on hand at EFC, since a
termination of the leases will reduce the amount of future cash
flow generated by EFC.  Moody's understands that the current level
of cash on hand at EdCap and EFC approximates $200 million, which
is in excess of the amount of EFC debt and related obligations,
but recognizes that this level may change in the future depending
on the manner in which any settlement with the IRS is executed.

On Review for Possible Downgrade:

Issuer: Edison Funding Company

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Ba1

Outlook Actions:

Issuer: Edison Funding Company

  -- Outlook, Changed To Rating Under Review From Stable

Headquartered in Irvine, California, EFC is a wholly-owned
subsidiary of EdCap which invests in worldwide energy and
infrastructure projects, power generation, including electric
transmission and distribution, transportation and
telecommunications. Through EFC, EdCap also invests in affordable
housing projects throughout the US. Both EFC and EdCap are wholly-
owned subsidiaries of Edison Mission Group (EMG), which in turn,
is a wholly-owned subsidiary of EIX. EMG's primary holding is EME
and its subsidiaries. As of December 31, 2007, EdCap had assets of
$2.9 billion, consolidated revenue of $56 million and net income
of $69 million.


ELDORADO RESORTS: S&P Withdraws 'B' Ratings at Company's Behest
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its public ratings on
Eldorado Resorts LLC at the request of the company.

Ratings List
                           To              From
Eldorado Resorts LLC
Corporate Credit Rating   NR              B/Stable/--
Senior Unsecured          NR              B+
   Recovery Rating         NR              2

NR--Not rated.


FORD MOTOR: Selling $500MM Shares to Buy Back Financing Arm's Debt
------------------------------------------------------------------
The Wall Street Journal related that Ford Motor Co. will sell as
much as $500 million of its shares to buy back debt from its
credit arm.  WSJ says the move is designed to help improve Ford's
finances after a $2.1 billion write-down attributed to declining
resale values of trucks and sport-utility vehicles.

In an August 14 regulatory filing, Ford Motor said it entered into
an Equity Distribution Agreement with Goldman Sachs & Co. pursuant
to which Goldman will act as Ford's sales agent with respect to an
offering over time and from time to time of up to $500 million of
Ford Common Stock.

Proceeds from the sale will be used to purchase from time to time
outstanding debt securities of Ford Motor Credit Company LLC in
open market or privately negotiated transactions.

A full text copy of an Equity Distribution Agreement is available
for free at http://ResearchArchives.com/t/s?30df

The debt-for-equity exchange, WSJ stated, Ford is taking a step to
improve its overall balance sheet after making a loss of
$8.7 billion in its second quarter -- a high for the auto maker.  
Essentially, the company will sell the stock to buy down debt due
before the year 2012 taken on by Ford Motor Credit Co., a
subsidiary, WSJ added.  Ford Credit, WSJ indicated, had a pretax
loss of $334 million in the second quarter, compared with a profit
of $105 million a year ago.

The Journal stated that analysts generally viewed the development
as a positive but incremental measure, saying that the stock sale
wouldn't have a substantial effect on the company's liquidity
position.  By buying back its debt at a discount, the auto maker
could, however, make a small profit.

WSJ, citing Bruce Clark, a senior vice president at Moody's
Investors Service, says building equity is constructive but in no
way is it going to have a material effect on the overall credit
profile.

Standard & Poor's Ratings Services said on August 15 that its
negative ratings on Ford wouldn't be affected by the filing with
the Securities and Exchange Commission.  

Any move to boost its bottom line, WSJ pointed out, arrived at a
critical time for Ford.  The company is in the midst of a
restructuring including moves to close a dozen manufacturing
plants and shed more than 40,000 workers, WSJ added.  

The stock-sale announcement is part of a strategy by the auto
maker in recent times, WSJ revealed according to Ford.  WSJ,
citing Ford spokesman Bill Collins, said that in the past
12 months, the company has bought back about $927 million of debt
in exchange for equity.  Ford had 2.2 billion shares of common
stock and 70.8 million shares of Class B stock as of June 29, WSJ
indicated according to its latest regulatory filing.

                      About Ford Motor Co

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

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

                           *     *     *

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


FRED LEIGHTON: Submits Schedules of Assets and Liabilities
----------------------------------------------------------
Fred Leighton Holding Inc. and its debtor-affiliates filed with
the U.S. Bankruptcy Court for the Southern District of New York
their schedules of assets and liabilities, disclosing:

   Name of Schedule                      Assets     Liabilities
   ----------------                    ----------   -----------
   A. Real Property
   B. Personal Property              $128,551,467
   C. Property Claimed as
      Exempt
   D. Creditors Holding Secured                    $130,866,875
      Claims
   E. Creditors Holding Unsecured                        $5,000
      Priority Claims
   F. Creditors Holding Unsecured                    $3,942,492
      Nonpriority Claims
                                       ----------   -----------
      TOTAL                          $128,551,467  $134,814,367

                       About Fred Leighton

Fred Leighton Holding Inc. -- http://www.fredleighton.com/-- is a   
New York-based jewelry retailer owned by Ralph O. Emerian.  Fred
Leighton has decked countless red-carpet-dwellers in diamonds,
including Sarah Jessica Parker, Nicole Kidman, and Catherine Zeta-
Jones.  It specializes in vintage jewelry from the 18th and 20th
centuries, including antique cushion-cut diamonds and antique and
estate brooches.  It also produces Fred Leighton signature
collection that combines past aura and the present's materials and
craftmanship.

The Debtors filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code on April 15, 2008 (Bankr. S.D.N.Y., Case
No. 08-11363).  Joshua Joseph Angel, Esq., and Frederick E.
Schmidt, Esq., at Herrick, Feinstein LLP, in New York, represents
the Debtors.  An Official Committee of Unsecured Creditors has
been appointed in these cases.  The Debtor's proposed counsel is
Blank Rome LLP.  No trustee or examiner has been appointed in the
cases.


FRED LEIGHTON: Plan Filing Period Extended Until October 13
-----------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended for another 60 days the
exclusive periods for Fred Leighton Holding Inc. and its debtor-
affiliates to file a chapter 11 plan of reorganization and to
obtain acceptances of the the plan.

The Debtors may file their plan until Oct. 13, 2008 and solicit
acceptances to that plan until Dec. 12, 2008.

Secured lender, Merrill Lynch Mortgage Capital Inc. consented the
extension of the exclusive periods.

The Court ordered the Debtors to submit supplemental pleadings and
any related documentation in support of their motion to extend
exclusive periods by Sept. 26, 2008, at 4:00 p.m.  Responses,
objections and any related documentation in opposition to the
motion are due Oct. 3, 2008, at 4:00 p.m.  The Court will hold a
further hearing to consider the Debtors' motion to extend their
exclusive periods on Oct. 7, 2008, at 10:00 a.m.

                       About Fred Leighton

Fred Leighton Holding Inc. -- http://www.fredleighton.com/-- is a   
New York-based jewelry retailer owned by Ralph O. Emerian.  Fred
Leighton has decked countless red-carpet-dwellers in diamonds,
including Sarah Jessica Parker, Nicole Kidman, and Catherine Zeta-
Jones.  It specializes in vintage jewelry from the 18th and 20th
centuries, including antique cushion-cut diamonds and antique and
estate brooches.  It also produces Fred Leighton signature
collection that combines past aura and the present's materials and
craftmanship.

The Debtors filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code on April 15, 2008 (Bankr. S.D.N.Y., Case
No. 08-11363).  Joshua Joseph Angel, Esq., and Frederick E.
Schmidt, Esq., at Herrick, Feinstein LLP, in New York, represents
the Debtors.  An Official Committee of Unsecured Creditors has
been appointed in these cases.  The Debtor's proposed counsel is
Blank Rome LLP.  No trustee or examiner has been appointed in the
cases.  The Debtors listed total assets of $128,551,467 and total
liabilities of $134,814,367 in their schedules.


FRED LEIGHTON: United States Trustee Forms Three-Member Committee
-----------------------------------------------------------------
The United States Trustee for Region 2 appointed three creditors
as members to the Official Committee of Unsecured Creditors in the
case of Fred Leighton Holding Inc. and its debtor-affiliates.

The members of the Committee are:

   a. John M. Ullman, Inc.
      610 Fifth Avenue
      New York, New York
      Tel: (212) 245-0220
      Att: Mr. John M. Ullman

   b. Line Inc.
      2119 Coldwater Canon Drive
      Beverly Hills, CA 90210
      Tel: (310) 860-1928
      Att: Mr. Nicolo Bini

   c. Overton & Co.
      2016 Linden Boulevard
      Elmont, New York 11103
      Tel: (516) 285-2170
      Att: Mr. Gabriel Scibelli
       
Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                       About Fred Leighton

Fred Leighton Holding Inc. -- http://www.fredleighton.com/-- is a   
New York-based jewelry retailer owned by Ralph O. Emerian.  Fred
Leighton has decked countless red-carpet-dwellers in diamonds,
including Sarah Jessica Parker, Nicole Kidman, and Catherine Zeta-
Jones.  It specializes in vintage jewelry from the 18th and 20th
centuries, including antique cushion-cut diamonds and antique and
estate brooches.  It also produces Fred Leighton signature
collection that combines past aura and the present's materials and
craftmanship.

The Debtors filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code on April 15, 2008 (Bankr. S.D.N.Y., Case
No. 08-11363).  Joshua Joseph Angel, Esq., and Frederick E.
Schmidt, Esq., at Herrick, Feinstein LLP, in New York, represents
the Debtors.  An Official Committee of Unsecured Creditors has
been appointed in these cases.  The Debtor's proposed counsel is
Blank Rome LLP.  No trustee or examiner has been appointed in the
cases.  The Debtors listed total assets of $128,551,467 and total
liabilities of $134,814,367 in their schedules.


GEARBULK HOLDING: Moody's Withdraws Ratings for Business Reasons
----------------------------------------------------------------
Moody's has withdrawn all ratings of Gearbulk Holding Limited for
business reasons.  Moody's added that the ratings were withdrawn
at the request of Gearbulk.  The issuer has no rated debt
outstanding.

These ratings have been withdrawn:

  -- Ba2 Corporate Family Rating

  -- Ba2 Probability of Default Rating

  -- Ba3 Issuer Rating

Gearbulk Holding Limited, incorporated in Bermuda, is 60% owned by
the Jebsen family and 40% by Mitsui O.S.K. Lines of Japan, and
operates specialized dry bulk vessels primarily serving the forest
products and nonferrous metals markets.  In 2007, the Company had
total consolidated revenues for about USD 1.2 billion.


GENERAL MOTORS: Moody's Cuts Corporate Family Rating to Caa1  
------------------------------------------------------------
Moody's Investors Service lowered the ratings of General Motors
Corporation: Corporate Family to Caa1 from B3; Probability of
Default to Caa1 from B3; senior unsecured to Caa2 from Caa1; and,
senior secured credit facility to B1 from Ba3.  The company's
Speculative Grade Liquidity rating remains at SGL-2.  The outlook
is Negative.

The ratings of GMAC LLC are not affected by this action and its
Corporate Family Rating remains at B3 with a negative outlook.

The downgrade of GM's ratings reflects the challenges the company
will face in reestablishing a competitive position in the US
automotive market and generating positive operating cash flow in
the face of: annual industry sales that could remain below 15
million units through 2009; the shift in consumer demand away from
trucks and SUVs; the 18 to 24-month time frame necessary for GM to
meaningfully expand its portfolio of mid and small vehicles; and,
the difficulties the company will encounter in establishing
pricing power in the car and crossover segments.  GM's initiated
operating plan is intended to generate $10 billion in additional
cash, and the asset-sale and capital-raising plans are targeting
$5 billion in proceeds by year-end 2009.  These undertakings will
help to boost the company's liquidity position which consisted of
$21 billion in cash and approximately $5 billion in committed US
credit facilities at June 2008.  However, achieving the planned
level of savings and the additional capital inflows may be
challenging, and the company will need to demonstrate solid
progress in order to forestall any further pressure on the Caa1
Corporate Family Rating and SGL-2 Speculative Grade Liquidity
rating.

Bruce Clark, senior vice president with Moody's, said, "GM has a
pretty good track record in achieving its cost reduction targets
and structuring transactions that help raise capital. It's
reasonable to expect that the plan being implemented now will help
strengthen the company's liquidity position, which otherwise could
have become very strained by late 2009."  The success likely to be
achieved in these areas helped to maintain GM's SGL-2 Speculative
Grade Liquidity Rating. Despite these constructive steps, Clark
notes that GM still faces formidable long-term challenges.  "The
most difficult challenge facing GM and the other domestic
producers will be accelerating the introduction of fuel efficient
vehicles, and convincing consumers that these vehicles offer as
good a value proposition Asian product.  The additional liquidity
that will be raised by GM's operating plan gives the company more
time to make this transition, but it will remain a very difficult
transition to implement."

The negative outlook recognizes that in the absence of clear
progress in several financial and operating areas, GM's long-term
and Speculative Grade Liquidity ratings could come under further
pressure.  These areas include: maintaining US market share near
21%; achieving much of the $10 billion in operating savings;
successfully launching new car and crossover vehicles through
2009; and improving the average transaction prices for its car and
crossover portfolio.

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's second-largest automotive manufacturer.


INDEVUS PHARMA: June 30 Balance Sheet Upside-Down by $118 Million
-----------------------------------------------------------------
Indevus Pharmaceuticals, Inc. disclosed its consolidated results
of operations for the third quarter ended June 30, 2008.  At
June 30, 2008, the company's balance sheet showed total assets of
$173.7 million and total liabilities of $291.8 million, resulting
in a $118.0 million stockholders' deficit.

The company reported revenues of $20.4 million and a consolidated
net loss of $19.0 million for the quarter ended June 30, 2008.  
This compares to revenues of $12.2 million and a consolidated net
loss of $72.3 million for the quarter ended June 30, 2007.  During
the quarter ended June 30, 2008, the company reported a
restructuring charge of approximately $3.5 million.  During the
quarter ended June 30, 2007, the company incurred one time charges
of $53.3 million related to the acquisition of Valera
Pharmaceuticals which was completed on April 18, 2007.

For the nine months ended June 30, 2008, the company reported
revenues of $54.5 million and a consolidated net loss of $51.6
million, compared to revenues of $36.6 million and a consolidated
net loss of $95.1 million for the nine months ended June 30, 2007.

At June 30, 2008, the company had consolidated cash and cash
equivalents totaling approximately $52.6 million.

"This has been a very active and eventful quarter for the
Company," Glenn L. Cooper, chairman and chief executive officer of
Indevus, said.  "Obviously, we are very disappointed in the FDA's
decision to issue an approvable letter for NEBIDO(R).  This
certainly was not the decision we were expecting.  We stand by the
safety and efficacy of NEBIDO, which is the market leader in many
countries around the world for testosterone therapy.  The
injection-related cough issue is one that we felt would be
addressed in proper labeling, as it is in Europe.  The company is
continuing to work with the FDA and our partner, Bayer Schering
Pharma AG, to address the issues summarized in the letter.  We
anticipate being able to discuss our future plans with NEBIDO in
the coming months.

Total consolidated revenues for the quarter ended June 30, 2008
were $20.4 million, an increase of 67.2% from the $12.2 million
reported for the quarter ended June 30, 2007.  Revenue for the
quarter ended June 30, 2008 consisted primarily of $11.2 million
related to SANCTURA XR and SANCTURA, $4.4 million from sales of
VANTAS, and $3.5 million from sales of SUPPRELIN LA.

Cost of product revenue for the quarter ended June 30, 2008 was
$7.8 million, an increase of 122.9% from the $3.5 million reported
for the quarter ended June 30, 2007.  Cost of product revenue in
the current quarter relate primarily to costs associated with the
SANCTURA franchise, VANTAS and DELATESTRYL.

Research and development expenses for the quarter ended June 30,
2008 were $5.2 million, a decrease of 49.5% from the $10.3 million
reported for the quarter ended June 30, 2007. Marketing, general
and administrative expenses for the quarter ended June 30, 2008
were $20.7 million, an increase of 4.6% from the $19.8 million
reported for the quarter ended June 30, 2007.

A restructuring charge of $3.5 million was recorded during the
quarter ended June 30, 2008 consisting of approximately $2.3
million in separation costs and approximately $1.2 million in
asset impairment charges.

Total consolidated revenues for the nine month period ended
June 30, 2008 were $54.5 million, an increase of 48.9% from the
$36.6 million reported for the nine month period ended June 30,
2007.  Revenue for the nine month period ended June 30, 2008
consisted primarily of $30.1 million from the recognition of
revenue associated with SANCTURA XR and SANCTURA, $11.5 million
from sales of VANTAS, $8.7 million from sales of SUPPRELIN LA, and
$1.5 million from sales of DELATESTRYL.

Cost of product revenue for the nine month period ended June 30,
2008 was $20.1 million, an increase of 123.3% from the $9.0
million reported for the nine month period ended June 30, 2007.  
Cost of product revenue relates primarily to costs associated with
the SANCTURA franchise, VANTAS and DELATESTRYL.

Research and development expenses for the nine month period ended
June 30, 2008 were $17.9 million, a decrease of 39.3% from the
$29.5 million reported for the nine month period ended June 30,
2007. Marketing, general and administrative expenses for the nine
month period ended June 30, 2008 were $59.7 million, an increase
of 44.2% from the $41.4 million reported for the nine month period
ended June 30, 2007.

                 About Indevus Pharmaceuticals

Based in Lexington, Massachusetts, Indevus Pharmaceuticals Inc.
(Nasdaq: IDEV) -- http://www.indevus.com/-- is a specialty     
pharmaceutical company engaged in the acquisition, development and
commercialization of products to treat conditions in urology and
endocrinology.


INSMED INC: Posts $4.7 Million Net Loss in Second Quarter fo 2008
-----------------------------------------------------------------
Insmed Inc. reported results for the second quarter and six-months
ended June 30, 2008.  The net loss for the second quarter of 2008
was $4.7 million, compared with a net loss of $2.5 million in the
second quarter of 2007.  This $2.2 million increase was primarily
attributable to a $2.2 million increase in total expenses as the
increase in revenues for the quarter was offset by the increase in
net interest expense.

The $2.2 million total increase in expenses was due primarily to a
$1.8 million increase in research and development expenses, a
$340,000 increase in selling, general and administrative expenses,
and the realization of a $54,000 non-cash loss on investments.

"Over the past several months, Insmed has achieved several
important milestones across the full spectrum of its business,"
Geoff Allan, President and CEO of Insmed, said.  "Most
importantly, our FOB initiatives have received strong scientific
validation with the exciting results of the INS-19 clinical trial
that demonstrated bioequivalence to Neupogen(R), opening the door
to a potential meeting with the FDA to discuss the initiation of a
possible Phase 3 trial.  Additionally, retaining both Chairman
Thomas to represent our interests inside the Beltway in the
discussion around creating a regulatory pathway for FOB, and RBC
to evaluate our strategic financial options will ensure that the
company make informed decisions for moving our FOB program
forward, and advancing the development of IPLEX(TM) in MMD and
ALS."

Revenues for the second quarter ended June 30, 2008, the companyre
$2.6 million, up from $2.3 million for the corresponding period in
2007.  The increase was primarily attributable to a $1.4 million
improvement in cost recovery from the company's EAP to treat
patients with ALS in Italy.  This was partially offset by the
absence of license income from its agreement with Napo
Pharmaceuticals Inc., from which the company received a milestone
payment in the second quarter of 2007.

The higher R&D Expenses reflected a rise in clinical trial costs
this last quarter as the company's FOB and IPLEX(TM) programs
gained momentum.  The increase in SG&A Expenses was due primarily
to increased investor relations and public relations activity and
the loss on investments arises from the write-down of the
company's investment in Napo.  This investment, which was funded
by a milestone payment from Napo, was recorded as part of the
company's agreement with Napo in 2007.

For the six months ended June 30, 2008, revenues totaled
$5.0 million, up from $3.9 million in the first six months of
2007.  Consistent with second quarter results, the increase was
primarily attributable to a $3.0 million improvement in cost
recovery from the company's EAP to treat patients with ALS in
Italy.  This was partially offset by the absence of license income
from Napo and the revenues lost from the company's withdrawal of
IPLEX(TM) in the short stature market pursuant to the terms of the
companysettlement agreement with Genentech Inc. and Tercica Inc.
entered into in 2007.

The net loss for the six months ended June 30, 2008, was
$9.5 million, compared to $12.8 million for first six months of
2007.  Year-over-year, R&D Expenses increased to $10.8 million for
the first half of 2008, from $9.8 million, reflecting an increase
in clinical trial activity for the company's FOB and IPLEX(TM)
programs.  SG&A Expenses fell to $3.0 million for the first half
of 2008 from $6.5 million a year earlier due to the elimination of
litigation expenses following the March 2007 settlement and the
removal of commercial expenses associated with the company's
business restructuring plan.  The $446,000 loss on investments
represents the write down on the Napo investment during the first
half of 2008.

Interest income for the first half of 2008 was $375,000, and was a
reduction from the $525,000, earned in the same period of 2007 due
to the combination of a lower interest rate environment and a
lower average cash balance.  Interest expense increased to
$682,000 in the most recent six month period from $306,000 during
the corresponding period of 2007.  The increase was due to an
increase in the debt discount amortization resulting from the
quarterly payment of the company's 2005 convertible notes, which
began in March 2008.

As of June 30, 2008, the company had total cash, cash equivalents
and short-term investments on hand of $9.4 million, compared to
$16.5 million on hand as of Dec. 31, 2007.  The $7.1 million
decrease in cash, cash equivalents and short-term investments
primarily reflects the use of $6.0 million for operating
activities and a $1.1 million principal repayment of the company's
2005 convertible notes, which began on March 1, 2008.

At June 30, 2008, the company's balance sheet showed total assets
of $11.9 million and total liabilities of $9.2 million, resulting
in a $2.6 million stockholders' equity.

                          About Insmed

Insmed Incorporated, (NasdaqCM: INSM) -- http://www.insmed.com --   
a biopharmaceutical company, develops and commercializes drugs to
treat metabolic diseases, endocrine disorders, and oncology.  Its
lead product candidate IPLEX, a recombinant protein product
candidate, is in Phase II clinical trials for the treatment of
myotonic muscular dystrophy, the common form of adult-onset
muscular dystrophy.  The company has license and collaborative
agreements with Fujisawa Pharmaceutical Co., Ltd. to use IGF-I
therapy for the treatment of extreme or severe insulin resistant
diabetes; and a license to Pharmacia AB's portfolio of regulatory
filings pertaining to rhIGF.  Insmed was founded in 1999 and is
headquartered in Richmond, Virginia.

                        Going Concern Doubt

Richmond, Virginia-based Ernst & Young LLP raised substantial
doubt about the ability of Insmed Incorporated to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  The auditor pointed to the
company's recurring operating losses and negative cash flows from
operations.

The company said that its ability to continue as a going concern
is dependent upon its ability to take advantage of raising capital
through securities offerings, debt financing, and partnerships and
use these sources of capital to fund operations.  Management is
focusing on raising capital through any one or more of these
options.


IPCS INC: S&P Upgrades Rating 'B' as Credit Metrics Improve
-----------------------------------------------------------
Standard & Poor's Rating Services raised its ratings on
Schaumburg, Ill.-based wireless service provider iPCS Inc.,
including the corporate credit rating, which was raised to 'B'
from 'B-'. Debt outstanding for the consolidated company as of
June 30, 2008, totaled about $475 million. The outlook is stable.

"The rating upgrade reflects iPCS' strengthening financial profile
due to solid subscriber growth and an expanding EBITDA margin,"
said Standard & Poor's credit analyst Susan Madison. Over the past
year, debt (adjusted for operating leases) to last-12-month EBITDA
has improved to about 5.3x from over 7x, following the company's
April 2007 dividend recapitalization transaction.


JOHN MANEELY: Moody's Upgrades CF and PD Rating to B1 from B2
-------------------------------------------------------------
Moody's Investors Service upgraded John Maneely Company's
Corporate Family Rating and Probability of Default Rating to B1
from B2.  In a related rating action, Moody's raised the ratings
on the asset based revolving credit facility ($300 million
available to Maneely and $100 million to 6582125 Canada Inc.) to
Ba1 from Ba2 and upgraded the ratings on Maneely's $1,285 billion
term loan facility to B2 from B3.  At the same time, Moody's
placed all the ratings for Maneely and 6582125 Canada Inc. under
review for possible further upgrade.  The review is prompted by
Maneely's agreement to be acquired by Novolipetsk Steel (corporate
family rating Ba1) for $3.53 billion.

The B1 reflects the sustained improvements in Maneely's operating
performance and debt protection metrics over the last three
quarters, driven by stable market conditions in circular welded
pipe, oil country tubular and line pipe, industrial
infrastructure, and fence framework, together with cost reductions
as the company has improved capacity utilization through plant
closures, reduced headcount and conversion costs.  The rating also
acknowledges Maneely's free cash flow generation capacity,
reduction in absolute debt levels and improved leverage as
evidenced by a debt/EBITDA ratio of 3.1x on a LTM June 30, 2008
basis versus approximately 3.8x in 2006 when Maneely acquired
AtlasTube. Moody's expects Maneely to continue to benefit from
historically low service center inventories (approximately 3
months), a reasonable business environment in commercial
construction, strong energy markets and a favorable price
environment.

Maneely's B1 corporate family rating considers the high degree of
exposure to the non-residential construction market, particularly
for its hollow steel structures, standard steel pipe and
electrical conduit products and the dependence on continued
relatively strong demand conditions and prices in the market it
serves. The rating also considers the residential market softness
and its corollary impact on related commercial construction, as
well as the increase in working capital investment, primarily due
to the run-up in steel prices.  However, the rating captures
Maneely's enhanced market position following its combination with
Atlas Tube and Sharon Tube, the improved operational and
purchasing position, and the commensurate improvement in financial
performance.

In a January 2008 Special Comment, Moody's outlined the changes to
its Loss-Given-Default methodology to differentiate the favorable
recovery experience of asset-based loans relative to other types
of senior secured first-lien loans.  The terms of Maneely's ABL
meet the eligibility requirements outlined in the Special Comment
and, therefore, its rating is Ba1, which is one notch higher than
it otherwise would have been.

The review will focus on Maneely's capital structure going
forward, its business outlook and its strategic position within
NMLK. To the extent Maneely's rated bank facilities are repaid,
the ratings will be withdrawn.

Upgrades:

Issuer: John Maneely Company

  -- Corporate Family Rating, to B1 from B2

  -- Probability of Default Rating, to B1 from B2

  -- Gtd Sr Sec ABL Term Loan to Ba1, LGD 2, 19% from Ba2

  -- Gtd Sr. Sec Term Loan to B2, LGD 4, 59% from B3

Issuer: 6582125 Canada Inc.

  -- Gtd. Sr. Sec ABL Term Loan to Ba1, LGD 2, 19% from Ba2

Outlook Actions:

  -- Issuer: John Maneely Company

  -- Outlook, Changed To Rating Under Review for possible upgrade
     from positive

Issuer: 6582125 Canada Inc.

  -- Outlook, Changed To Rating Under Review for possible upgrade
     from Positive

Headquartered in Collingswood, New Jersey, John Maneely Company
manufactures small diameter steel pipe, hollow structural steel
(HSS), electrical conduit products and tubular products at eleven
manufacturing facilities.  The company is number one or two in its
key product areas: HSS, standard pipe and electrical conduit.
Maneely also enjoys leading market positions in the galvanized
mechanical tube and fittings markets.  Products are sold
principally to plumbing and electrical distributors.  Maneely's
parent, DBO Holdings is approximately 55% owned by the Carlyle
Partners IV, LP.


JP MORGAN: S&P Affirms BB, B Ratings on 5 Classes of Securities
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 26
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Corp.'s series 2005-
LDP5.

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

"As of the July 15, 2008, remittance report, the collateral pool
consisted of 192 loans with an aggregate trust balance of $4.280
billion, compared with the same number of loans totaling $4.327
billion at issuance. This transaction has two master servicers:
Capmark Finance Inc. (Capmark) and Midland Loan Services Inc.
(Midland). The servicers reported financial information for 99% of
the pool, and 95% of the information was full-year 2007 data.
Standard & Poor's calculated a weighted average debt service
coverage (DSC) of 1.72x for the pool, compared with 1.50x at
issuance. Nine loans in the pool totaling $93 million (2%) have
reported DSCs lower than 1.0x. The loans are secured by various
properties with an average balance of $10.7 million and have seen
an average 56.3% decline in DSC since issuance. Of the nine loans
with reported DSCs less than 1.0x, six have mitigating factors
that offset the low coverage, and we stressed the remaining three
in our analysis. There is one 30-plus-day delinquent loan ($5.6
million, 0.1%) in the pool, and one loan ($2.5 million, 0.1%) is
with the special servicer, CWCapital Asset Management LLC
(CWCapital). To date, the trust has experienced no losses," S&P
says.

The top 10 loans have an aggregate outstanding balance of $1.88
billion (47%) and a weighted average DSC of 1.79x, up from 1.63x
at issuance. Standard & Poor's reviewed property inspections
provided by the master servicers for all of the assets underlying
the top 10 exposures. Five were characterized as "excellent," and
the rest were characterized as "good."

The credit characteristics of the Brookdale Office Portfolio,
Houston Galleria, Jordan Creek, and Mellon Trust Center loans are
consistent with those of investment-grade obligations. Details
are:

     -- The Brookdale Office Portfolio loan is the largest loan in
the pool, with a trust balance of $335 million and a whole-loan
balance of $416 million. An $81 million B note is held outside of
the trust. For the year ended Dec. 31, 2007, DSC was 1.75x and
occupancy was 89.6%. The loan is secured by a first mortgage
encumbering the fee and leasehold interests in a 3.1 million-sq.-
ft. cross-collateralized and cross-defaulted portfolio of 21 class
A office buildings. The properties were built between 1983 and
2003 in seven metropolitan areas of the southeastern U.S.: Tampa,
Fla. (44.8% of net rental area {NRA}), Atlanta, Ga. (26.2%),
Orlando, Fla. (11.8%), Houston, Texas (8.1%), Raleigh, N.C.
(5.0%), Louisville, Ky. (2.6%), and Richmond, Va. (1.6%). Standard
& Poor's adjusted value for this loan is comparable to its level
at issuance.

     -- The Houston Galleria is the second-largest loan in the
pool, with a trust balance of $290 million (11%) and a whole-loan
balance of $812.0 million. The whole loan consists of a $580.0
million senior participation, $290 million of which supports the
pooled certificate classes; a $130.0 million raked participation,
which supports the nonpooled "HG" certificate; and a $110.0
million junior participation, which is held outside the trust. The
loan is collateralized by 1.5 million sq. ft. of a 2.3 million-
sq.-ft. super-regional mall in Houston, Texas. For the nine-month
period ended Sept. 30, 2007, DSC was 1.93x and occupancy was 92%.
Standard & Poor's adjusted net cash flow (NCF) for this loan is up
11% compared with its level at issuance.

     -- The Jordan Creek Town Center is the fifth-largest loan in
the pool, with a trust balance of $167.2 million and a whole-loan
balance of $188.3 million. A $21.1 million B note is held outside
of the trust. The loan is secured by a first mortgage encumbering
939,085 sq. ft. of a 1.5 million-sq.-ft. retail development
located in West Des Moines, Iowa. The 215-acre property includes a
981,000-sq.-ft. enclosed super-regional mall, a 46,833-sq.-ft.
lakeside restaurant area, and 261,000 sq. ft. of big-box retailers
and outparcels. The collateral for the loan is 191,939 sq. ft. of
anchor space, 439,493 sq. ft. of in-line space, 46,833 sq. ft of
lakeside restaurant space, and 261,000 sq. ft. of big-box retail
and outparcel space. As of Dec. 31, 2007, DSC was 1.73x and the
property was 94% occupied. Standard & Poor's adjusted value for
this loan is comparable to its level at issuance.

     -- The Mellon Trust Center has a trust and whole-loan balance
of $52.9 million. The loan is secured by a 384,000-sq.-ft.
suburban office property in Everett, Mass. The property is 100%
occupied by Mellon Bank on a triple-net lease that expires in
April 2019. Standard & Poor's adjusted value for this loan is
comparable to its level at issuance.

One loan ($2.5 million, 0.06%) is in special servicing. The
Village Square Plaza loan is secured by a 73,341-sq.-ft. grocery-
anchored retail property in Three Rivers, Mich. The loan was
transferred to CWCapital on Oct. 15, 2007, due to monetary
default. The anchored tenant vacated the property and stopped
paying rent in July 2007, three years before its lease expires.
The borrower filed a complaint against the tenant and subsequently
reached a settlement which calls for monetary compensation
exceeding the rental payments for the remaining lease term. The
property was appraised for $2.0 million in December 2007. An
appraisal reduction amount (ARA) of $740,329 is in effect against
the property.  

The master servicers reported a watchlist of 19 loans ($201.4
million, 5%). The Aslan Birmingham Portfolio ($14.3 million, 0.3%)
is the largest loan on the watchlist. The loan is secured by three
multifamily properties totaling 465 units in Birmingham, Ala. The
loan was returned from the special servicer in June 2007 and was
placed on the watchlist due to a negative DSC at year-end 2007.
Occupancy was 79% as of Dec. 31, 2007.

The remaining loans are on the watchlist primarily because of low
occupancy or a decline in DSC since issuance.

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

RATINGS AFFIRMED

JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-LDP5
   
Class                Rating   Credit enhancement (%)
A-1                  AAA                       30.34
A-2FL                AAA                       30.34
A-2                  AAA                       30.34
A-3                  AAA                       30.34
A-4                  AAA                       30.34
A-SB                 AAA                       30.34
A-1A                 AAA                       30.34
A-M                  AAA                       20.23
A-J                  AAA                       13.02
B                    AA+                       12.39
C                    AA                        10.62
D                    AA-                        9.61
E                    A+                         9.10
F                    A                          7.84
G                    A-                         6.95
H                    BBB+                       5.69
J                    BBB                        4.68
K                    BBB-                       3.16
L                    BB+                        2.53
M                    BB                         2.15
N                    BB-                        1.77
O                    B+                         1.64
P                    B                          1.52
Q                    B-                         1.26
X-1                  AAA                         N/A
X-2                  AAA                         N/A


LANDMARK COMMUNICATIONS: Moody's Assigns Ba3 Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
to Landmark Communications, dba as The Weather Channel Companies,
and a Ba2 rating and LGD3-31% assessment to its proposed senior
secured credit facility.  The facility is comprised of a seven
year $1.08 billion term loan B and a six year $150 million
revolving credit facility.  The facility is guaranteed by TWCC and
all its subsidiaries and secured by substantially all of the
assets of TWCC and the subsidiaries.  The rating outlook is
stable.

Assignments:

Issuer: Landmark Communications Inc.

  -- Probability of Default Rating, Assigned Ba3

  -- Corporate Family Rating, Assigned Ba3

  -- Senior Secured Bank Credit Facility, Assigned Ba2, LGD3-31%

Outlook Actions:

Issuer: Landmark Communications Inc.

  -- Outlook, Assigned Stable

The first-time rating was assigned in conjunction with the
$3.66 billion acquisition of the company (including fees) by a
joint venture owned by NBC Universal Inc., a unit of General
Electric Co. (Aaa senior unsecured rating) and private equity
funds including Bain Capital Partners LLC and Blackstone
Management Partners LLC.  The owners plan to fund the purchase
price with approximately $1.71 billion of fully underwritten debt
(including a small revolver borrowing, $1.08 billion term loan B
and $610 million of senior subordinated notes) and $1.95 billion
of equity.  The transaction is expected to close in the fourth
quarter of 2008.

The Ba3 rating and stable rating outlook reflects our expectation
of leverage improving from its initial high level of pro forma
6.7x debt-to-EBITDA (incorporating Moody's standard adjustments)
expected at the close of the acquisition to comfortably under
6.0x by around mid-2010, through EBITDA growth and debt reduction.
The Ba3 CFR reflects the company's high leverage, small scale and
significant revenue concentration in only providing weather
related services.  Predictable cash flows generated from the
distribution of the company's most valuable property, The Weather
Channel Network, to over 96 million homes and its leading brand
position as the most recognizable source for weather on television
and the Internet partially mitigate these concerns.

The importance of weather information in the daily lives of most
Americans provides a solid audience for advertisers, and further
dissemination of The Weather Channel brand through the NBCU
relationship, in our view, support reasonably good growth
prospects, despite economic pressure on advertising revenues.
Moody's anticipates the company will look to leverage the NBCU
relationship to further grow its brand, enhance its appeal to
advertisers and expand margins through cost savings.

The Weather Channel Companies, headquartered in Atlanta, Georgia
is a multi-platform media and information company focused on
providing weather information via a variety of distribution
platforms.  Content is delivered to individuals most notably
through its national cable network "The Weather Channel", radio
and the Internet.  TWCC also builds radar systems and provides
weather data and forecasting services to a variety of industries.
TWCC is comprised of three operating segments: The Weather Channel
Networks, The Weather Channel Interactive and Weather Services
International Corporation.


LB MULTIFAMILY: Fitch Affirms 'B-' Rating on $215 Class A-2 Certs.
------------------------------------------------------------------
Fitch affirmed LB Multifamily Mortgage Trust's, multiclass pass-
through certificates, series 1991-4 as:

  -- $215 class A-2 at 'B-'.

In addition, the ratings of the $1.6 million class A-1 are
maintained at 'CCC/DR3'.  Classes B, C, and D have been reduced to
zero due to realized losses.  Fitch does not rate class R.

The certificates are collateralized by five adjustable rate
mortgage loans, secured by multifamily properties in California.  
As of the July 2008 distribution date, the pool's collateral
balance has been reduced by 98.5% to $1.6 million from
$105.8 million at issuance.

Class A-1 has incurred $9.2 million in realized losses, as well as
over $70 million in principal paydown.  Class A-2 has a reserve
fund that provides loss protection to this class, therefore, this
class is not expected to incur any losses.

At issuance, the net operating income and the debt service
coverage ratio figures were not available.  No loans are required
to report year-end financials and none reported YE-2007
financials.


LEVITT AND SONS: Administrator Can Hire PTS Inc. as Appraiser
-------------------------------------------------------------
Soneet R. Kapila, the chief administrator for certain Levitt &
Sons debtors, obtained authority from the U.S. Bankruptcy Court
for the Southern District of Florida to employ Preferred Tax
Service, Inc., as his real estate tax appraiser, nunc pro tunc to
June 17, 2008.

Mr. Kapila is the chief administrator for the Debtor borrowers
under a DIP Loan Agreement with Wachovia Bank, N.A.

Cynthia C . Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, counsel for the Chief Administrator,
related that Preferred Tax's personnel are experienced with
assessing ad valorem tax values in the counties where the
Wachovia Debtors' projects are located.

Preferred Tax is expected to assist Mr. Kapila in carrying out his
duties, including providing tax consulting services and assisting
Mr. Kapila in connection with real estate tax litigation appeals
for five of the Wachovia Debtors' residential communities --
Seasons at Laurel Canyon, located in Cherokee County, Georgia;
Seasons at Lake Lanier, located in Hall County, Georgia; Seasons
at Seven Hills and Waterstone at Seven Hills, both located in
Paulding County, Georgia; and Seasons at Prince Creek, located in
Horry County, South Carolina.

According to Ms. Jackson, Preferred Tax will be paid for its real
estate tax appraisal services on a contingency fee basis in an
amount equal to 30% of the net property tax savings achieved for
the Wachovia Debtors.

Any payments to Preferred Tax will be made from funds advanced
under the Debtors' DIP Financing Agreement.

Roy Swartzberg, a certified residential appraiser in the State of
Georgia and property tax consultant at Preferred Tax, assured the
Court that the firm and its individual employees do not hold or
represent any interest adverse to the Debtors, their creditors or
estates.  Preferred Tax is a disinterested person, as the term is
defined in Section 101(14) of the U.S. Bankruptcy Code, he
attests.

Preferred Tax has no connection with any creditors or any other
parties-in-interest or their attorneys or accountants in the
Debtors' Chapter 11 cases, or the United States Trustee, Mr.
Swartzberg told the Court.

                      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)


LINENS N THINGS: Wants Removal Period for Civil Actions Extended
----------------------------------------------------------------
Linens 'n Things and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to extend their time
to file notices of removal of civil actions and proceedings
through and including October 29, 2008, pursuant to Rule 9006(b)
of the Federal Rules of Bankruptcy Procedure.

The Debtors are parties to numerous lawsuits, and are still
assessing the lawsuits to determine whether removal is warranted,
relates Mark D. Collins, Esq., at Richards, Layton & Finger P.A.,
in Wilmington, Delaware.  He notes that the key management
personnel conducting the review are also actively involved in the
Debtors' reorganization, and have yet to finish the analysis as
to whether or not any of the pending suits should be removed.  As
a result, the Debtors require additional time to consider filing
notices of removal of the Civil Actions.

Extending the Debtors' removal period, given the early stages of
the Chapter 11 cases, will permit the Debtors to timely review
their pending litigation matters, and properly evaluate the
proceedings within the larger context of the cases, Mr. Collins
asserts.  The Debtors submit that the sought relief will not
unduly prejudice any counter-party to the Civil Actions.

Since the Petition Date, the Debtors have focused on stabilizing
their businesses and ensuring a smooth transition into Chapter
11, while focusing on other time sensitive aspects of the
bankruptcy cases, Mr. Collins further relates,  He adds that,
among other significant tasks, in the first few months of the
cases, the Debtors have:

   -- obtained approval to conduct store closing sales at 120 of
      their retail locations in the United States, in which sales
      are current in process;

   -- obtained interim and final approval of their $700,000,000
      DIP credit facility, and the approval of a critical
      amendment to the DIP Agreement;

   -- successfully obtained approval of a postpetition trade
      vendor program to promote normalize credit terms with their
      trade vendor community;

   -- proposed store closing sales at an additional 57 of their
      retail locations in the United States, and are in the
      process of obtaining approval to commence sales;

   -- devoted substantial effort to marketing the leases at their
      retail locations subject to ongoing store closing sales to
      maximize value to the bankruptcy estates;

   -- met with representatives of the Official Committee of
      Unsecured Creditors and the Ad Hoc Committee of Noteholders
      to build a consensus with respect to the direction of the
      cases; and

   -- exerted significant effort to stabilize their business
      operations to provide a framework for a successful
      reorganization.

The Debtors believe the proposed extension will provide
sufficient additional time to allow them to consider, and make
decisions concerning, the removal of the Civil Actions.  Unless
the enlargement is granted, the Debtors believe they will not
have sufficient time to fully consider the removal of the Civil
Actions.  Accordingly, the Debtors submit cause exists for the
Court to grant the request.

The Court will convene a hearing on August 28, 2008, at 10:00
a.m., to consider the Debtors' request.  Pursuant to Del.Bankr.LR
9006-2, the Removal Period is automatically extended until the
conclusion of that hearing.

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

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

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

The Official Committee of Unsecured Creditors is represented by
Scott L. Hazan, Esq., and Glenn Rice, at Otterbourg Steindler
Houston & Rosen P.C., as lead counsel.  Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington,
Delaware, serves as local co-counsel.  Carl Marks Advisory Group
LLC serves as financial advisor to the Creditors' Committee.  A
Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

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


LINENS N THINGS: Reports Auction Results of Closing Stores Leases
-----------------------------------------------------------------
Linens 'n Things and its debtor-affiliates submitted to the United
States Bankruptcy Court for the District of Delaware a list
containing the results of the auction of their interests on the
leases to 120 closing stores held on July 24, 2008, pursuant to
court-approved auction procedures.

The list shows that Smart & Final Stores Corporation was deemed
highest bidder to four of the leases.  The Debtors are
negotiating termination agreements with certain landlords for
four stores, and are rejecting leases for three stores.  The
result list also shows that the Debtors are "continuing to
market" the leases of the rest of the locations.

A full-text copy of the auction results is available for free at:

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

                      Landlords' Objections
                    to Proposed Cure Amounts

The landlords contend that the Debtors owe the Landlords much
more than the proposed cure amounts:

                                          Proposed        Actual
   Landlord                              Cure Amt.     Cure Amt.
   --------                              ---------     ---------
   Columbia Retail Deer Grove Centre      $527,114      $602,401
   BFW/Howell Associates, LLC               33,372       416,556
   Inland Commercial Property Mgmt.        339,650       401,005
   June Limited LLC                        236,006       339,392
   DDR Flatiron LLC                        322,777       323,777
   Galleria Alpha Plaza, Ltd.              162,351       238,016
   Orchard Center Company, LLC              50,811       231,215
   GGP/Hornart II, LLC                     214,599       215,599
   Greenway Center, LLC                     81,010       200,719
   Midway Shopping Center                  120,930       183,064
   Eagle Glendale Marketplace, L.P.        118,797       161,583
   Gateway Center Associates, Ltd.          55,729       155,000
   Centerpoint Development Company          54,473       154,889
   CRE Di Bristol, LLC                      84,623       153,999
   Boca Glades, Ltd.                        75,138       149,455
   Legends of KC, LP                        98,469       149,146
   Metro Pointe Retail Associates               --       146,936
   Fallbrook Square Partners, LP           136,907       137,907
   Lanesborough Enterprises Newco           61,677       132,519
   RRP Falcon Ridge Town Center, LP         83,167       130,658
   Stevens Creek, Inc.                     107,977       129,619
   DDR MDT Marketplace                     106,676       107,676
   Vestar Chino-OPCO, L.L.C.               101,779       117,696
   Lisbon Landing LLC                       94,230       116,522
   Polaris Center LLC/Puente Hills Mall    108,577       115,424
   Biddeford Crossing II LLC                23,569       107,780
   DDR DB Tech Ventures LP                 102,281       103,281
   CLPF-Promenade, LP                       66,949        93,370
   Macon Mall, LLC                          90,431        92,384
   Bower/Vero Beach, LLC                    58,820        88,989
   DDR Southeast Middletown, LLC            51,924        82,708
   RLV Troy Marketplace, LP                7 3,029        82,139
   DDRA Tanasbourne Town Center LLC         62,906        80,086
   FC Woodbridge Crossing, LLC              63,599        79,820
   DDR MDT Grandville Marketplace           76,529        77,529
   Benderson-Wainberg Associates LP         59,475        76,797
   RLV Millennium Park, LP                  55,531        75,734
   Granite Amerige L.P.                     28,724        74,766
   KPDT Enterprises/Empire Hanover          33,382        71,647
   Riverside Enterprises, LLC               22,226        70,206
   Cerritos Towne Center, LLC               35,680        67,231
   Westfield, LLC/Oakbridge Mall            63,700        66,200
   RLV Winchester Center, LP                49,730        65,699
   DDRTC Stonecrest Marketplace LLC         61,011        62,011
   Baldwin Commons, L.L.C.                  34,471        53,149
   DS Lone Tree Plaza, LLC                  33,989        50,837
   Dangood - RSM, LP                        34,350        50,475
   Price-ASG, LLC                           48,146        49,146
   Solar Associates, Inc.                   25,964        44,573       
   Independence Center, LLC                 30,756        42,931
   PA-Eastway, Inc.                         32,082        38,703

The Landlords say the Debtors are in default of the monetary
obligations under the terms of their leases.  The defaults
include unpaid prepetition and postpetition rents, insurance dues
and legal fees incurred as a result of the defaults.  The
Landlords also inform the Court that additional amounts may also
be due with regard to prepetition and postpetition periods, like
year-end adjustments to real estate taxes and common area
maintenance.

OH Retail LL, LLC, tells the Court that it does not object to the
Debtors' proposed cure amount with respect to its lease.  However,
OH Retail notes that the proposed amount does not include year-end
reconciliations for charges on common area maintenance and
property taxes that may be owed under the lease.  Hence, OH Retail
says, the Court's order approving the cure amounts should provide
that proposed assignee of the leases (i) will be liable for all
unbilled charges whether those charges cover prepetition or pre-
assumption periods, and (ii) will pay all year-end reconciliations
and property taxes, when due.

Simon Property Group informs the Court that the Debtors are in
default of their monetary obligations aggregating $1,330,465 with
respect to their leases  Hence, Simon Property asks Judge Sontchi
to deny the Debtors' request, and compel them to pay Simon
Property's cure amounts.

CBL & Associates Management also objects to the Debtors' proposed
cure amounts because those amounts do not address any of the
reasonable costs, fees or expenses incurred to date in
conjunction with the Debtors' defaults.  Accordingly, CBL asks
the Court to deny the request, and to compel the Debtors to
adjust their damage calculations to account those resulting from
defaults.

Other landlords objected to the proposed assignments and the cure
payments but did not exact figures the Debtors need to pay to
cure defaults:

   -- Centro Properties Group;
   -- Champion Real Estate Group;
   -- Inland American Retail Management, LLC;
   -- Inland Commercial Property Management, Inc.;
   -- Inland Continental Property Management, LLC;
   -- Inland Pacific Property Services, LLC;
   -- Inland US Management, LLC;
   -- Kimco Realty Corporation;
   -- Kravco Simon Company;
   -- Plano Things, L.P.;
   -- Ramco Auburn Crossroads SPE;
   -- RREEF Management Company
   -- UBS Realty Investors LLC; and
   -- Uptown Square Shopping Center, LLC.

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

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

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

The Official Committee of Unsecured Creditors is represented by
Scott L. Hazan, Esq., and Glenn Rice, at Otterbourg Steindler
Houston & Rosen P.C., as lead counsel.  Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington,
Delaware, serves as local co-counsel.  Carl Marks Advisory Group
LLC serves as financial advisor to the Creditors' Committee.  A
Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

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


LINENS N THINGS: Court Approves DJM as Real Estate Consultant
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Linens 'n Things and its debtor-affiliates to employ
DJM Asset Management, LLC, as consultant pursuant to the terms of
a Real Estate Consulting and Advisory Services Agreement.

Mark D. Collins, Esq., at Richards, Layton & Finger P.A., in
Wilmington, Delaware, relates that the Debtors have decided to
commence negotiations with the Leases' landlords to obtain
modifications to certain of the Leases, including entering into
amended and restated leases, and negotiating claim reductions as
well as disposing of certain other Leases.  The Debtors believe
the retention of a real estate consultant would allow the Debtors
to maximize value in the negotiations, and will promote the
economical and efficient administration of their bankruptcy
estates.

Pursuant to the terms of the Services Agreement, DJM will:

   (a) meet with the Debtors to ascertain their goals, objectives
       and financial parameters;

   (b) negotiate the modification of leases of certain go-forward
       stores to obtain rent reductions or other advantageous
       modifications, as directed by the Debtors;

   (c) market the leases of the Closing Stores for the
       termination, assignment, sublease or other disposition,
       which may include the conduct of one or more competitive
       bid auctions among interested parties;

   (d) negotiate waivers or reductions of prepetition cure
       amounts and claims asserted pursuant to Section 502(b)(6)
       of the Bankruptcy Code with respect to Closing Store
       Leases;

   (e) assist the Debtors and its other retained advisors in the
       documentation of proposed transactions;

   (f) prepare and deliver a leasehold valuation of the Go-
       Forward Leases; and

   (g) report periodically to the Debtors regarding the status of
       negotiations and disposition efforts.

                   DJM's Fees and Compensation

For services with respect to renegotiation of any Go-Forward
Lease that is later assumed by the Debtor, DJM's fee will be a
percent of the "Total Occupancy Cost Savings" earned during the
first three years following the modification's effective date.  
DJM will also be paid any retroactive monetary benefit the
Debtors receive for any period prior to the Lease Modification
Date, which is calculated as:

           Total Savings                      Fee
           -------------                      ---
         $0.00 to $20,000,000                  0%
         $20,000,001 to 30,000,000           3.5%
         $30,000,001 to $40,000,000          4.5%
         more than $40,000,001               5.0%

When and if the Total Savings exceed $20,000,000, DJM will be
paid a base fee of $500,000.

For each closing of a transaction, in which any Closing Store
Lease is assigned, subleased or transferred to a third party and
other related transaction, DJM will be paid a fee equal to 3.75%
of the gross proceeds of the disposition.

If a landlord agrees to reduce or waive its claim relating to the
Closing Store Leases, DJM will receive 3.75% of the savings of
any dividend that otherwise would have been payable to the
landlord, discounted at the rate of 7% to determine the net
present value of the distribution rate.

DJM will also be compensated for additional consulting services
rendered at the Debtors' specific request, and that are not
otherwise provided for in the Services Agreement at the rate of
$350 per hour.  DJM will keep time records for those services as
may be required by the Court.  The Debtors agree that DJM is a
retained professional covered by the carve-out for professional
fees contained in the Court order approving the Debtors' DIP
Financing.

In addition, DJM will be paid $400 per Go-Forward Lease valuation
or appraisal it prepared, provided that if DJM earns any
additional fees with regard to any valued Lease, the Debtor may
offset up to $200 against the additional fees owed for each
applicable Go-Forward Lease.

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

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

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

The Official Committee of Unsecured Creditors is represented by
Scott L. Hazan, Esq., and Glenn Rice, at Otterbourg Steindler
Houston & Rosen P.C., as lead counsel.  Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington,
Delaware, serves as local co-counsel.  Carl Marks Advisory Group
LLC serves as financial advisor to the Creditors' Committee.  A
Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

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


LINENS N THINGS: Withdraws Motion to Employ Citigroup as Banker
---------------------------------------------------------------
Linens 'n Things and its debtor-affiliates withdraw, without
prejudice, their application to employ Citigroup Global Markets,
Inc., as investment banker from the United States Bankruptcy Court
for the District of Delaware.

No reason is cited for the withdrawal.

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

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

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

The Official Committee of Unsecured Creditors is represented by
Scott L. Hazan, Esq., and Glenn Rice, at Otterbourg Steindler
Houston & Rosen P.C., as lead counsel.  Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington,
Delaware, serves as local co-counsel.  Carl Marks Advisory Group
LLC serves as financial advisor to the Creditors' Committee.  A
Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

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


LODGENET INTERACTIVE: Moody's Affirms B1 CFR; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service revised the rating outlook for Lodgenet
Interactive Corporation to negative from stable while concurrently
affirming the company's B1 corporate family rating, B2 probability
of default rating, and the B1 ratings assigned to the company's
bank credit facilities.  The outlook revision was prompted by the
slow pace of de-levering subsequent to last year's acquisition of
On Command and uncertainties about hotel occupancy rates and
operating performance over the forward period, and the ensuing
likelihood that the company will not meet the parameters the
ratings are predicated upon (i.e.; fully adjusted Total Debt-to-
EBITDA of approximately 3x by the end of 2009) and ratings may
need to be downgraded.  Growth of both the top line and margins
has not been as robust as had been initially expected, and while
margins have recently been gradually improving, they continue to
be at a significant discount to those prevailing prior to the On
Command acquisition.  As well, with the economy slowing, and with
it, away-from-home lodging-related spending under pressure, the
company's ability to generate meaningful amounts of free cash flow
is uncertain.

Lodgenet's existing B1 CFR continues to reflect the company's
exposure to the lodging industry's inherent cyclicality,
seasonality and volatility, as well as the company's dependence on
the quality of film and television product, capital expenditure
requirements, and thin fixed charge coverage.  The rating is
supported by LodgeNet's large installed room base and the
consequent advantages of scale, potential for more modest future
investment requirements than historically and diversification
through new revenues streams, including services and system sales
related to Broadband and healthcare facilities.

Outlook Actions:

Issuer: Lodgenet Interactive Corporation

  -- Outlook, Changed To Negative From Stable

Lodgenet Interactive Corporation, headquartered in Sioux Falls,
South Dakota, provides TV cable programming, video-on-demand,
video game entertainment services and Broadband Internet services
to the lodging industry.


MBIA INSURANCE: S&P Affirms 'AA' Ratings; Off CreditWatch
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'AA' financial
strength ratings on both MBIA Insurance Corp. and Ambac Assurance
Corp. and removed the ratings from CreditWatch Negative. The
outlook on both companies is negative.

"We assigned a negative outlook to MBIA due to its significant
exposure to domestic nonprime mortgages and related exposures to
collateralized debt obligations (CDO) of asset-backed securities
(ABS)," said Standard & Poor's credit analyst David Veno.

"The negative outlook on Ambac reflects our view that the
company's exposure to domestic nonprime mortgages and related
exposures to CDO of ABS has likely damaged its franchise and that
the company faces diminished new business flow," said credit
analyst Dick Smith.

Removal of the negative outlook for both companies will depend on
clarification of ultimate potential losses as well as future
business prospects, the outcome of strategic business decisions,
and potential regulatory developments.


MECACHROME INT'L: Moody's Junks CF and PD Rating to Caa1 from B2
----------------------------------------------------------------
Moody's Investors Service downgraded Mecachrome International
Inc.'s Corporate Family Rating and Probability of Default Rating  
to Caa1 from B2.  At the same time, Moody's downgraded
Mecachrome's Senior Secured rating to B1 from Ba2 and Senior
Subordinate rating to Caa2 from B3, affirmed the company's SGL-4
liquidity rating, indicating weak liquidity, and changed the
rating Outlook to negative.  This concludes the review for
downgrade initiated on July 16, 2008.

The two notch downgrade reflects Mecachrome's weak liquidity
position and a marked deterioration in key credit metrics.  Darren
Kirk, Moody's analyst, said that "we expect Mechachrome's cash
consumption to continue into at least 2009 as delays in key
aerospace contracts contribute to a shortfall in EBITDA".  While
recent amendments to bank covenant levels will provide the company
with a degree of flexibility into Q4/08, the cushion is limited
and, in Moody's opinion, further amendments are likely to be
required beginning in Q1/09.  Cash balances will partially fund
operating cash uses, although Debt levels are expected to rise
modestly through this period.  The new rating level is supported
by the company's diversified revenue base and strong backlog
levels, its good competitive position serving large OEM aerospace
and automotive customers, well as reasonable entry barriers
provided by its high proportion of single source supplier
arrangements.

The negative Outlook reflects Moody's belief that the company is
likely to require additional amendments to certain of its bank
facility covenants within the next couple of quarters.

Downgrades:

Issuer: Mecachrome International Inc.

  -- Probability of Default Rating, Downgraded to Caa1 from B2

  -- Corporate Family Rating, Downgraded to Caa1 from B2

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to  
     Caa2, LGD4, 65% from B3, LGD4, 64%

  -- Senior Secured Bank Credit Facility, Downgraded to B1, LGD2,
     10% from Ba2, LGD1, 09%

Outlook Actions:

Issuer: Mecachrome International Inc.

  -- Outlook, Changed To Negative From Rating Under Review

Mecachrome International Inc., headquartered in Montreal Canada,
is a leading designer, manufacturer and assembler of precision-
engineered industrial components and systems, including aircraft
engine components and structural components, and automotive racing
engines.


MEGA BRANDS: Weak Financial Risk Profile Cues S&P's 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on Montreal-based MEGA Brands Inc. and its
subsidiaries to 'B-' from 'B'. The ratings remain on CreditWatch
with negative implications, where they were placed Nov. 9, 2007.
The '3' recovery rating on the bank loan is unchanged.

"The downgrade reflects our concerns regarding the company's very
weak financial risk profile, including its liquidity position,"
said Standard & Poor's credit analyst Lori Harris. These concerns
follow the announcement that MEGA Brands will be issuing C$75
million of 8% senior unsecured convertible debentures due Aug. 31,
2013.

The offering, scheduled to be completed Aug. 19, is conditional
upon an amendment to the company's credit agreement and the
Toronto Stock Exchange's approval of MEGA Brands' exemption from
the requirement to seek shareholder approval.

In March 2008, MEGA Brands announced the possible sale of its
stationery and activities division. MEGA Brands acquired the
business in 2005 for about US$350 million (plus contingent
payments). The business, which generated 2007 sales of more than
C$200 million, consists of art materials, writing instruments,
presentation boards, organizers, and craft and activity sets. At
this time, the probability of a sale and the estimated net
proceeds for the stationery and activities business are unknown.

Standard & Poor's will remove the ratings from CreditWatch after
completion of the new debt offering and meeting with senior
management to discuss the company's ongoing business and financial
strategies.


MRS FIELDS: May File for Bankruptcy Aug. 25, Solicits Plan Votes
----------------------------------------------------------------
Mrs. Fields Famous Brands, LLC and certain affiliated companies
commenced on August 15, 2008, a solicitation of votes on a joint
prepackaged plan of reorganization under Chapter 11 of the United
States Bankruptcy Code, as amended, from certain of the Companies'
creditors and interest holders.

The subsidiaries of Mrs. Fields' Original Cookies, Inc. that are
the subject of the joint prepackaged plan of reorganization are:
Mrs. Fields Famous Brands, LLC, Mrs. Fields Financing Company,
Inc., Mrs. Fields Franchising, LLC, TCBY Systems, LLC, Mrs. Fields
Gifts, Inc., The Mrs. Fields' Brand, Inc., Mrs. Fields Cookies
Australia, TCBY International, Inc., TCBY of Texas, Inc., GACCF,
LLC, PTF, LLC, PMF, LLC and GAMAN, LLC.

Mrs. Fields and certain affiliated companies entered into and
later amended a binding restructuring term sheet and related
restructuring support agreements with the members of an ad hoc
committee of certain unaffiliated investors holding in excess of
78% in outstanding principal amount of Mrs. Fields' 9% and 11-1/2%
Senior Secured Notes due 2011, providing for an offer by Mrs.
Fields to exchange the Notes for cash, new secured notes and 87.5%
of the equity in the Company.

On August 13, 2008, Mrs. Fields and certain affiliated companies,
Capricorn Investors III, L.P., which is the equity sponsor of the
Companies, and the Committee reached an agreement to further amend
the Term Sheet and amend the Support Agreements.  The Amended Term
Sheet modified certain of the financial terms and established
revised timelines for the transactions contemplated by the Amended
Term Sheet.  The Amended Support Agreements reconfirm the parties'
support for the Restructuring and provide that the Restructuring
will be implemented through a "pre-packaged" Chapter 11 filing and
the confirmation of the Prepackaged Plan.  As a result of the
Amended Support Agreements, the holders of more than two-thirds of
the outstanding principal amount of the Notes, and each of the
holders of the MFOC Note and MFOC Equity have agreed to vote in
favor of the Prepackaged Plan, subject to the terms and conditions
of the Amended Support Agreements.

The Term Sheet, as further amended, will be terminated if, among
other things:

   -- Mrs. Fields has not filed for bankruptcy by August 25,
      2008;

   -- if the combined hearing seeking approval of the Disclosure
      Statement and confirmation of the Plan, has not occurred
      within 35 days of the Petition Date;

   -- if the Disclosure Statement and Plan will not have been
      approved by a final, non-appealable order of the Bankruptcy
      Court within 45 days of the Petition Date; and

   -- if the Effective Date of the Plan will not have occurred
      within 60 days of the Petition Date.

Mrs. Fields' proposed counsel are:

   David R. Hurst, Esq.
   Mark L. Desgrosseilliers, Esq.
   MONTGOMERY, McCRACKEN, WALKER & RHOADS, LLP
   1105 North Market Street, Suite 1500
   Wilmington, Delaware 19801
   Tel: (302) 504-7800

Mrs. Fields' proposed Special Corporate Counsel is:

   Mark S. Chehi, Esq.
   SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
   One Rodney Square
   PO Box 636
   Wilmington, Delaware 19899
   Tel: (302) 651-3000

The Ad Hoc Noteholder Committee's co-counsel are:

   Fred S. Hodara, Esq.
   AKIN GUMP STRAUSS HAUER & FELD LLP
   590 Madison Avenue
   New York, New York 10022
   Tel: (212) 872-1000

   -- and --

   David M. Dunn, Esq.
   AKIN GUMP STRAUSS HAUER & FELD LLP
   1333 New Hampshire Avenue, N.W.
   Washington, D.C. 20036
   Tel: (202) 736-8000

   -- and --

   Robert S. Brady, Esq.
   YOUNG CONAWAY STARGATT & TAYLOR, LLP
   The Brandywine Building
   1000 West Street, 17th Floor
   Wilmington, Delaware 19801
   Tel: (302) 571-6600

Pursuant to the Amendment to Restructuring Term Sheet, dated July
11, 2008, Blackstone Advisory Services L.P., has been brought on
board to advise the Company.  CRG Partners has also been retained
as the Company's turnaround consultant.

The primary purpose of the Plan is to effectuate the restructuring
of the Company's capital structure to bring it into alignment with
the Company's present and future operating prospects and to
provide the Company with greater liquidity.  Mrs. Fields indicated
that it is highly leveraged relative to its cash flow, its
liquidity position has been steadily deteriorating and is
currently severely restricted, and it will not be in a position to
make the interest payment due on the Old Notes on September 15,
2008.

As of August 15, 2008, Mrs. Fields has roughly $2.4 million in
cash on hand other than $90.9 million in restricted cash held by
the Old Notes Trustee and approximately $1.9 million in payables
which are either due or past due.  Based on the Company's most
recently prepared cash flow estimates, it anticipates that over
the next several weeks' period during which the votes in favor of
the Plan will be solicited and court approval of the Plan will be
sought, cash from operations will not be sufficient to meet the
costs of the solicitation and bankruptcy process and other
obligations as they become due.  In that regard, Mrs. Fields
estimates that it will need to obtain access to approximately $4.8
million in the restricted cash held by the Old Notes Trustee
through the end of September 2008, which is approximately the time
at which the Plan could earliest be consummated.  In addition and
assuming the same end of September 2008 consummation date, Mrs.
Fields is seeking to raise a $10 million working capital facility
to fund working capital needs, some or all of which will need to
be drawn to provide the cash distributions required upon
confirmation of the Plan.  If the Working Capital Facility is put
in place, borrowings under it would be senior as to security to
the New Notes.

The Company believes that the restructuring will reduce
uncertainty with respect to its future and better position it to
develop and maintain new customers.

The Plan will pay Allowed Unsecured Claims in full, and
effectuate, without limitation, these restructuring transactions:

   (a) the conversion of Old Notes into a combination of cash,
       New Notes and 87.5% of the equity of MFOC outstanding at
       the effective date of the Plan; and

   (b) the conversion of the MFOC note into a combination of
       cash, 12.5% of the equity of MFOC outstanding at the
       effective date of the Plan and a warrant to purchase
       additional equity of Reorganized MFOC.

Allowed Secured Noteholders in Class 3 are expected to recover
86.5% of their claims.  Allowed MFOC Noteholders in Class 5 are
expected to recover 96.4% of their claims.  Holders of MFOC Equity
Interests will get nothing.

A full-text copy of the Amended Support Agreement, dated August
13, 2008, by and among Mrs. Fields Famous Brands, LLC,  Mrs.
Fields Financing Company, Inc., Mrs. Fields' Original Cookies,
Inc., Mrs. Fields' Holding Company, Inc., Capricorn Investors III,
L.P. and certain members of the Committee, is available at no
charge at:

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

A full-text copy of the Disclosure Statement relating to the Pre-
Packaged Plan of Reorganization, dated August 15, 2008 -- together
with the Pre-Packaged Plan of Reorganization -- is available at no
charge at:

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

Mrs. Fields delivered to the Securities and Exchange Commission a
Form T-3 relating to its issuance of up to a maximum aggregate
principal amount not expected to exceed $60.0 million of 10%
Senior Secured Notes due 2014.

Pursuant to Mrs. Fields' proposed Pre-Packaged Plan, the Company
will exchange claims pursuant to their outstanding 11-1/2% senior
secured notes and 9% Senior Secured Notes for the 10% senior
secured notes due 2014, cash and an ownership interest in MFOC.

A full-text copy of the Form T-3 is available at no charge at:

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

Separately, Mrs. Fields' Board of Managers determined that,
following the Company's filing of its Quarterly Report on Form 10-
Q for its second fiscal quarter of 2008, the audit committee and
the compensation committee of the Company's Board of Managers will
each be reconstituted to include all of the Company's Managers. In
addition, Don K. Rice has assumed the role of Chairman of Mrs.
Fields and will receive compensation in that role equal to the
compensation to be paid to the Chairman of Mrs. Field's audit
committee for such role.

On August 12, 2008, Raymond Troubh was appointed to the Board of
Managers.  In conjunction with the reconstitution of the audit
committee and compensation committee of the Board of Managers, Mr.
Troubh is expected to serve on both committees.  Mr. Troubh will
be compensated on the same basis as other directors.

               About Mrs. Fields Famous Brands

Headquartered in Salt Lake City, Utah, Mrs. Fields Famous Brands,
LLC -- http://www.mrsfields.com/-- develops and franchises retail  
stores which sell core products including cookies, brownies and
frozen yogurt through three specialty branded concepts: Mrs.
Fields, Great American Cookie company.  The company has more than
1,200 franchised and licensed concept locations worldwide.

On August 7, 2007, Mrs. Fields sold substantially all of the
assets of its wholly owned subsidiaries Pretzel Time Franchising,
LLC and Pretzelmaker Franchising, LLC to NexCen Brands, Inc.,
divesting the Company of roughly 376 franchised or licensed units
worldwide and approximately $6.4 million in revenue.  On January
29, 2008, Mrs. Fields sold substantially all of the assets of its
wholly owned subsidiary Great American Cookie Company to NexCen,
divesting the Company of roughly 300 franchised units primarily
located in the United States and roughly $26 million in revenue.

At March 29, 2008, the company's balance sheet showed total assets
of $147.2 million and total liabilities of $247.2 million,
resulting in a total shareholders' deficit of approximately
$100.0 million.

                       Going Concern Doubt

As reported in the Troubled company Reporter on April 18, 2008,
KPMG LLP raised substantial doubt about the ability of Mrs. Fields
Famous Brands LLC to continue as a going concern after it audited
the company's financial statements for the year ended
Dec. 29, 2007.  The auditing firm reported that the company has
suffered recurring net losses and negative cash flows from
operations and has a net member's deficit at Dec. 29, 2007.


MTR GAMING: S&P Cuts Rating to 'B-'; Outlook Negative
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on MTR Gaming Group Inc. The corporate
credit rating was lowered to 'B-' from 'B+'. The rating outlook is
negative.

"The ratings downgrade reflects our concern that the company will
violate the financial covenants established in its credit
agreement in the near term, despite having previously amended its
covenants in March 2008," said Standard & Poor's credit analyst
Mike Listner.

MTR Gaming has exhibited revenue and EBITDA growth in the first
half of the year, primarily related to the introduction of table
games at its Chester, W.Va. property, Mountaineer Casino,
Racetrack & Resort. In addition, the company has benefited from a
full six months of operations at its Erie, Pa. racino, Presque
Isle Downs, compared to only four months of operations in the same
period in 2007. Still, our expectation is that EBITDA growth will
be insufficient in the second half of the year to address step-
downs built into the company's leverage covenant.

"Based on the quarter ending June 30, 2008, MTR reported a debt-
to-EBITDA ratio of 6.22x--just slightly less than the 6.25x
covenant requirement. This measure steps down to 5.75x on Sept.
30, 2008 and to 5.25x on Dec. 31, 2008, and includes additional
incremental reductions thereafter. While the company has
demonstrated a commitment to repay debt through principal payments
of approximately $37 million (including both voluntary and
scheduled principal payments) in the first half of the year, there
still exists a need to grow profitability substantially in order
to remain in compliance. We project that consolidated EBITDA would
need to grow approximately 60% on a year-over-year basis in the
second half of the year to prevent a near-term covenant
violation," S&P says.

"With operating conditions across the U.S. gaming industry
challenged by a weak economy, we are concerned about MTR Gaming's
growth prospects. Mountaineer, which contributes more than half of
MTR Gaming's EBITDA, reported $11.7 million of EBITDA for the
second-quarter of 2008--a slight decline from the prior-year
period. Despite the introduction of poker and table games at
Mountaineer, the property has been facing declines in its slot
revenues since the June 2007 opening of The Meadows in
southwestern Pennsylvania, and we do not expect a significant
change in this dynamic given the weak economy. This puts the onus
on Presque Isle Downs to grow significantly in the second half of
2008 for MTR Gaming to avoid a covenant violation.

"Moreover, we expect that Mountaineer will face additional
competition in 2009 from the slot gaming venue to be located in
downtown Pittsburgh. Following the Pennsylvania Gaming Control
Board's recent approval of a change in ownership structure for the
property, we expect the facility to open in the third quarter of
2009. Once completed, we believe that the additional competition
will cause EBITDA to decline at Mountaineer, resulting in weaker
credit measures for MTR Gaming in approximately one year from now.

"The 'B-' rating reflects MTR Gaming's high debt leverage, the
likelihood of a near-term covenant violation, and the ongoing and
additional competitive threats posed by the Pennsylvania gaming
market to the company's largest gaming property (Mountaineer).
These concerns are somewhat tempered by the solid operating
performance at the company's newest property, Presque Isle Downs."


MURRAY REAL: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Murray Real Estate Investments II, LLC
         dba Beach Express Car Wash
        1408 Harbour Walk Road
        Tampa, FL 33602

Bankruptcy Case No.: 08-12264

Chapter 11 Petition Date: Aug. 14, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: David W. Steen, Esq.
                   (dwslaw@yahoo.com)
                  David W. Steen, PA
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100

Total Assets: $425,700

Total Debts: $1,109,417

A list of the Debtor's largest unsecured creditors is available
for free at http://ResearchArchives.com/t/s?30d7


NEXCEN BRANDS: CEO Steps Down; Could Strike Deal This Week
----------------------------------------------------------
NexCen Brands, Inc.'s Robert W. D'Loren has resigned as Chief
Executive Officer and as a member of the Company's Board of
Directors, effective August 15, 2008. Kenneth J. Hall, currently
Executive Vice President, Chief Financial Officer and Treasurer,
has been appointed Chief Executive Officer.

David S. Oros, Chairman of NexCen Brands, stated, "We are pleased
to have Ken take on the role of CEO. Ken has been instrumental in
completing the restructuring of the Company's financing
arrangements and we are confident in his ability to lead NexCen as
the Company continues to execute the business restructuring plan
initiated in May, which focuses on the franchising business."

Mr. Hall is a seasoned executive with more than 25 years of cross-
functional operating, strategic and financial leadership
experience. He has driven growth and bottom-line results for
public and private companies across a variety of industries. As an
executive of middle-market global companies with revenues up to $1
billion, his experience has spanned all core operations and market
sectors. He has held executive leadership positions with NYSE- and
NASDAQ-listed companies as well as private companies, including
Global DirectMail, Icon CMT Corp., the National Football League,
and Mercator Software, where he helped lead its financial
turnaround following a financial restatement and SEC
investigation. Prior to joining NexCen, Mr. Hall most recently
served as Chief Financial Officer and Treasurer of Seevast Corp, a
leading online-media holding company comprised of ad networks,
Pulse 360 and Kanoodle, as well as a domain asset management
company, Moniker, for which Mr. Hall led the successful sale.

Mr. Hall holds a B.S. in Finance from Lehigh University and a
M.B.A. from Golden Gate University. He is a member of the National
Association of Corporate Directors.

The Company plans to commence a search for a new Chief Financial
Officer.

As previously reported by the Troubled Company Reporter on Friday,
NexCen, certain of its subsidiaries, and BTMU Capital Corporation,
its lender, entered into a letter agreement that amends the
July 17, 2008 letter agreement among them by extending the
forbearance period to August 15, 2008.  The Company and BTMUCC
continue to work on finalizing agreements to effect a
comprehensive restructuring of the Company's borrowing facility,
and the Company expects the agreements to be completed this week.

On June 20, 2008, NexCen Brands disclosed that the Company, NexCen
Holding Corporation as Issuer, and other subsidiaries had entered
into a letter agreement with BTMUCC, which originally provided the
Company, until July 17, 2008, with limited forbearance and near-
term access to additional cash.

On July 17, Company and BTMUCC extended the original forbearance
period through August 8.  Since June 20, the Company and BTMUCC
have remained in active discussions.

The July 17 Restated Letter Agreement includes a number of
modifications that where provided for in the Original Agreement,
as well as additional modifications that will enhance the
Company's access to cash to fund operations of the Issuer and its
subsidiaries.

NexCen Brands, NexCen Holding and its subsidiaries were permitted
to withdraw certain additional amounts that remain in the lockbox
for these purposes (in priority order):

   -- Certain of the Company's subsidiaries will be paid
approximately $1.1 million for management fees accrued since
May 31, 2008 to reimburse the subsidiaries for operating expenses
associated with managing the Company's brands and franchisees;

   -- BTMUCC will be paid approximately $2.6 million for accrued
interest on all outstanding notes;

   -- BTMUCC's professional advisors will be paid approximately
$418,000 for services rendered in connection with the
restructuring;

   -- The Issuer will receive approximately $4.6 million for use
by the Company and certain of its subsidiaries for accrued
accounts payable, accrued expenses and working capital; and

   -- Neither the Issuer nor any of its subsidiaries will be
required to make any payments of principal with respect to any
outstanding notes with respect to scheduled payments in July 2008.

Approximately $152,000 currently in an Issuer subsidiary's bank
account will be released to the Issuer for use by the Company and
certain of its subsidiaries for accrued accounts payable, accrued
expenses and working capital.  Approximately $552,000 currently in
a lockbox account will be retained in the account and set aside
for the payment of fees to BTMUCC's professional advisors.

Certain of the Company's subsidiaries agreed to collect an
alternate management fee for managing the Company's brands and
franchisees effective on and after May 31, 2008.

In the Restated Letter Agreement, BTMUCC continues to allege that
certain Defaults and Events of Default have occurred.  NexCen
Holding and its subsidiaries continue to deny that the defaults
have occurred.

A full-text copy of the Letter Agreement is available at no charge
at http://ResearchArchives.com/t/s?30d0

                   About NexCen Brands

NexCen Brands Inc. (NASDAQ: NEXC) -- http://www.nexcenbrands.com/     
-- acquires and manages global brands, generating revenue through
licensing and franchising. We currently own and license the Bill
Blass and Waverly brands, as well as seven franchised brands. Two
franchised brands -- The Athlete's Foot and Shoebox New York --
sell retail footwear and accessories.  Five are quick-service
restaurants -- Marble Slab Creamery, MaggieMoo's, Pretzel Time,
Pretzelmaker, and Great American Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world. The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.


                          *     *    *

A. Substantial Doubt

As reported by the Troubled company Reporter on May 21, 2008,
based on information that is now known, the company believes that
there is substantial doubt about its ability to continue as a
going concern, and pending completion of an independent review,
that this substantial doubt also may have existed at the time the
company filed its 2007 10-K.  The audit committee of the company's
Board of Directors has retained independent counsel to conduct an
independent review of the situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008 on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007, as contained in the
company's 2007 10-K.

B. Strategic Alternative Review

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


NEXSTAR BROADCASTING: June 30 Balance Sheet Upside-Down by $99MM
----------------------------------------------------------------
Nexstar Broadcasting Group, Inc., reported its unaudited financial
results for the quarter ended June 30, 2008.  At June 30, 2008,
the company's balance sheet showed total assets of $699.6 million  
and total liabilities of $799.1 million, resulting in a $99.5
million stockholders' deficit.

           Adjustments to 2008 Second Quarter Results

Nexstar Broadcasting Group, Inc. identified adjustments to its
2008 second quarter and six month financial results for the
periods ended June 30, 2008, which were announced on August 5.  
The adjustments to the 2008 second quarter and year to date
results include a decrease of net revenue by $129,000, an increase
in selling, general, and administrative expenses of $100,000 and a
decrease in depreciation expense of $226,000, which had the net
effect of reducing income from operations, net income and free
cash flow by $3,000 and broadcast cash flow and EBITDA by
$229,000.

The company reported a net income of $3.8 million over $70.7
million net revenue for the quarter ended June 30, 2008, compared
with a net loss of $1.2 million over $68.7 million net revenue for
the same period last year.

"Nexstar's record second quarter operating results highlight
strong year-over-year increases in political, eMedia and
retransmission consent revenues which more than offset the
softness in spot revenue and the erosion of network comp," Perry
A. Sook, Chairman, President and Chief Executive Officer of
Nexstar Broadcasting Group, Inc., commented.  "Second quarter 2008
net revenue of $70.7 million included approximately $3.1 million
of net political advertising revenue up from $68.7 million of net
revenue in last year's second quarter, which included
approximately $1.0 million of net political ad revenue.  In
addition, our corporate and station level personnel are exercising
disciplined expense management thereby offsetting the impact of
soft national and local economies.

"Second quarter 2008 retransmission consent revenue grew 14% from
year-ago levels to $4.8 million while eMedia revenue rose nearly
three-fold to $2.6 million.  For the full year, these digital
high-margin revenue streams are expected to account for
approximately $30.0 million of total revenue.

"Throughout 2008 we'll apply the company's free cash to complete
our digital television cap ex program and to reduce debt.  We view
our projected 2008 digital television cap ex spending of
approximately $30 million as one-time in nature so 2009 free cash
flow will benefit materially from the conclusion of the program.  
We believe Nexstar is on track to end 2008 with a total debt
leverage ratio of approximately 5.5x -- the lowest debt leverage
ratio in the Company's history -- compared to its permitted
leverage covenant of 6.50x at Dec. 31, 2008."

                          Outstanding Debt

The company's total net debt at June 30, 2008, was $655.6 million,
compared to $665.0 million at Dec. 31, 2007.  The total net debt
consists of $354.9 million of bank debt, $198.2 million of senior
subordinated 7% notes, $35.0 million of senior subordinated 12%
PIK notes and $83.1 million of 11.375% senior discount notes, less
cash on hand of $15.6 million.

As defined in the company's credit agreement, consolidated total
net debt was $621.2 million at June 30, 2008.  The company's total
leverage ratio at June 30, 2008 was 6.67x compared to a permitted
leverage covenant of 6.75x.

Total interest expense in the second quarter of 2008 was $10.8
million, compared to $13.8 million for the same period in 2007.  
Cash interest expense for the second quarter of 2008 was $10.5
million, compared to $10.1 million for the same period in 2007.

On April 1, 2008, Nexstar redeemed a principal amount of
approximately $46.9 million of 11.375% notes outstanding
sufficient to ensure that the 11.375% notes would not be
"applicable high yield discount obligations" within the meaning of
Section 163(i)(1) of the Internal Revenue Code.  This principal
payment was funded with cash generated from operations and from
borrowings under its senior secured credit facility.

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

               About Nexstar Broadcasting Group Inc.

Headquartered in Irving, Texas, Nexstar Broadcasting Group Inc.
(NASDAQ:NXST) -- http://www.nexstar.tv/-- is a television   
broadcasting company focused on the acquisition, development and
operation of television stations in medium-sized markets in the
United States.  As of Dec. 31, 2007, the company owned and
operated 32 stations, and provided sales or other services to an
additional 17 stations that are owned by Mission Broadcasting,
Inc. and other entities.  In 17 of the 29 markets that Nexstar
serves, it owns, operates, programs or provides sales and other
services to more than one station.  The stations that Nexstar
owns, operates, programs or provides sales and other services to
are in markets located in New York, Pennsylvania, Illinois,
Indiana, Missouri, Texas, Louisiana, Arkansas, Alabama, Montana
and Maryland.

                          *     *     *

As disclosed in the Troubled Company Reporter on July 4, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nexstar Broadcasting Group Inc. to 'B-' from 'B' and
removed the ratings from CreditWatch, where they were placed with
negative implications on April 11, 2008.  At the same time, S&P
lowered the ratings on the company's senior secured credit
facilities to 'B+' from 'BB-', and the rating on its unsecured
debt to 'CCC' from 'CCC+'.  The outlook is stable.


NPS PHARCEUTICALS: June 30 Balance Sheet Upside-Down by $197.1MM
----------------------------------------------------------------
NPS Pharmaceuticals, Inc. reported its financial results for the
second quarter of 2008.  At June 30, 2008, the company's balance
sheet showed total assets of $187.7 million and total liabilities
of $384.9 million, resulting in a $197.1 million stockholders
deficit.

Revenues were $27.0 million for the second quarter of 2008, as
compared to $13.1 million for the second quarter of 2007.  The
increase is primarily due to:

   (i) license fee revenue recognized under the company's
       agreement with Nycomed for GATTEX,

  (ii) royalty revenue on Amgen's sales of Sensipar(R) (cinacalcet
       HCl),

(iii) revenues associated with the company's agreement with
       Nycomed for Preotact(R) (parathyroid hormone [rDNA origin]
       injection), and

  (iv) royalty revenue on Kirin's sales of REGPARA(R) (cinacalcet
       HCl) in Japan.

Operating expenses decreased to $10.6 million for the second
quarter of 2008 as compared to $22.3 million for the second
quarter of 2007.  The company reported net income of $1.2 million
for the second quarter of 2008, versus a net loss of $14.8 million
for the second quarter of 2007.

At June 30, 2008, the company's cash, cash equivalents, short- and
long-term investments totaled $138.3 million, as compared to
$161.7 million at Dec. 31, 2007.  The company's cash burn guidance
for 2008 remains unchanged at $45 to $55 million and excludes
potential changes in the estimated fair value of the company's ARS
investments.  At June 30, 2008, NPS held ARS investments with a
cost basis of $29.7 million and an estimated fair value of $25.8
million.  NPS has classified its ARS investments as non-current
assets within its balance sheet.

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty      
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

                          *     *     *

As reported Troubled Company Reporter on May 14, 2008, the Audit
Committee of the Board of Directors of NPS Pharmaceuticals, Inc.,
concluded, after consultation with management of the company and a
review of the pertinent facts, that the previously reported
financial statements contained in the company's Annual Report on
Form 10-K for the fiscal year ended Dec. 31, 2007, should not be
relied upon due to an error in the computation of the cash sweep
premium interest expense associated with the Secured 8.0% Notes
due on March 30, 2017.  The company detected this error during the
course of the preparation and review of the company's Quarterly
Report on Form 10-Q for the period ended March 31, 2008.

As a result of this error, the company understated accrued
interest expense and retained deficit and overstated income taxes
payable on the Consolidated Balance Sheet as of Dec. 31, 2007.  
Also, as a result of the error, the company understated interest
expense and overstated income tax expense on the Consolidated
Statement of Operations for the year ended Dec. 31, 2007.  The
company is currently working on restating the financial statements
that were included in its Form 10-K for the year ended Dec. 31,
2007, and will file an amendment on Form 10-K/A to include the
restated financial statements and related disclosures once they
are completed.
                
       
OCULUS INNOVATIVE: POSTS $5,199,000 Net Loss in Qtr. Ended June 30
------------------------------------------------------------------
Oculus Innovative Sciences Inc. reported a net loss of $5,199,000
on total revenues of $1,211,000 for the first quarter ended
June 30, 2008, compared with a net loss of $5,018,000 on total
revenues of $866,000 in the same period ended June 30, 2007.

Product revenues grew 59% to $1,007,000 while service revenues
declined 13% to 204,000 resulting in reported revenues of
$1,211,000 during the three months ended June 30, 2008.  The
$375,000 increase in product revenues was due primarily to
$232,000 higher sales in Mexico and $116,000 increase in sales in
Europe.

The decline in service revenues was due to a decrease in the
number of tests provided by the company's services business.  The
company said it expects that its service revenues will continue to
decline in future periods, as it continues to implement its
strategy of focusing primarily on its Microcyn business.

Loss from operations decreased to $5,074,000 in the three months
ended June 30, 2008, from $5,416,000 in the prior year's fiscal
first quarter primarily reflecting the increase in revenues.

Other income and expense decreased $572,000, or 108%, to net other
expense of $39,000 for the three months ended June 30, 2008, from
net other income of $531,000 for the three months ended June 30,
2007.  This account primarily consists of foreign currency
transaction gains and losses related to working capital loans that
the company granted to its foreign subsidiaries.  

At June 30, 2008, the company's consolidated balance sheet showed
$16,165,000 in total assets and $5,426,000 in total liabilities,
and $10,739,000 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?30d4

                       Going Concern Doubt

Oculus Innovative Sciences Inc. incurred a net loss of $5,199,000
for the three months ended June 30, 2008.  At June 30, 2008, the
company's accumulated deficit amounted to $96,025,000.  During the
three months ended June 30, 2008, net cash used in operating
activities amounted to $6,768,000.  The company expects to
continue incurring losses for the foreseeable future and must
raise additional capital to pursue its product development
initiatives, to begin its pivotal trials, to penetrate markets for
the sale of its products and to continue as a going concern.  
These matters raise substantial doubt about the company's ability
to continue as a going concern.

                     About Oculus Innovative

Based in Petaluma, California, Oculus Innovative Sciences Inc.
(Nasdaq: OCLS) -- http://www.oculusis.com/-- is a   
biopharmaceutical company that develops, manufactures and markets
a family of products based upon the Microcyn(R) Technology
platform, which is intended to help prevent and treat infections
in chronic and acute wounds.  The Microcyn Technology platform is
a biocompatible, shelf-stable solution containing active
oxychlorine compounds that is currently commercialized outside the
United States (Europe, India and Mexico) for the treatment of
infected wounds.  

In addition to the company's existing and under-development
therapeutic products, Oculus also develops, manufactures and
markets a number of 510k devices and products for both
professional and consumer.  Oculus' principal operations are in
Petaluma, California, and it conducts operations in Europe, Latin
America and Japan.


OCWEN FINANCIAL: Moody's Affirms Preferred Shelf Rating at (P)Caa2
------------------------------------------------------------------
Moody's Investors Service confirmed Ocwen Financial Corporation's
senior unsecured shelf rating at (P)B2, junior subordinate shelf
rating at (P)Caa1 and Preferred shelf rating at (P)Caa2.  Ocwen
Capital Trust I was confirmed at Caa1.  The outlook for all
ratings is negative.  This concludes a rating review with
direction uncertain that was initiated on Jan. 15, 2008.

The rating had been placed on review with direction uncertain
based on a potential sale of the company to an investor group led
by Ocwen's current chairman and CEO.  Although this proposed
transaction was terminated on March 31, 2008, the company
announced it was contemplating other strategic alternatives.  At
this time the company has not completed any strategic initiatives
that impact its core subprime residential mortgage servicing
operations.

The negative outlook reflects Ocwen's mono-line nature, uncertain
prospects in its core activity of subprime residential mortgage
servicing, secured funding model and mark-to-market exposure to
various assets.

Partially offsetting these negatives is the company's established
market position and performance as a subprime residential mortgage
servicer and demonstrated market access through recent servicing
advance facility extensions, albeit under more onerous terms.

The outlook could improve if Ocwen demonstrates an ability to
maintain and grow its servicing portfolio without straining
liquidity.  Additional upward pressure on the rating would result
from a lower percentage of secured debt, elimination of assets
that represent a mark-to-market exposure or diversification of
earnings.

The ratings could be downgraded if Ocwen's servicing portfolio
continues the trajectory of its decline, servicing portfolio
delinquencies increase or the company is unable to maintain
appropriate funding.

Outlook Actions:

  -- Issuer: Ocwen Capital Trust I

  -- Outlook, Changed To Negative From Rating Under Review

  -- Issuer: Ocwen Capital Trust II

  -- Outlook, Changed To Negative From Rating Under Review

  -- Issuer: Ocwen Financial Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: Ocwen Capital Trust I

  -- Preferred Stock Preferred Stock, Confirmed at Caa1

  -- Issuer: Ocwen Capital Trust II

  -- Preferred Stock Shelf, Confirmed at (P)Caa1

  -- Issuer: Ocwen Financial Corporation

  -- Multiple Seniority Shelf, Confirmed at (P)B2

Ocwen is based in West Palm Beach, Florida and reported assets of
$2.5 billion at June 30, 2008.


PALM INC: Moody's Trims CFR and PDR to B3; Outlook is Negative
--------------------------------------------------------------
Moody's downgraded Palm Inc.'s corporate family rating and
probability of default rating to B3 from B2 with a negative
ratings outlook.  Simultaneously, Moody's affirmed Palm's
speculative-grade liquidity rating of SGL-2.  This concludes the
review for possible downgrade that was initiated in March 2008
following the company's weaker than expected third quarter fiscal
2008 results.  The rating downgrade to B3 reflects Moody's
expectation of continued weakness in Palm's operating performance
and negative cash flow generation over the near term.  Moody's
notes that Palm's CFR could have been downgraded further absent
the company's high levels of domestically-held cash balance, which
could support the company's expected negative free cash flow.

Palm has exhibited weaker than expected financial performance
across both smartphone and handheld device product segments over
the last several quarters, due to increased competition in the
smartphone market resulting in year-over-year market share loss,
revenue declines, negative cash flows, and operating losses.
Moody's believes that Palm is in a transformational phase and
while it has had success with its entry-level Centro smartphone,
we believe that the company's credit metrics have deteriorated
significantly and any additional operational missteps, product
delays, or greater than expected decline in its liquidity position
could prompt further ratings downgrade.

Palm's B3 CFR reflects the company's: i) weaker than expected
financial performance over the last several quarters with
declining revenues, negative EBITDA, and negative cash flow
generation, with expectations of continued weakness over the near
to intermediate term; ii) its relatively small market share in the
highly competitive smartphone market with increased competition
from larger better capitalized players; iii) narrow product
portfolio; and iv) execution risk from the pending launch of
various smartphones on multiple platforms including the
development of its next-generation Palm operating system, given
that the company has had some challenges in the past with new
product introductions, and getting timely carrier certifications.

In Moody's opinion, there is also uncertainty surrounding Palm's
ability to reverse the negative operating performance trend,
deliver competitive product offerings, return to profitability,
and generate positive free cash flow over the near to intermediate
term.

The negative outlook reflects Moody's expectation that Palm will
continue to be challenged over the near term to materially improve
its operating performance and cash flow generation prospects
amidst intensifying competition from existing players and new
entrants in the highly competitive smartphone market.  However,
Palm's good liquidity position should enable the company to
continue to invest in R&D and higher sales and marketing ahead of
new product developments and rollouts.

The rating is supported by i) good traction with the company's
entry-level Centro smartphone offset by declines in its higher
margin Treo products; ii) the company's history of developing user
friendly products with a loyal customer base; iii) good demand
dynamics in the high-growth mobile smartphone market; and iv) good
liquidity position with high levels of balance sheet cash and
investments.

The affirmation of Palm's SGL-2 speculative grade liquidity rating
recognizes the company's high-level of balance sheet cash and
short-term investments of roughly $259 million and full
availability under the company's $30 million bank revolving credit
facility as of May 31st, 2008, offset by expectations of negative
free cash flow generation.  Moody's notes that Palm's SGL-2 rating
could be downgraded should the negative free cash flow exceed our
expectations and/or cash usage exceeds Moody's expectations.

Ratings downgraded include:

  -- Corporate Family Rating to B3 from B2

  -- Probability of Default Rating to B3 from B2

  -- $30 million senior secured revolving facility to B3 (LGD-3,
     44%) from B2 (LGD-3, 43%)

  -- $400 million senior secured term loan to B3 (LGD-3, 44%) from
     B2 (LGD-3, 43%)

Ratings affirmed include:

  -- Speculative grade liquidity rating of SGL-2

The ratings outlook is negative.

Headquartered in Sunnyvale, California, Palm Inc. is a provider of
handheld computing and wireless communications solutions.  Palm's
revenues and adjusted EBITDA for last twelve months ended May 31,
2008, were $1.3 billion and approximately negative $29 million,
respectively.


PAPPAS TELECASTING: Agrees to Let Trustee Manage Daily Operations
-----------------------------------------------------------------
Pappas Telecasting Incorporated disclosed that certain of its
direct and indirect affiliates and its lenders have mutually
agreed to the appointment of a chapter 11 trustee to oversee the
Debtors' operations, financial affairs and sale process.  

As reported in the Troubled Company Reporter on May 28, 2008,
Fortress Credit Corp., as administrative agent to the lenders
under a credit agreement with Pappas Telecasting and its debtor-
affiliates, asked the United States Bankruptcy Court for the
District of Delaware to immediately appoint a Chapter 11 trustee
in the Debtors' bankruptcy cases.

This action became necessary when negotiations broke down between
Pappas Telecasting and its lenders.  The chapter 11 trustee will
oversee those Debtor entities obligated under the credit agreement
with the Fortress Credit Corp.-led group of lenders, but will not
be involved with the remaining Pappas Telecasting and Pappas Radio
affiliates.

The day-to-day business operations of the Debtor's television
stations will not be affected by the appointment of the chapter 11
trustee.  Pappas Telecasting anticipates that existing management
at the stations will remain in place and employees, vendors and
other creditors will continue to be paid as they have been in the
ordinary course from the inception of the bankruptcy cases.  

"The appointment of a Trustee is in the best interests of our
stations, the viewers they serve, our advertisers, our employees,
our creditors and our equity holders," Harry J. Pappas, chairman
and chief executive officer of Pappas Telecasting Companies, said.

The sale process of the Debtor's stations will continue to move
forward and Pappas Telecasting anticipates that the sale process
will be completed in the coming months.

The Debtor related that due to the performance of the Debtors'
employees, many of the group's television stations' ratings and
revenues have remained strong and growing.  Pappas Telecasting
remains committed to and capable of broadcasting its popular
programs, newscasts and serving its viewers and advertisers.

The Debtor also disclosed that the Court has issued an interim
approval to access the cash collateral of its lenders.

                    About Pappas Telecasting

Fresno, California-based Pappas Telecasting Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and       
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  Administar Services Group
LLC is the Debtors' notice and claims agent.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.

Harry J. Pappas, the CEO and chairman of Pappas Telecasting and
its debtor-affiliates, was the subject of a petition for Chapter 7
liquidation filed by creditors before the U.S. Bankruptcy Court
for the District of Delaware.  Mr. Pappas' wife Stella was also
subject of the involuntary petition.  The petitioning creditors
are Fortress Credit Opportunites I LP, Fortress Credit
Opportunites II LP, Ableco Finance LLC and Silver Oak Capital.  
John H. Knight, Esq., at Richards Layton & Finger, represents the
Fortress Creditors.  Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, represents Ableco and Silver Oak.

According to Bloomberg, the Debtors listed assets with a book
value of $460 million and debt of $537 million, including inter-
corporate debt.


PHARMANET DEVELOPMENT: Moody's Lowers Liquidity Rating to SGL-4
---------------------------------------------------------------
Moody's Investors Service lowered the Speculative Grade Liquidity
rating of PharmaNet Development Group Inc. to SGL-4 from SGL-3.
PharmaNet's long-term ratings, including the B3 Corporate Family
Rating and stable outlook, are unaffected.

The change in the SGL rating reflects the assumption that
PharmaNet's $144 million 2.25% Convertible Senior notes could
represent a potential cash obligation within the next twelve
months.  The notes are putable at the holder's option in one year
on Aug. 15, 2009.  Moody's believes that the company would not
have sufficient liquidity to satisfy this potential obligation
with internal sources of cash and currently committed sources of
external financing.  It is Moody's understanding that the company
is actively exploring options to refinance or otherwise address
the convertible notes.  However, Speculative Grade Liquidity
ratings assume no market access.

On July 17, 2008, the company obtained an amendment to its credit
agreement, restoring access to its $45 million revolver.  The
credit facility has a maturity date of Dec. 22, 2009, however if
the convertible notes are not refinanced on or before Feb. 1,
2009, the revolver becomes due and is terminated on February 15,
2009.  Further, the financial covenants tighten significantly
beginning March 31, 2009.  Moody's believes that if the company is
not able to refinance at least a portion of the convertible notes
with non-debt instruments, then the company may have difficulty
remaining in compliance with the financial covenants after March
31, 2009.

If the company is not able to refinance its convertible notes
within two quarters, there could be downward pressure on the long-
term ratings.

Ratings Revised:

  -- Speculative Grade Liquidity Rating, to SGL-4 from SGL-3

PharmaNet, based in Princeton, New Jersey, is a leading North
American Contract Research Organization firm that provides Phase I
through Phase IV clinical development services, bio-analytical
laboratory services, and specialized drug development services to
pharmaceutical, biotechnology and generic pharmaceutical
companies.  PharmaNet generated direct revenues of approximately
$376 million for the twelve month period ended June 30, 2008.


PHARMOS CORP: Posts $2,667,558 Net Loss in 2008 Second Quarter
--------------------------------------------------------------
Pharmos Corp. reported a net loss of $2,667,558 for the three
months ended June 30, 2008, compared with a net loss of
$4,637,403 in the same period last year.

The company did not generate any revenues in both period.

Total operating expenses for the second quarter of 2008 decreased
by $2,263,257 or 46%, from $4,877,224 in 2007 to $2,613,967 in
2008.

Research & development gross expenses decreased by $1,519,038 or
41% from $3,667,030 in 2007 to $2,147,992 in 2008, related to the
company's primary focus of cash resources on the Dextofisopam
Phase 2b trial and the downsizing and curtailment of general
research and development programs.  

The company recorded research and development grants from the
Office of the Chief Scientist of Israel's Ministry of Industry and
Trade of $18,199 and $194,308 during the second quarter of 2008
and 2007, respectively, which reduced research and development
expenses.  The decline in research and development grants directly
related to the decrease in the underlying eligible activity for
the grants as the company focused more research funds on the US
based Phase 2b clinical trial for Dextofisopam.  

Total research and development expenses, net of grants, decreased
by $1,342,929 or 39%, from $3,472,722 in 2007 to $2,129,793 in
2008.

General and administrative expenses for the second quarter of 2008
decreased by $883,370, or 66%, from $1,337,435 in 2007 to
$454,065.  

Depreciation and amortization expenses decreased by $36,958 or
55%, from $67,067 in 2007 to $30,109 in 2008.

Other income (expense) net, decreased by $293,412 from $239,821 in
other income in 2007 to $53,591 in other expense in 2008.

                       Going Concern Doubt

The company was not profitable from 2002 through June 30, 2008.
The company had an accumulated deficit of $202,926,795 as of
June 30, 2008 and expects to continue to incur losses going
forward. All of the above factors raise substantial doubt about
the company's ability to continue as a going concern.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$10,269,929 in total assets, $6,341,095 in total liabilities, and
$3,928,834 in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?30d1

                       About Pharmos Corp.

Headquartered in Iselin, N.J., Pharmos Corporation (Nasdaq: PARS)
-- http://www.pharmoscorp.com/-- is a biopharmaceutical company  
that discovers and develops novel therapeutics to treat a range of
diseases of the nervous system, including disorders of the brain-
gut axis, with a focus on pain/inflammation and autoimmune
disorders.  The company's lead product, dextofisopam, is being
studied in a Phase 2b clinical trial in patients with Irritable
Bowel Syndrome (IBS).


PIERRE FOODS: Wants Richards, Layton as Bankruptcy Co-Counsel
-------------------------------------------------------------
Pierre Foods Inc. and its debtor-affiliates ask permission from
the United States Bankruptcy Court for the District of Delaware to
employ Richards, Layton & Finger, P.A. as their bankruptcy co-
counsel.

The Firm is expected to advise the Debtors of their rights, powers
and duties as debtors and debtors-in-possession, protect and
preserve their estates and other legal services in connection to
their bankruptcy cases.

John H. Knight, Esq., a director at the Firm, told the Court that
it will bill the Debtors these hourly rates:

      Daniel J. DeFranceschi      $550 per hour
      Chun I. Jang                $300 per hour
      L. Katherine Good           $275 per hour
      Barbara J. Witters          $185 per hour

Mr. Knight assured the Court that the firm does not represent any
interest adverse to the Debtors' estates.

Headquartered in Cincinnati, Ohio, Pierre Foods Inc. --
http://www.pierrefoods.com-- manufactures and sells ready-to-cook   
and pre-cook products.  The company and and 13 of its affiliates
filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del.
Lead Case No.08-11469).  Paul Noble Heath, Esq., at Richards,
Layton & Finger P.A., represents the Debtors in their restucturing
efforts.  The Debtors selected Kurtzman Carson Consultants LLC as
their claims agent.  When the Debtors filed for protection against
their creditors, they listed estimated assets between $500 million
and $1 billion, and estimated debts between $100 million and $500
million.


PNM RESOURCES: Strikes Deal with Lenders to Explore Sale of Unit
----------------------------------------------------------------
PNM Resources, Inc., has entered into a Consent Agreement on
August 11, 2008, to be effective August 11, 2008, with First
Choice Power, L.P., the lenders party to PNMR's credt agreements,
and Bank of America, N.A., as Administrative Agent for the
lenders.  The PNMR Consent Agreement provides the consent of the
Required Lenders to the sale of the natural gas operations of
PNMR's wholly owned subsidiary, Public Service Company of New
Mexico, and the agreement that the sale will not create a Default
or Event of Default under certain negative covenants contained in
the PNMR Credit Agreement.

PNMR has paid consent fees in the aggregate amount of
approximately $835,000.

Public Service Company of New Mexico has entered into a Consent
Agreement on August 11, 2008, to be effective August 12, 2008,
with the lenders party to PNM's credit agreement, and Wachovia
Bank, National Association, as Administrative Agent for the
lenders. The PNM Consent Agreement provides the consent of the
Required Lenders to the sale of PNM's natural gas operations and
the agreement that the sale will not create a Default or Event of
Default under certain negative covenants contained in the PNM
Credit Agreement.  PNM has paid consent fees in the aggregate
amount of approximately $560,000.

PNM also has entered into a First Amendment to a Term Loan
Agreement, on August 7, 2008, to be effective August 7, 2008, with
the lenders party to the Term Loan and certain other parties.  The
First Amendment to Term Loan, among other items, adds definitions
of "Consolidated EBITDA" and "Consolidated Interest Expense,"
includes a financial covenant requirement for the ratio of
Consolidated EBITDA to Consolidated Interest Expense and revises
the required ratio of Consolidated Indebtedness to Consolidated
Capitalization.

PNM also has entered into a First Amendment to a Reimbursement
Agreement, on August 7, 2008, to be effective August 7, 2008, with
the lenders party thereto and Deutsche Bank AG New York Branch as
Administrative Agent. The First Amendment to Reimbursement
Agreement, among other items, amends the definition of
"Consolidated EBITDA."

On August 15, 2005, PNMR executed an amended and restated $600
million unsecured credit agreement, which has subsequently been
amended by a First Amendment to Credit Agreement dated as of
November 3, 2006, and a Second Amendment to Credit Agreement dated
as of December 20, 2006.  Other parties to the PNMR Credit
Agreement include First Choice Power, L.P., the lenders parties,
Bank of America, N.A. as Administrative Agent, and Wachovia Bank,
National Association as Syndication Agent.

On August 17, 2005, Public Service Company of New Mexico entered
into a new $400 million unsecured credit agreement.  Other parties
to the PNM Credit Agreement include the lenders parties, Wachovia
Bank, National Association as Administrative Agent, and Union Bank
of California, N.A. as Syndication Agent.

On May 5, 2008, PNM entered into a $300 million unsecured delayed
draw term loan facility.  Other parties to the PNM Term Loan
Agreement include the lenders parties, Merrill Lynch Capital
Corporation as Administrative Agent, and Morgan Stanley Senior
Funding, Inc. and Wachovia Bank, National Association as Co-
syndication Agents.

On May 8, 2008, PNM entered into a $100 million unsecured letter
of credit facility pursuant to a reimbursement agreement.  Other
parties to the PNM Reimbursement Agreement include Deutsche Bank
AG New York Branch, as Administrative Agent, Lender and Letter of
Credit Issuer, Royal Bank of Canada, as Lender and RBC Capital
Markets as Syndication Agent.


PNM Resources, Inc.'s wholly owned subsidiary, Public Service
Company of New Mexico, serves about 487,000 electricity customers
and about 490,000 natural gas customers in about 100 communities
statewide and also sells electricity on the wholesale market.  The
company, New Mexico's largest electricity and natural gas
provider, is based in Albuquerque and has offices in more than 20
cities.  PNM was founded in 1917 as the Albuquerque Gas and
Electric Co.


PNM RESOURCES: S&P Hails Decision to Sell FCP, Cut Dividend
-----------------------------------------------------------
Standard & Poor's Ratings Services said PNM Resources' (BB-
/Stable/B-2) recent announcement that "strategic alternatives" are
being pursued for First Choice Power could lead to improved credit
quality by reducing the company's business risk and cash flow
volatility. Problems at FCP in the first and second quarters have
highlighted the risks inherent in that business and contributed to
the deterioration of PNM's credit profile. Management's focus on
restoring financial health and focusing on core business is
affirmed by this latest decision. The announcement of a 46%
dividend reduction may also help credit quality but is largely
offset by lower anticipated cash flows. These developments will
not affect the company's ratings and outlook until greater clarity
on the strategic steps on FCP is known.


RACERS 2006-18-C: S&P Cuts Rating to 'B' on Long Beach Downgrade
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the $75
million credit-linked certificates from Restructured Asset
Certificates w/Enhanced Returns (RACERS) Series 2006-18-C
(ABX_A_06_1_i) to 'B' from 'BB'.

The downgrade reflects the July 23, 2008, lowering of the rating
on the referenced obligations, the class M-5 asset-backed
certificates due Aug. 25, 2035, issued by Long Beach Mortgage Loan
Trust 2005-WL2.

RACERS 2006-18-C (ABX_A_06_1_i) is a credit-linked transaction,
the rating on which is based on the lower of (i) the rating on the
underlying securities, the certificates issued by RACERS Series
2006-15-A Trust ('AAA') and (ii) the lowest rating on the
obligations referenced under the credit default swap trade ('B').


RADIOSHACK CORP: S&P Affirms 'BB' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Forth
Worth, Texas-based RadioShack Corp. to stable from negative. At
the same time, S&P affirmed our ratings on the company, including
the 'BB' corporate credit and senior unsecured ratings.

"The outlook revision comes in spite of the company issuing $300
million of senior convertible notes," said Standard & Poor's
credit analyst Charles Pinson-Rose, "and reflects our belief that
the company can maintain appropriate credit metrics and financial
flexibility for the rating category."  This is based on better
sales trends, including the recently completed second quarter
(ended June 30, 2008) in which comparable-store sales were up 6.9%
and overall sales increased 6.1%.


RANCHO MANANA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rancho Manana Ventures, LLC
        5720 East Rancho Manana Blvd.
        Cave Creek, AZ 85331

Bankruptcy Case No.: 08-10441

Type of Business: The Debtor develops real estate.

Chapter 11 Petition Date: August 13, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: Thomas E. Littler, Esq.
                   (administrator@warnickelittler.com)
                  Warnicke & Littler, P.L.C.
                  1411 N. Third Street
                  Phoenix, AZ 85004
                  Tel: (602) 256-0400
                  Fax: (602) 256-0345
                  http://warnickelittler.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $10 million to $50 million

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

            http://bankrupt.com/misc/azb08-10441.pdf

                       
RONALD ALEX: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Ronald Marshall Alex
        424 Las Alturas Road
        Santa Barbara, CA 93103

Bankruptcy Case No.: 08-11943

Chapter 11 Petition Date: August 12, 2008

Court: Central District of California (Santa Barbara)

Judge: Hon. Robin Riblet

Debtors' Counsel: Franklyn S. Michaelson, Esq.
                  7 West Figueroa Street 2nd Floor
                  Santa Barbara, CA 93101-3191
                  Tel: (805) 965-1011
                  Email: kim@msmlaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of Ronald Marshall Alex's petition is available for free  
at http://bankrupt.com/misc/cacb08-11943.pdf


S & A RESTAURANTS: Wants to Extend Deadline to File Schedules
-------------------------------------------------------------
S & A Restaurant Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Texas to extend their
deadline to file their schedules and statements, through and
including August 18, 2008.

J. Michael Sutherland, Esq., at Carrington, Coleman, Sloman &
Blumenthal, L.L.P., tells the Court that because the exigencies
of the filings as well as the late engagement of the Debtors'
professionals, his firm is excluded from the preparation of the
Debtors' Schedules of Assets and Liabilities, Schedules of
Current Income and Expenditures, Schedules of Executory Contracts
and Unexpired Leases, and the Statement of Financial Affairs.

Thus, the Debtors have engaged and prepaid AlixPartners LLP to
prepare the Schedules and Statement of the Debtors while
Carrington Coleman will file them to the Court.  Mr. Sutherland
attests that the exigencies of the filings have caused the
Schedules and Statements to be unfiled along with the Debtors'
Chapter 7 petitions.

Rule 1007(b)(1)(c) of the Federal Rules of Bankruptcy Procedure
requires the Debtors to file schedules and statements during the
Petition Date or within 15 days.  However, Mr. Sutherland points
out that the large number of creditors, entities filing Chapter 7
petitions, and the array of  prepetition operations of certain of
the Debtors, AlixPartners has not had sufficient time to compile
and verify the accuracy of the data needed for the preparation
and filing of the Schedules and Statements.  He adds that
AlixPartners needs additional time to compile the information
relevant to the Schedules and Statements.

Moreover, after the commencement of the Debtors' Chapter 7 cases
petitions, all of the Debtors' officers resigned.  Add to that  
the suspension of the third party data servicing that once
provided data services to the Debtors. Taking into consideration
the impediments, AlixPartners estimates an additional five days
is needed to complete the preparation of the Schedules and
Statements.

Thus, the Debtors ask the Court to extend until August 18 the
deadline for each of them to file their Schedules and Statements.

                      About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,   
http://www.steakandalerestaurants.com,http://www.bennigans.com/   
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, represents the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed estimated assets of between $100,000,000 and
$500,000,000 and estimated debts of between $10,000,000 and
$50,000,000.

(Bennigan's and Steak & Ale Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SG RESOURCES: S&P Rates $100,000,000 Credit Facility 'BB'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue rating
and '2' recovery rating to natural gas storage project SG
Resources Mississippi LLC's (SGRM) $100 million senior secured
revolving credit facility due 2013, indicating bank facility
lenders could expect substantial (70%-90%) recovery in the event
of a payment default.

"At the same time, we raised our issue ratings on SGRM's $101.5
million revolving credit facility and $135 million senior secured
term loan B to 'BB' from 'BB-'. In addition, we revised our
recovery ratings on these facilities to '2' from '3'. The outlook
is stable," S&P says.

:The rating action follows our annual review of SGRM's gas storage
project, which has completed the first two phases of construction
on time and within budget and began commercial operations on May
1, 2008. The upgrade reflects our view that continuing
construction risks have moderated at the project and are at least
partially mitigated by the incremental cash flow generated from
the capacity that has been brought into service.

"SGRM will use the proceeds from the $100 million revolver to
finance phase III construction at the project. We find the $112.1
million phase III construction budget conservative in its cost
estimates and time line. We also view construction risk for the
latest expansion as significantly lower than the construction risk
when the initial rating was assigned."


SIMMONS CO: S&P Puts 'B' Rating on Watch Negative
-------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Simmons Co. and subsidiary Simmons Bedding Co., including the 'B'
corporate credit rating, on CreditWatch with negative
implications. The CreditWatch placement means that S&P could lower
or affirm the ratings following the completion of its review. As
of June 30, 2008, Simmons, including debt at its holding company,
had close to $1.3 billion in debt.

"The CreditWatch listing reflects Simmons Bedding's very tight
covenant cushion for the coming quarter ended Sept. 30, 2008,"
said Standard & Poor's credit analyst Rick Joy. "We are also
concerned that the cushion will remain tight as operating
performance is unlikely to meaningfully improve in the near term,
given the current weak economic environment and our expectation
that demand for bedding in North America will remain constrained,"
he continued.

Although Simmons Bedding was in compliance with its maximum senior
leverage ratio of 4.5x and minimum cash interest coverage ratio of
2.75x as of June 28, 2008, management is concerned that it may
violate these covenants by the end of the current quarter. In
addition, the company drew the remaining $41.7 million on its $75
million revolving credit facility subsequent to the close of its
second quarter ended June 28, 2008.

Standard & Poor's analysis will focus on Simmons' ability to
obtain attain a bank amendment, if needed, or obtain an equity
cure from its shareholders to improve its covenant cushion.


SOLUTIA INC: To Raise $290MM in Equity Offering to Pay Down Debt
----------------------------------------------------------------
Solutia Inc. announced the pricing of an underwritten public
offering of 22,307,692 shares of its common stock at a price of
$13 per share for gross proceeds of approximately $290 million.  
All of the approximately $277 million of net proceeds from the
offering will be used to partially repay Solutia's $400 million
15.50% bridge credit facility.

Solutia intends to fully repay the bridge credit facility prior to
the end of February 2009 at which time the loans could be
converted by the lenders into notes that mature in February 2015.  
The company said the transaction was expected to close by August
14, 2008, and the closing is subject to customary conditions.

The joint underwriters for the offering are Deutsche Bank
Securities Inc. and Jefferies & Company, Inc. A shelf registration
on Form S-3 relating to these securities was filed with the
Securities and Exchange Commission and became effective on July
25, 2008. A copy of the prospectus supplement and base prospectus
relating to the offering may be obtained, when available, from
Deutsche Bank Securities Inc., 100 Plaza One, Floor 2, Jersey
City, New Jersey 07311-3901, by telephone at 1-800-503-4611, or by
email at prospectusrequest@list.db.com.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,       
manufactures and sells chemical-based materials, which are used in
consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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


SOLUTIA INC: S&P Says Ratings Unchanged on Equity Offering
----------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Solutia
Inc. (B+/Stable/--) will not change as a result of the company's
recent announcement of a public offering of common shares.

"The company plans to use the approximately $277 million of
estimated net proceeds to partially repay a $400 million unsecured
bridge credit facility, which we rate 'B' with a recovery rating
of '5'.  The company also announced it intends to fully repay the
bridge facility prior to the end of the February 2009. The bridge
loans, which automatically extend to 2015, can be converted in
February 2009 by the lenders into notes that mature in February
2015. Total adjusted debt, pro forma for the equity issue and $277
million of estimated debt paydown, was approximately $1.98 billion
at June 30, 2008. We adjust debt to include the present value of
capitalized operating leases, tax-adjusted unfunded postretirement
employee benefits, and environmental reserves," S&P says.

"We view the lower amount of debt on the company's balance sheet
as a positive development for credit quality. Still, pro forma for
the equity infusion and debt paydown, the key credit metric of
funds from operations to total debt will remain near our
expectation of 15% for the rating, for fiscal 2008. Although
recovery prospects on the bridge credit facility also improve,
they remain modest -- within the 10% to 30% range.

"We expect to review our ratings on Solutia if the company's
recently announced plan to explore strategic options results for
its Nylon 6.6 business results in a sell-off. If that happens we
will weigh the loss in earnings and cash flow as a result of a
potential sale against a potential decline in debt. In addition,
we will also consider management's commitment to maintaining or
improving credit quality."


STEPHEN HEFFEREN: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Stephen J. Hefferen
        110 East Maryland Ave.
        Somers Point, NJ 08244

Bankruptcy Case No.: 08-25395

Chapter 11 Petition Date: August 14, 2008

Court: District of New Jersey (Camden)

Debtor's Counsel: Douglas S. Stanger, Esq.
                     Email: doug.stanger@flastergreenberg.com
                  Flaster/Greenberg
                  646 Ocean Heights Ave.
                  Linwood, NJ 08221
                  Tel: (609) 645-1881
                  Fax: (609) 645-9932
                  http://www.flastergreenberg.com/

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

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

A copy of the Debtor's petition is available for free at
http://bankrupt.com/misc/njb08-25395


TALECRIS BIOTHERAPEUTICS: Moody's Reviews Caa1 CF and PD Ratings
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Talecris
Biotherapeutics Inc. (Corporate Family Rating at Caa1 and PDR of
Caa1) under review for possible upgrade based primarily on the
signing of a new plasma supply agreement with CSL, one of
Talecris's largest third-party suppliers.

This contract was signed concurrently with the execution of a
merger agreement with CSL, under which CSL will acquire Talecris
for $3.1 billion.

Even if the merger is not completed, Moody's anticipates that the
signing of a separate plasma supply agreement with CSL through
2013 should help stabilize plasma levels and could have positive
effects over the near term.  Although Talecris has been investing
in ramping-up internal plasma collection capabilities, the pending
termination of the CSL contract provided significant risk.

Moody's review will consider the extent to which the new CSL
contract will affect: (1) upcoming cash needs including inventory
levels; (2) the timing and amount of capital investments for
internal plasma capabilities; and (3) covenant compliance levels.

Ratings placed under review for possible upgrade:

Talecris Biotherapeutics Inc.

  -- Caa1 Corporate Family Rating

  -- Caa1, LGD3, 45% First lien term loan

  -- Caa2, LGD5, 80% Second lien term loan

  -- Caa1 PDR

If the merger does occur as planned, Moody's expects to ultimately
withdraw Talecris's existing debt ratings.  Moody's believes that
a change of control would be considered an event of default under
the current bank agreements, which would require debt to be
repaid.  Moody's understands that this merger is subject to
certain regulatory approvals and if the approvals are not obtained
within one year, either party would have the right to terminate
the transaction.

Talecris Biotherapeutics Inc. is a leading global manufacturer of
plasma-derived, protein-based products for individuals suffering
from life-threatening diseases.  Talecris began operations on
April 1, 2005, when the US assets of Bayer AG's worldwide plasma
derived products business were acquired by financial sponsors,
Cerberus Capital Management and Ampersand Ventures.


TRIBUNE COMPANY: June 29 Balance Sheet Upside-Down by $6.2 Billion
------------------------------------------------------------------
Tribune Company disclosed Wednesday financial results for its
second quarter ended June 29, 2008.

At June 29, 2008, the company's consolidated balance sheet showed
$8.2 billion in total assets, $14.4 billion in total liabilities,
and $22.6 million in common shares held by ESOP, net of unearned
compensation, resulting in a $6.2 billion stockholders' deficit.

The company's consolidated balance sheet at June 29, 2008, also
showed strained liquidity with $1.3 billion in total current
assets available to pay $2.8 billion in total current liabilities.

Tribune reported a net loss of $4.5 billion for the second quarter
ended June 29, 2008, compared with net income of $36.3 million in
the same period last year.

Second quarter 2008 loss from continuing operations was
$3.8 billion compared with income from continuing operations of
$35.3 million in the second quarter of 2007.  The 2008 loss from
continuing operations was due to after-tax non-cash charges of
$3.8 billion to write down the company's publishing goodwill and
newspaper masthead intangible assets, nearly all of which resulted
from the company's Times Mirror acquisition in 2000.

Tribune also reported a loss from discontinued operations of
$704.7 million in the second quarter of 2008 compared with income
from discontinued operations of $1.0 million in the second quarter
of 2007.  The 2008 loss from discontinued operations was primarily
related to the disposition of a controlling interest in the
company's Newsday operations.

Operating cash flow from continuing operations decreased 2 percent
to $221.0 million in the second quarter of 2008 from
$226.0 million in the second quarter of 2007 and included the
following items:

  -- A charge of $15.0 million for severance and special   
     termination benefits in the 2008 quarter, compared with a
     charge for severance of $27 million in the 2007 quarter.

  -- A charge of $5.0 million for stock-based compensation related
     to the company's new management equity incentive plan in the
     2008 quarter, compared to a charge of $8.0 million for stock-
     based compensation expense in the 2007 quarter.

  -- A gain of $23.0 million in the 2008 quarter related to the
     sale of real estate.

  -- A charge of $24.0 million in the 2007 quarter for the write-
     off of Los Angeles Times plant equipment related to the
     previously closed San Fernando Valley facility.

"Our publishing results are, for the most part, in line with
industry trends, which remain consistent with what we reported in
the first quarter," commented Sam Zell, chairman and chief
executive officer of Tribune Company.  "Most importantly we have
repaid an additional $807.0 million of borrowings under the
Tranche X Facility from the net proceeds of our asset-backed
commercial paper program and from the Newsday transaction.  These
payments satisfy the December 2008 portion of the Tranche X
Facility, and leave us with a remaining principal balance of
$593.0 million due in June 2009."

"Since the beginning of the year, we have launched dozens of
programs and products that have the potential to make a meaningful
impact on our future, and we have made significant progress in
aligning our expenses with the realities of an industry in
recession.  We remain optimistic and are confident in the strength
of our brands and the talent within our company."

Tribune's 2008 second quarter operating revenues decreased 6
percent, or $67.0 million, to $1.1 billion.  Consolidated cash
operating expenses were down 6 percent, or $61.0 million.  In the
second quarter of 2008, cash operating expenses included a gain of
$23.0 million related to the sale of real estate, a charge of
$15.0 million for severance and special termination benefits, a
charge of $5.0 million for stock-based compensation related to the
company's new management equity incentive plan and a charge of
$11.0 million for expense related to the Tribune Employee Stock
Ownership Plan.  

Cash operating expenses in the second quarter of 2007 included a
charge of $24.0 million for the write-off of Los Angeles Times
plant equipment, a charge for severance of $27.0 million and a
charge of $8.0 million for stock-based compensation expense.  

Operating profit before the 2008 write-downs of intangible assets
was $168.0 million in 2008, down 4 percent from $175.0 million in
2007.

Publishing's second quarter operating revenues were
$701.0 million, down 11 percent, or $83.0 million, from 2007.  

Broadcasting and entertainment's second quarter operating revenues
increased 4 percent to $409.0 million, up from $393.0 million in
2007.  

                 Write-Downs of Intangible Assets

Due to the continuing decline in newspaper advertising revenues in
2008, the company performed an impairment review of goodwill
attributable to its newspaper reporting unit and newspaper
masthead intangible assets in the second quarter of 2008.  As a
result of the impairment review, the company recorded non-cash
pretax impairment charges totaling $3.8 billion to write down its
newspaper reporting unit goodwill by $3.0 billion and four
newspaper mastheads by a total of $836.0 million.  These non-cash
impairment charges do not affect the company's operating cash flow
or its compliance with its financial debt covenants.

                          Equity Results

Net equity income was $18.0 million in the second quarter of 2008,
compared with $29.0 million in the second quarter of 2007.  The
decrease was primarily due to a $13.0 million impairment write-
down at one of the company's interactive investments, partially
offset by improvements at TV Food Network and Comcast SportsNet
Chicago.

                       Non-Operating Items

In the second quarter of 2008, Tribune recorded a pretax non-
operating gain of $36.0 million from marking-to-market the
company's PHONES debt and the related Time Warner investment.  
This gain was partially offset by a $10.0 million write-down of
the company's investment in ShopLocal, LLC, which was sold on
June 30, 2008.  The write-down reduced the carrying value of the
investment to the amount of net proceeds received from the sale.  
In the aggregate, non-operating items in the 2008 second quarter
resulted in a pretax and after-tax gain of $26.0 million.

In the 2007 second quarter, Tribune recorded a pretax non-
operating loss of $30.0 million, which included a $27.0 million
loss from marking-to-market the company's PHONES and the related
Time Warner investment.  In the aggregate, non-operating items in
the 2007 second quarter resulted in an after-tax loss of
$21.0 million.

                   Additional Financial Details

Corporate cash operating expenses for the 2008 second quarter
decreased to $10.0 million from $14.0 million in the second
quarter of 2007 primarily due to a $3.0 million decrease in
severance and equity compensation expense.

Interest expense related to continuing operations increased to
$211.0 million in the 2008 second quarter from $112.0 million in
the second quarter of 2007 primarily due to higher debt levels,
partially offset by lower interest rates.  The company allocated
interest expense of $8.4 million and $3.4 million in the second
quarters of 2008 and 2007, respectively, to discontinued
operations.  Debt was $12.5 billion at the end of the 2008 second
quarter and $9.3 billion at the end of the 2007 second quarter.  
The increase was primarily due to financing the going-private
transaction completed in the fourth quarter of 2007.  Cash and
cash equivalents was $161.0 million at the end of the 2008 second
quarter and $262.0 million at the end of the 2007 second quarter.  
Capital expenditures, excluding the TMCT real estate purchase,
were $21.0 million in the second quarter of 2008.

On July 1, 2008, the company and Tribune Receivables LLC, a
wholly-owned subsidiary of the company, entered into a
$300.0 million trade receivables securitization facility.  The
company borrowed $225.0 million under this facility and incurred
transaction costs totaling $7.0 million.

On July 3, 2008, the company used the net proceeds of
$218.0 million from the trade receivables securitization facility
to repay borrowings under its Tranche X Facility and on Aug. 1,
2008, the company used net cash proceeds of $589.0 million from
the Newsday transaction to repay borrowings under its Tranche X
Facility.

                     Discontinued Operations

In May 2008, the company announced an agreement with a subsidiary
of Cablevision Systems Corporation to form a new limited liability
company to own and operate the company's Newsday Media Group
business.  The company closed on this transaction on July 29,
2008, and recorded a pretax loss of $692.0 million in the second
quarter of 2008 to write down the net assets of NMG to estimated
fair value.  At the closing, the company received a special
distribution from the limited liability company of $612.0 million
in cash and $18.0 million in prepaid rent under leases for certain
NMG facilities retained by the company.  Tribune owns
approximately 3 percent of the equity in Newsday LLC.  The results
of operations for NMG are reported as discontinued operations.

In February 2007, the company announced an agreement to sell the
New York edition of Hoy, the company's Spanish-language daily
newspaper ("Hoy, New York").  The sale of Hoy, New York closed in
May 2007.  In March 2007, the company announced an agreement to
sell its Southern Connecticut Newspapers—The Advocate (Stamford)
and Greenwich Time (collectively SCNI).  The sale of SCNI closed
in November 2007, and excluded the SCNI real estate in Stamford
and Greenwich, Connecticut, which was sold in a separate
transaction on April 22, 2008.  During the third quarter of 2007,
the company entered into negotiations to sell the stock of one of
its subsidiaries, EZ Buy and EZ Sell Recycler Corporation
("Recycler").  The sale of Recycler closed in October 2007. The
results of operations for all of these business units are reported
as discontinued operations.

                     Real Estate Transactions

On January 30, 2008, the company sold the real estate and related
assets of its studio production lot located in Hollywood,
California for $125.0 million.  On April 22, 2008, the company
sold the SCNI real estate in Stamford and Greenwich, Connecticut,
for $30.0 million.  The net proceeds from these transactions,
along with available cash, were used to purchase the real estate
formerly leased from TMCT, LLC for $175.0 million on April 28,
2008.  These transactions were structured as a like-kind exchange,
which allowed the company to defer income taxes on essentially all
of the gains from these dispositions.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 29, 2008, are available for
free at http://researcharchives.com/t/s?30cb

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating      
businesses in publishing, interactive and broadcasting.  In
publishing, Tribune's leading daily newspapers include the Los
Angeles Times, Chicago Tribune, The Sun (Baltimore), South Florida
Sun-Sentinel, Orlando Sentinel, Hartford Courant, Morning Call and
Daily Press.  The company's broadcasting group operates 23
television stations, WGN America on national cable, Chicago's WGN-
AM and the Chicago Cubs baseball team.  

                          *     *     *

As reported in the Troubled Company Reporter on July 24, 2008,
Moody's Investors Service downgraded Tribune Company's Corporate
Family rating to Caa2 from B3, the Probability of Default rating
to Caa2 from B3,  concluding the review for downgrade initiated on
April 21, 2008.  Moody's also assigned an SGL-4 speculative-grade
liquidity rating.  The LGD point estimates were updated to reflect
the current mix of debt.  


UNO RESTAURANT: Withholding $7.5MM Payment to Negotiate Relief
--------------------------------------------------------------
The Associated Press' Lauren Shepherd says Uno Restaurant Holdings
Corp., has the money to pay the $7.5 million interest payment due
Friday but is availing itself of a 30-day grace period, according
to Louie Psallidas, its chief financial officer.

"We have a productive active dialogue going on with our
bondholders," Mr. Psallidas said in an interview, AP relates.  Mr.
Psallidas, according to the report, added that if a
recapitalization can not be hammered out within the grace period,
Uno will make the interest payment.

The interest payment is on Uno's $141 million in senior secured
notes.

Various reports last week raised concerns that Uno might default.

According to the AP, Mr. Psallidas explained the original
agreement for the notes in 2005 included a clause allowing a 30-
day grace period for the payment -- a clause he said was standard
in such a document.

Until the 30 days are up, the company is not in default, the CFO
emphasized, AP relates.

               About  Uno Restaurant Holdings Corp.

Based in Boston, Massachussetts, Uno Restaurant Holdings Corp. --
http://www.unos.com/-- operates and franchises more than 200 Uno  
Chicago Grill restaurants in about 30 states and three other
countries.  Known for their deep-dish, Chicago-style pizza, the
casual-dining spots also serve pasta, seafood, and sandwiches.
About 120 locations are company-owned; the rest are franchised.
Through subsidiary Uno Foods, the company also sells branded food
products to airlines, hotels, supermarkets, and theaters.  Uno
employs more than 5,500 people at company-owned sites and
thousands more at its franchised restaurants.  It was acquired in
a leveraged-buyout in January 2005 by the private-equity fund
Centre Partners and members of management.

As reported by the Troubled Company Reporter on August 14, 2008,
The Wall Street Journal reported that Uno Restaurant will defer
bond interest payments due August 15 as it negotiates with six
bondholders for a waiver or an amendment.

Moody's Investors Service has downgraded the corporate family
rating of Uno Restaurant to Ca from Caa2, and its senior secured
notes rating to Ca (LGD4, 58%) from Caa2 (LGD4, 61%).  At the same
time, the Probability of Default rating was lowered to Ca from
Caa2.  The outlook remains negative.

Standard & Poor's Ratings Services has lowered its ratings to 'CC'
from 'CCC'. The outlook remains negative.


UNUM GROUP: S&P Hikes Rating on 3 Pass-Through Transactions to BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five Unum
Group-related pass-through transactions.

The upgrades reflect the July 17, 2008, raising of the senior
unsecured debt rating and the issuer credit rating on Unum Group
and its subsidiaries (BBB-/Stable/NR). The rating actions also
reflect the raising of the rating on the capital securities issued
by Provident Financing Trust I, guaranteed by Unum Group, to 'BB'.

CorTS Trust For Provident Financing Trust I, CorTS Trust II For
Provident Financing Trust I, and CorTS Trust III For Provident
Financing Trust I are pass-through transactions, the ratings on
which are based on the rating on the underlying securities, the
7.405% capital securities due March 15, 2038, issued by Provident
Financing Trust I and guaranteed by Unum Group.

CorTS Trust For Unum Notes and PreferredPLUS Trust Series UPC-1
are also pass-through transactions, the ratings on which are based
on the rating on the underlying securities, the 6.75% notes due
Dec. 15, 2028, issued by Unum Group ('BBB-').

RATINGS RAISED

CorTS Trust For Provident Financing Trust I
$52 million corporate-backed trust securities certificates
              Rating
Class      To      From
Certs      BB      B+

CorTS Trust II For Provident Financing Trust I
$87 million corporate-backed trust securities certificates
             Rating
Class      To      From
Certs      BB      B+

CorTS Trust III For Provident Financing Trust I
$26 million corporate-backed trust securities certificates
             Rating
Class      To      From
Certs      BB      B+

CorTS Trust For Unum Notes
$25 million corporate-backed securities certificates
              Rating
Class      To      From
Certs      BBB-    BB+

PreferredPLUS Trust Series UPC-1
$32 million trust series certificates series UPC-1
             Rating
Class      To     From
Certs      BBB-   BB+


VERTIS HOLDINGS: Secures $650MM Exit Financing from GECC, BofA
--------------------------------------------------------------
Prior to their bankruptcy filing, Vertis Holdings, Inc., and its
debtor-affiliates received a series of commitments from lenders to
provide them with financing in connection with their emergence
from Chapter 11.  Among those lenders are General Electric
Capital Corporation and Bank of America, N.A.

                   Exit Facility for Vertis

The Debtors' proposed exit facility comprises a revolving credit
facility and a term loan facility, aggregating $650,000,000:

  Exit Facility                          Loan Amount
  -------------               ---------------------------------
  Revolving Credit            Up to $250,000,000, comprised of:  
  Facility with General
  Electric Capital            * A senior secured last-in
  Corporation, among            first-out revolving credit
  other lenders                 tranche of $225,000,000

                              * A senior secured first-in
                                last-out fully funded tranche
                                of $25,000,000

                                The Bank of America, N.A., has
                                agreed to commit $35,000,000 as
                                part of the LIFO tranche.  

                                Avenue Investments LP agreed to
                                acquire, fund and hold by way
                                of a participation, the entire
                                $25,000,000 FILO Tranche of the
                                Revolving Credit Facility should
                                GE Capital elect to have Avenue
                                fund and hold it.

  Exit Term Loan              Up to $400,000,000, allocated as:

                              * a first out Term Loan B tranche,
                                aggregate $250,000,000, to be
                                provided by Morgan Stanley
                                Senior Funding, among other
                                lenders; and

                              * a last out Term Loan C Tranche,
                                aggregating $150,000,000, to be
                                provided by Avenue Investments.

The Debtors intend to use proceeds of the Exit Financing:

     (i) to repay in full in cash all amounts owing under the DIP
         Credit Facility;

    (ii) to pay related fees and expenses incurred;

   (iii) to fulfill obligations under the Vertis Debtors'
         Prepackaged Plan of Reorganization; and

    (iv) for working capital and general corporate purposes.

                      Pre-Closing Obligations

With respect to the proposed exit financing, the Revolver and
Term Exit Lenders entered into separate commitment letters and
fee letters with the Debtors dated July 8, 2008.

Under the Revolver Commitment Letters, the Debtors agreed to pay
upon demand to the Revolver Exit Lenders all reasonable fees and
expenses those lenders will incur or incurred by in connection
with the transactions contemplated by the Letters.

Additionally, the Debtors agree to indemnify the Revolver
Exit Lenders from and against liabilities incurred with respect
to the Revolver Commitment Letters, the Revolver Fee Letter and
the Exit Financing.

The Debtors have also agreed to pay Morgan Stanley and Avenue
Investment the fees and expenses, and fulfill the obligations set
forth, under the Exit Term Commitment Letters.  Among other
things, the Vertis Debtors agree to pay Morgan Stanley $250,000 to
be applied against certain transaction expenses prior to the
closing of the Exit Term Facility.  At Morgan Stanley's request,
prior to the closing of the Exit Financing, the Debtors have
agreed to increase from time to time the Documentation Deposit to
maintain an unused balance of at least $50,000.

The Exit Agents and Lenders seek that the Fee Letters be treated
as confidential information, according to the Debtors' proposed
local counsel, Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., in Wilmington Delaware.  Parties to the Avenue
Commitment Letter also seek that the specific terms pertaining to
the payable fees to Avenue Investments be redacted from the actual
copy of the Commitment Letter.

Accordingly, the Debtors ask the Court for permission to:

  (a) perform pre-closing obligations and undertakings under
      their Exit Facility Documentation, and pay related
      reimbursable fees and expenses and provide
      indemnification; and

  (b) treat certain information as confidential pursuant to
      Section 107(b) of the Bankruptcy Code and Rule 9018 of the
      Federal Rules of Bankruptcy Procedure.

The Debtors inform the Court that they intend to provide a copy of
the Fee Letters and the unredacted copies of the Commitment
Letters to the Court, any statutory committee appointed in the
Vertis Debtors' Reorganization Cases and the U.S. Trustee, but
will not file the Fee Letter with the Court.  

Likewise, the Vertis Debtors seek that parties receiving a copy
of the Fee Letters and the unredacted copies of the Commitment
Letters not disclose any of their contents to third parties.

Mr. Collins asserts that the Commitment Letters were negotiated
in good faith and the terms of the Letters are the most favorable
among the exit financing proposals.  He adds that the amounts
requested as fees and expenses are reasonable.

Moreover, the Debtors estimate the maximum exposure for fees and
expenses under the Commitment Letters is relatively modest in
comparison to the size of the Exit Facility.

A copy of the Exit Term Loan Commitment Letter is available for
free at:

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

A copy of the Exit Revolver Facility Commitment Letter is
available for free at:

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

                     About Vertis Holdings Inc.

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

The company and its six affiliates filed for Chapter 11 protection
on July 15, 2008 (Bank.D.Del. Case No. 08-11460).  Gary T.
Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal &
Manges LLP represent as the Debtors lead counsels and Mark D.
Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton
& Finger, P.A. represent as their Delaware local counsels.  When
the Debtors filed for protection from their creditors they listed
estimated assets between $500 million and $1 billion, and
estimated debts of more than $1 billion.


VERTIS HOLDINGS: Taps Alvarez & Marsal as Restructuring Advisors
----------------------------------------------------------------
Vertis Holdings, Inc., and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware the authority to
employ Alvarez & Marsal North America LLC, as their restructuring
advisors.

A&M has supported and assisted the Debtors, prior to the
bankruptcy filing, in the management of their liquidity resources,
contingency planning efforts and obtainment of their debtor-in-
possession financing facility, pursuant to an engagement letter
dated March 11, 2008, Vertis Secretary John V. Howard, Jr., tells
the Court.

As restructuring advisors, A&M is expected to provide assistance
to the Debtors with respect to the management of prepackaged
restructuring process, including the development of ongoing
supplemental business and financial analyses and supporting
negotiations among the Debtors, their advisors and creditors with
respect to their Chapter 11 cases, Mr. Howard adds.

Specifically, A&M will:

  (a) assist the Vertis Debtors in the preparation of financial-
      related disclosures, as will be required by the Court,
      including schedules of assets and liabilities, statements
      of financial affairs and monthly operating reports;

  (b) assist the Vertis Debtors with information and analyses
      required pursuant to their DIP financing;

  (c) assist with the identification and implementation of
      short-term cash management procedures;

  (d) assist with the identification of executory contracts and
      leases and performance of cost and benefit evaluations
      with respect to their assumption and rejection;

  (e) assist the Vertis Debtors' management team and counsel  
      focus on the coordination of resources with respect to
      their ongoing reorganization efforts;

  (f) assist in the preparation of financial distribution to
      creditors and other parties-in-interest, including, but
      not limited to, cash flow projections and budgets; cash
      receipts and disbursement analysis; analysis of various
      asset and liability accounts; and analysis of proposed
      transactions for which the Court's approval is sought;

  (g) attend meetings and assist in discussions with potential
      investors, banks and other secured lenders, any official
      committees appointed, the U.S. Trustee, and other
      professionals and parties-in-interest;

  (i) analyze creditor claims by type, entity and individual
      claim, including assistance with the development of
      databases, as necessary, to track the claims; and

  (j) render other general business consulting or other
      assistance as the Vertis Debtors' management or counsel
      may deem appropriate, provided that they do not duplicate
      the services provided by other professionals in the Vertis
      Debtors' Chapter 11 cases.

A&M will be paid based on these hourly rates:

       Managing Directors              $600 - $750
       Directors/Senior Directors      $400 - $600
       Associates/Senior Associates    $200 - $400
       Administration/Analysts          $85 - $200

A&M will also seek reimbursement for reasonable and necessary
out-of-pocket expenses it incurred or will incur for the Debtors'
benefit.

In connection with the preparation for the Debtors' Chapter 11
petition, A&M received various retainers.  The unapplied residual
retainer, totaling approximately $175,000, will (i) constitute a
general retainer for postpetition services, (ii) not be segregated
by A&M in a separate account, and (iii) be held until the end of
the Vertis Debtors' cases and applied to A&M's Court-approved
fees.

The Debtors do not owe any amounts to A&M with respect to
prepetition fees and expenses, Mr. Howard notes.

According to Mr. Howard, A&M has advised the Debtors that
it will take every effort to avoid duplication of its services
with Lazard Freres & Co, LLC, the Debtors' proposed financial
advisors.

With respect to the possible disputes that may arise in the
course of A&M's engagement with the Debtors, the parties
agree that:

  -- any claim with respect to the Debtors' A&M Employment
     Application or A&M's services will be brought before the
     Bankruptcy Court or the U.S. District Court for the District
     of Delaware if reference is withdrawn; and

  -- they will submit first to non-binding arbitration in
     accordance with certain dispute resolution procedures.

Jeffrey J. Stegenga, a managing director at A&M, assures the
Court that his firm has no connection with the Vertis Debtors,
their creditors and other parties-in-interest; and does does not
hold any interest adverse to the Vertis Debtors' estates.  A&M is
a "disinterested person" as that term is defined under Section
101(14) of the Bankruptcy Code, he maintains.

                     About Vertis Holdings Inc.

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

The company and its six affiliates filed for Chapter 11 protection
on July 15, 2008 (Bank.D.Del. Case No. 08-11460).  Gary T.
Holtzer, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, represent as the Debtors as lead counsel; and Mark D.
Collins, Esq., and Michael Joseph Merchant, Esq., at Richards
Layton & Finger, P.A., represent as their Delaware local counsels.  
When the Debtors filed for protection from their creditors they
listed estimated assets between $500 million and $1 billion, and
estimated debts of more than $1 billion.


VIRGIN MOBILE: June 30 Balance Sheet Upside-Down by $400 Million
----------------------------------------------------------------
Virgin Mobile USA, Inc. reported its financial and operational
results for the three and six months ended June 30, 2008.  At
June 30, 2008, the company's balance sheet showed total assets of
$255.1 million and total liabilities of $656.1 million, resulting
in a $400.9 million stockholders' deficit.

The company reported a net income of $3.5 million over $317.4
million total operating revenue for the three months ended June
30, 2008, compared to a net income of $7.1 million over $327.5
million total operating revenue for the same period last year.

"Our efforts in the first half of the year position Virgin Mobile
to rapidly improve our growth trends," Dan Schulman, Chief
Executive Officer, Virgin Mobile USA, said.  "The operational
improvements we have put into place are beginning to pay off.  
While net revenues declined year over year due to general economic
conditions and their resultant impact on consumer budgets, the
benefits of our low fixed-cost model are reflected in our strong
profitability and record free cash flow of $29.2 million.

"The success of our newly introduced voice and data plans has
driven substantial increases in higher ARPU gross customer
additions in the second quarter. The recent launch of our 'Totally
Unlimited' calling plan for $79.99 provides our customers with one
of the most compelling offers on the market and is quickly
becoming a clear differentiator for Virgin Mobile USA.  Sales of
the new unlimited plan are exceeding our expectations, and at
current usage levels, they are among our most profitable.  We
believe these factors will result in an improvement to ARPU trends
going forward and reinforce our confidence in our 2008 estimates."

"The acquisition of Helio offers an excellent opportunity to
expand our addressable market into postpaid and significantly
increase the value we can provide our customers through new data
services and feature-rich handsets," Mr. Schulman continued.  "The
additional liquidity and improved capital structure anticipated
from the deal will benefit our business financially and
strategically, and we are looking forward to the closing of the
transaction in the third quarter."

                  About Virgin Mobile USA Inc.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of    
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

                            *     *     *

As reported in the Troubled Company Reporter on July 2, 2008,
Standard & Poor's Ratings Services said its credit ratings and
outlook on Warren, New Jersey-based wireless services provider
Virgin Mobile USA Inc. (B-/Stable/--) remain unchanged following
the announcement that the company is acquiring Helio, a wireless
joint venture between SK Telecom (A/Stable/--) and EarthLink Inc.


WACHOVIA CORP: Struggles with More Woes, To Layoff 6,950 Employees
------------------------------------------------------------------
The Wall Street Journal reported that Wachovia Corp. is facing an
even larger trouble as the bank lowered its second-quarter results
to account for a possible legal settlement, disclosed plans to
eliminate 600 more jobs and reported headaches relating to its
2006 purchase of mortgage lender Golden West Financial Corp. and a
municipal securities bid-rigging investigation.

The reports that Wachovia is in active discussions with state and
federal investigators on a settlement of auction-rate-securities
claims coincided with a regulatory filing detailing a $500 million
pretax increase to legal reserves, WSJ indicated.  Wachovia, WSJ
said, will push its second-quarter net loss, originally disclosed
on July 22, to $9.11 billion from $8.86 billion.

The company doesn't expect the potential settlement with the
Missouri secretary of state to have a material affect on capital
or liquidity, WSJ pointed out.  WSJ, citing the company, stated
that its Tier 1 capital ratio -- a key measure of financial
soundness -- will drop by approximately three basis points. [A
basis point is a hundredth of a percentage point.]  The ratio was
8% at June 30, above the regulatory minimum of 6%, WSJ added.

Wachovia also said it now plans to lay off 6,950 people, up from
6,350 set last month, WSJ added.

The additional staff reductions, according to East Bay Business
Times, are part of the company's efforts to reduce its expenses.

East Bay Business Times, quoting a company spokeswoman, said that
the 600 affected positions are mortgage-related.

Wachovia's $25 billion purchase of Golden West at the height of
the housing boom exposed it to large mortgage losses, the Journal
adds.  The company, WSJ stated, now believes total losses for
Golden West's payment option loan portfolio could eventually reach
12%, up from previous forecasts.

In a regulatory filing on Aug. 11, 2008, the company stated that
seven purported class actions have been filed against Wachovia,
its board of directors and certain senior officers in the U.S.
District Court for the Southern District of New York on behalf of
Wachovia employees who held shares of Wachovia common stock in
their Wachovia Savings Plan accounts.

The plaintiffs allege breach of fiduciary duty under ERISA, among
other things, claiming that the defendants should not have
permitted Wachovia common stock to remain an investment option in
the Savings Plan because alleged misleading disclosures relating
to the Golden West mortgage portfolio, exposure to CDOs and other
problem loans, and other alleged misstatements made its stock a
risky and imprudent investment for employee retirement accounts.
     
In addition, several purported shareholders have submitted notices
that they may initiate, and one purported shareholder has filed a
complaint, Estate of Joseph Romain v. Wachovia Corporation, et
al., in the U.S. District Court for the Southern District of New
York initiating, shareholder derivative claims alleging breaches
of fiduciary duty against Wachovia's board of directors and
various senior officers arising out of various alleged failures of
controls relating to its disclosures regarding the Golden West
mortgage portfolio, CDOs, and other alleged control issues
involving anti-money laundering, bank owned life insurance,
auction rate securities, municipal derivatives bid practices and
the previously disclosed settlement with the OCC in the Payment
Processing Center matter.
      
The company stated that these matters are in a preliminary stage.
Wachovia intends to defend each the case.

Wachovia confirmed it is "under scrutiny on other fronts", WSJ
said.  WSJ, citing the SEC filing of the company, stated that it
has received subpoenas from various state lawyers on Wachovia's
municipal-bond bid practices and the staff of the Securities and
Exchange Commission is considering civil and administrative
proceedings on the matter.

                  About Wachovia Corporation

Based in Charlotte, North Carolina, Wachovia Corporation (NYSE:WB)
-- http://www.wachovia.com/-- is one of the nation's diversified       
financial services companies, with assets of $812.4 billion at
June 30, 2008.  

Wachovia provides a broad range of retail banking and brokerage,
asset and wealth management, and corporate and investment banking
products and services to customers through 3,300 retail financial
centers in 21 states from Connecticut to Florida and west to Texas
and California, and nationwide retail brokerage, mortgage lending
and auto finance businesses.  Clients are served in selected
corporate and institutional sectors and through more than 40
international offices.  Its retail brokerage operations under the
Wachovia Securities brand name manage more than $1.1 trillion in
client assets through 18,600 registered representatives in 1,500
offices nationwide.  Online banking is available at wachovia.com;
online brokerage products and services at wachoviasec.com; and
investment products and services at evergreeninvestments.com.

As reported in the Troubled Company Reporter on July 22, 2008,
reports say that a team of regulators from more than five states
investigated the St. Louis headquarters of Wachovia Corp.'s
securities division in relation to its auction-rate bonds sales,
reports say.  The regulators were from Missouri, Illinois,
Massachusetts, Pennsylvania, New Jersey and other states.

Missouri Secretary of State Robin Carnahan said in a statement the
investigation was prompted because Wachovia hasn't "fully
complied" with a Missouri probe on the matter.  Investors have
filed complaints after they were unable to access money frozen
when firms in the auction-rate bonds market abandoned their
operations in February.

The team delivered more than a dozen subpoenas to the unit's
executives and agents on July 17 as part of its probe into sales
practices, internal evaluations of the auction-rate securities
market and marketing strategies.  

Bloomberg News reports that up to $218 billion of auction-rate
bonds sold by student-loan providers, municipalities and closed-
end mutual funds remained frozen.


WACHOVIA BANK: Fitch Affirms Ratings on Stable Performance
----------------------------------------------------------
Fitch Ratings has affirmed Wachovia Bank Commercial Mortgage Trust
pass-through certificates, series 2007-ESH as:

  -- $600 million class A-1 at 'AAA';
  -- $121 million class A-2FL at 'AAA';
  -- $279 million class A-2FX at 'AAA'
  -- $800 million class A-3 at 'AAA';
  -- $250 million class A-4FL at 'AAA';
  -- $525 million class A-4FX at 'AAA';
  -- Interest only class X-A at 'AAA';
  -- Interest only class X-B at 'AAA';
  -- $125.4 million class B at 'AA+';
  -- $85.9 million class C-FL at 'AA'
  -- $92 million class C-FX at 'AA',
  -- $107.6 million class D at 'AA-';
  -- $114.2 million class E at 'A+;
  -- $124.5 million class F at 'A';
  -- $131 million class G at 'A-';
  -- $130.4 million class H at 'BBB+';
  -- $100 million class J at 'BBB';
  -- $214 million class K at 'BBB-';
  -- $200 million class L at 'BB+';
  -- $100 million class M at 'BB'.

The affirmations are the result of stable performance since
issuance.  Fitch reviewed updated trailing twelve months ended
April 2008 financial performance of the portfolio and performance
is stable from issuance.  As of the July 2008 distribution date,
the total trust balance has remained unchanged from issuance.  One
property was released from the portfolio in August of 2007, with
approximately $4.5 million paying down the mezzanine J balance,
not rated by Fitch, by approximately $4.5 million.

The certificates are collateralized by a single $4.1 billion
nonrecourse fixed and floating-rate loan secured by 664 owned
hotel properties, 17 leased hotels, one office building and one
vacant land parcel located in 44 states and two Canadian
provinces.  In addition, there is $3.3 billion of mezzanine debt
held outside the trust.

The sponsors, Lightstone Group and Arbor Realty Trust, are
completing the rebranding of the portfolio into three different
price points, including Extended Stay Deluxe, Extended Stay
America and Extended Stay Economy.  To increase occupancy by short
term leisure customers, the sponsors are implementing new
marketing initiatives, including an increased marketing budget and
developing relationships with third party internet reservation
channels.

For the TTM period ended April 2008, average occupancy, Average
Daily Rate and Revenue Per Available Room for the portfolio were
approximately 68.1%, $57.09 and $38.90, respectively, compared to
68.8%, $55.59 and $38.22, respectively, as of the TTM ending April
2007.


WARNER MUSIC: Fitch Affirms 'BB-' Issuer Default Ratings
--------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings and
outstanding debt ratings on Warner Music Group Corp. and its
subsidiaries:

Warner Music Group
  -- IDR 'BB-'.

WMG Acquisition Corp
  -- IDR 'BB-';
  -- Senior secured 'BB';
  -- Subordinated 'B+'.

WMG Holdings Corp
  -- IDR 'BB-';
  -- Senior unsecured 'B'.

The Rating Outlook is Stable.

The ratings are supported by WMG's strong market share, global
footprint, diversified and established content library and
relatively solid cash interest coverage ratios.  Credit concerns
include substantial challenges facing the recorded music industry
related to continued declines to its physical unit sales.  The
Stable Outlook is supported by WMG's adequate liquidity position,
scaleable cost structure related to physical music sales and WMG's
position as one of the top global music publishing businesses.

The music industry continues to deal with declining physical sales
that have not been fully replaced by digital sales in most
markets.  Year-to-date Aug. 3, 2008, album units including track-
equivalent album sales (giving 1/10th credit for digital singles)
have decreased 4.4% according to Nielsen SoundScan.  Fitch
believes these decreases are predominantly the result of continued
piracy and copying, proliferation of alternative entertainment
activities and products, and less shelf space from retailers.

Although digital tracks and digital albums continue to grow
substantially (year-to-date up 30% and 35%, respectively,
according to Nielsen) they are unable to offset physical sale
declines (down over 16%).  While Fitch is cautiously optimistic
regarding the continued roll-out of cellular music products
including over-the-air downloads, it expects the negative trend on
track-equivalent albums to continue over the intermediate term.  
Fitch also notes the establishment of a code of practice for
British Internet Service Providers on monitoring illicit file
sharing that was announced at the end of last month.

Specifically related to WMG, total revenue decreased 1% in the
most recent quarter on a constant-currency basis as U.S. physical
retailers continue to manage their physical inventory levels down.  
The conservative inventory management by U.S. physical retailers
is a concern for Fitch that is slightly offset by the trends in
track-equivalent album sales that have actually improved from the
prior year when they were down over 8%.  Fitch expects there to be
a lag between current U.S. retailer behavior and future behavior
by foreign physical retailers.  Digital revenue for WMG increased
39% from the prior year and 1% sequentially.

Digital revenue as a percent of total revenue increased to
approximately 20% for the most recent quarter versus approximately
15% for the year-ago quarter.  Importantly, Recorded Music margins
improved by over 200 basis points for the most recent quarter
after adjusting for last year's non-operational items.  While
margins on a quarter-by-quarter basis will continue to depend
somewhat on release schedules, international mix, and ancillary
initiatives, Fitch expects to continue to see general improvements
over time as digital makes up a greater portion of total revenue
and the company manages its cost structure in-line with such
transition.  WMG's year-to-date release schedule has been fairly
strong with five #1 albums and continued strong sales from some of
last years top releases.  The remainder of calendar year 2008
should benefit from expected releases by Metallica, T.I., Missy
Elliott, and Buckcherry.

Fitch continues to believe WMG's push into 360-degree
relationships is prudent.  As demonstrated over the last year, the
major labels will likely not pursue established artists in these
agreements as up-front royalty payments could be excessive.  
Instead, Fitch expects WMG and the other labels to continue to
push these agreements with new artists and that the recording
industry should have significant leverage regarding deal terms due
to the oligopoly structure of the industry combined with the
virtually limitless supply of aspiring musicians.  Given the
limited number of major recording companies, Fitch does not
believe there is additional risk related to A&R strategy in the
evolving landscape of label and artist relationships.

Other industry events that have occurred over the last year such
as established artists going independent and the ease of
distribution through the internet are not material concerns for
Fitch.  The departure of high-profile musicians from the labels
usually means they were successful and profitable while with the
label; moreover, established artists typically carry much lower
margins and less lucrative terms for the labels after their
initial recording contract expires.  

While Fitch acknowledges the ease of digital distribution for
aspiring artists, it believes the resultant fragmentation makes
the major labels' traditional marketing services more appealing,
as they have the global infrastructure in place to reach radio,
legitimate retail and video outlets in a high-quality way to a
targeted mass market.  Regardless of how an aspiring band or
artist was initially discovered, Fitch continues to believe their
top priority is to be signed by an established record label.

WMG's cash debt service ratio was over 3 times for the latest
twelve month period ended June 30, 2008 and continues to be
appropriate for the rating category and gives the company some
financial flexibility.  Including cash interest from the HoldCo
notes payable in 2010 brings the ratio to approximately 2.7x per
Fitch's calculations.

Fitch assesses WMG's liquidity position based on the operating
entity, WMG Acquisition Corp.  As such, liquidity is adequate and
comprises $240 million of cash and equivalents at June 30, 2008
and available credit revolver of $246 million ($250 million
revolver less $4 million outstanding letters of credit).  
Liquidity is also supported by ongoing free cash flow which Fitch
estimates will be in excess of $200 million annually now that WMG
has eliminated its common dividend.

WMG's bank debt contains strict covenants related to financial
metrics including a maximum net leverage covenant that decreases
from 4.25x at June 2008 to 3.5x in 2010.  For the twelve month
period ended June 30, 2008, Fitch estimates net leverage as
calculated by the covenants to be under 4x ratio.  Fitch does not
expect any issues with the company meeting these covenants as the
elimination of the dividend should allow for cash build up and
additional room under their net financial ratios.

The indenture related to WMG Acquisition Corp.'s subordinated
notes have a cross-acceleration feature with the bank debt and
contain less-restrictive covenants related to additional
indebtedness, which is governed by a 2x fixed charge coverage
ratio.  The indenture also has restrictions on dividends out of
WMG Acquisition Corp.  WMG Holdings Corp.'s indenture for the
unsecured notes provides fairly limited restrictions on additional
indebtedness, change of control and dividends, all mainly governed
by a 2x minimum fixed charge coverage.

WEATHER CHANNEL: Corporate Credit Ratings at 'B+', S&P Says
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Atlanta, Ga.-based Landmark Communications Inc.
(d/b/a The Weather Channel Companies). This entity does not
include the publishing, broadcasting, and telecommunications
businesses of the predecessor Landmark Communications. The rating
outlook is stable.

S&P also assigned a 'BB' issue-level rating (two notches higher
than the 'B+' corporate credit rating) to the company's $1,226
million senior secured credit facilities, with a recovery rating
of '1', indicating S&P's expectation of very high (90% to 100%)
recovery in the event of a payment default. The credit facilities
consist of a $150 million revolving credit facility due 2014 and a
$1,076 million term loan B due 2015.

"The 'B+' rating reflects the company's high debt leverage
following its pending leveraged buyout (LBO) by NBC Universal Inc.
and private equity sponsors Bain Capital Partners LLC and The
Blackstone Group LP, its narrow concentration on one business
niche, and limited growth potential because of its almost full
penetration of cable TV households," said Standard & Poor's credit
analyst Deborah Kinzer. "The company's leading position in 24-hour
localized weather reporting on TV and the Internet, its good
EBITDA margin aided by a low cost structure, strong cash flow
generating potential, and attractive cable network, Internet, and
mobile phone industry fundamentals partially offset these
factors."

"The Weather Channel Companies is the category leader in providing
weather information on TV and the Internet. The Weather Channel
cable network, which provides 24/7 weather content to viewers,
reaches more than 96 million cable and satellite TV households,
signifying close to full U.S. distribution. Healthy revenue growth
from advertising and affiliate fees, accompanied by low
programming and production costs, characterize the network. The
company's weather.com Web site, a top-15 Internet site by traffic,
is accessible by both computer and mobile phone. Ad revenue is the
principal driver of interactive financial performance. We view The
Weather Channel Companies as having a good franchise, but a
narrowly based business. Its ad revenue growth is subject to
general economic conditions, and growth of affiliate fees could be
muted, in part because of the company's full subscriber
penetration. Moreover, despite the Weather Channel's relatively
low current subscriber rates, a crowded field of other networks is
demanding higher fees for carriage, and cable systems are
resisting. We are also concerned about competition from local
broadcast second-digital weather channels. In addition, the
company may lose its strategic focus if it introduces a
significant amount of quasi-entertainment programming in an effort
to diversify its content," S&P says.

"Pro forma for the LBO, the company's lease-adjusted debt to
EBITDA was high at 7.1x as of March 31, 2008. In addition to the
term loan, the company will also have $610 million of sponsor-held
subordinated debt, which we do not rate. Pro forma lease-adjusted
EBITDA coverage of total interest was thin at 1.4x for the 12
months ended March 31, 2008," S&P adds.


WELLMAN INC: To Get $175MM Ch. 11 Exit Loan from Ableco Finance
---------------------------------------------------------------
Wellman, Inc., and its affiliates announced in a regulatory filing
with the Securities and Exchange Commission that they have
obtained a fully underwritten commitment for a four-year
$175,000,000 senior secured financing facility from Ableco
Finance LLC.

The loan consists of:

     (i) a term loan facility of up to $50,000,000; and
    (ii) a revolving credit facility of $125,000,000
         outstanding at any time, including a $40,000,000 sub-
         facility for the issuance of letters of credit.

The Debtors intend to use the loan to fund a portion of the
payments to be made under their Chapter 11 Joint Plan of
Reorganization as well as their general corporate needs including
working capital needs after consummation of the Plan.  They will
also use the loan to pay fees and expenses related to their
bankruptcy case and the financing contemplated by their agreement
with Ableco.

Keith Phillips, vice president and chief financial officer of
Wellman, said that in return for the loan, Ableco will be granted  
a first priority lien and security interest in all assets of the
Debtors.

Ableco's lien on the Debtors' property, plant and equipment
(PP&E), however, will only be junior to the lien securing the new
first lien note that would be issued pursuant to the Plan,
Mr. Phillips said.

The PP&E consist of machinery, equipment and real estate located
in the Debtors' plants in Mississippi, and in South Carolina.  
The first lien lenders assert interest in the PP&E on account of
the $185,000,000 they loaned to the Debtors under the First Lien
Credit Agreement.  Under the Plan, the first lien lenders will
receive a new first lien note with a present value equal to the
value of their interest in the PP&E.

Mr. Phillips disclosed that as of now, they see the need to  
renegotiate the terms for the exit financing in light of the
results of the hearing on the valuation of the PP&E.

Recently, the U.S. Bankruptcy Court for the Southern District of
New York determined that the value of the PP&E is $140,000,000,
which poses a problem since the exit financing requires that the
new first lien note should be less than $125,000,000.

"As a result of this decision, we will be required to renegotiate
the terms of this financing or agree on an acceptable capital
structure where the value of the note is less than $125,000,000,"
Mr. Phillips said.

"We are currently discussing various options with our lien
holders.  There is no assurance we will be able complete a plan
of reorganization," he further said.

The salient terms of the Exit Facility are:

     Borrowers:      Wellman, Inc., and its domestic
                     subsidiaries

     Lender:         Ableco Finance LLC

     Financing
     Facility:       $175,000,000 credit facility consisting of
                     (i) a revolving credit facility in the
                     amount of $125,000,000, and (ii) a term-loan
                     facility in an amount of $50,000,000.

                     The $125,000,000 revolving credit facility
                     will have a $40,000,000 subfacility for
                     issuance of letters of credit.

                     All obligations of the Borrowers under the
                     Financing Facility will be guaranteed by
                     each non-borrower domestic subsidiary and
                     secured by a first priority lien on, and
                     security interest in, all assets of the Loan
                     Parties, except that such lien on and
                     security interest in the collateral securing
                     the New First Lien Note will be junior in
                     priority to the lien thereon securing
                     obligations under the PP&E Term Loan
                     Facility.

     Closing Date:   Not later than October 15, 2008.

     Maturity Date:  Fourth anniversary of the Closing Date.

     Interest:       At Wellman's option, the Loans will bear
                     interest at a rate per annum equal to either
                     (i) a "reference rate" plus 3.75% or (ii)
                     the LIBOR plus 4.75%.

                     "Reference Rate" means the rate of interest
                     publicly announced from time to time by
                     JPMorgan Chase Bank in New York, New York as
                     its reference rate, base rate or prime rate,
                     provided that at no time will the Reference
                     Rate be less than 5.75%.

      Fees:          * $1,000,000 due and payable at the earlier
                       of the execution of the Commitment Letter
                       and approval of the Bankruptcy Court
                       thereof, or the Closing Date.

                     * a closing fee

                     * unused line fee of 0.50% on the daily
                       average unused portion of the Revolving
                       Credit Facility, payable monthly in
                       arrears.

                     * loan servicing fee of $31,250 per quarter

                     * letter of credit fees equal to the  
                       (i) a per annum rate equal to 3.75% and
                       (ii) the face amount of each undrawn and
                       unreimbursed letter of credit, earned in
                       full, non-refundable and payable in cash
                       monthly in arrears, plus the customary
                       issuance charges imposed by the letter of
                       credit issuing bank.

Ableco's Commitment Letter is available for free at:

             http://ResearchArchives.com/t/s?30e0

Cerberus Capital Management LP's affiliate Ableco previously bid
to arrange the Debtors debtor-in-possession financing that will
address the Debtors' liquidity needs while in Chapter 11.  The
Debtors, however, said the Ableco's loan was too expensive and
ultimately selected Deutsche Bank Securities' offer, which
contemplated a roll-up of $125,000,000 owed by Wellman under a
prepetition revolving credit facility.

The proceeds from the exit financing from Ableco will be used to
fund a portion of payments to be made under Wellman's Plan of
Reorganization, for general corporate needs after the
consummation of the Plan, and for fees and expenses under the
Exit Facility.

                        About Wellman

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and             
markets packaging and engineering resins used in food and
beverage packaging, apparel, home furnishings and
automobiles.  They manufacture resins and polyester staple fiber
a three major production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No.
08-10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP,
in New York City, represents the Debtors.  Lazard Freres & Co.,
LLC, acts as the Debtors' financial advisors and investment
bankers.  Conway, Del Genio, Gries & Co., LLC, was also retained
as the Debtors' chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  


WELLMAN INC: Lenders Want Chapter 11 Plan Confirmed by Sept. 26
---------------------------------------------------------------
Wellman Inc. and its debtor-affiliates, Deutsche Bank Securities,
Inc., and Deutsche Bank Trust Company Americas, amended the DIP
Credit Agreement to extend the deadline for obtaining the approval
by the U.S. Bankruptcy Court for the Southern District of New York
of the disclosure statement and confirmation of the Debtors'
Chapter 11 Joint Plan of Reorganization.

The Debtors have originally been required by their secured lenders
under the DIP Credit Agreement to have their disclosure statement
and Plan approved and confirmed by the Bankruptcy Court by August
4 and Sept. 15, 2008, respectively.  The Debtors would default on
their bankruptcy loan if they failed to obtain the approval of the
U.S. Bankruptcy Court for the Southern District of New York.

Under the amended DIP Credit Agreement, the Debtors are required
to follow this timetable:

   August 15        Obtain court approval of the disclosure
                    statement

   September 26     Obtain an order confirming the plan of
                    reorganization  

   October 6        Complete the plan of reorganization and
                    exit bankruptcy

                        About Wellman

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and             
markets packaging and engineering resins used in food and
beverage packaging, apparel, home furnishings and
automobiles.  They manufacture resins and polyester staple fiber
a three major production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No.
08-10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP,
in New York City, represents the Debtors.  Lazard Freres & Co.,
LLC, acts as the Debtors' financial advisors and investment
bankers.  Conway, Del Genio, Gries & Co., LLC, was also retained
as the Debtors' chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  


WESTMORELAND COAL: June 30 Balance Sheet Upside-Down by $192.3MM
----------------------------------------------------------------
Westmoreland Coal Company reported Monday its financial results
for the second quarter ended June 30, 2008.

At June 30, 2008, the company's consolidated balance sheet showed
$795.7 million in total assets and $988.0 million in total
liabilities, resulting in a $192.3 million stockholders' deficit.

Net loss was $17.9 million for the quarter ended June 30, 2008,
compared to a net loss of $10.9 million for the quarter ended
June 30, 2007.  Results were negatively impacted during second
quarter of 2008 by a $3.8 million loss on extinguishment of debt.
The second quarter of 2007 was negatively impacted by a
$2.3 million restructuring charge.

Other major differences between the second quarters of 2008 and
2007 were higher interest charges (net of interest income) in 2008
of $923,000 associated with the company's recent financing
activities, and a reduction in operating income in the coal
operations in 2008 of an estimated $1.7 million caused by a work
stoppage at the Absaloka Mine, an unscheduled customer outage and
higher fuel, depreciation and depletion costs at the company's  
mining operations.  Scheduled and unscheduled outages at the
Roanoke Valley (ROVA) power facility also negatively impacted the
second quarter of 2008.

Second quarter 2008 revenues decreased to $113.4 million compared
to second quarter 2007 revenues of $123.3 million, primarily
reflecting a $9.3 million, or 9.1%, decrease in coal revenues.

"In May of 2007, Westmoreland launched numerous restructuring
initiatives intended to support our strategic focus on our core
competency of coal," said Keith E. Alessi, Westmoreland's
executive chairman.  "This led to the divestiture of non-core
businesses, the purchase of our partner's ownership interest in
the Absaloka Mine, the signing of a long-term, cost plus contract
at our Jewett mine, streamlining of reporting functions and a
significant reduction of corporate headcount.  

"We completed the majority of these initiatives by the end of
2007, and then focused our attention on resolving our working
capital needs.  The refinancing of two of our subsidiaries, as
well as the sale of senior secured convertible notes at the parent
company level, have resulted in an improvement of working capital
of $85.9 million since year end 2007.  While this has put the
company on a much stronger financial footing, we will continue to
evaluate our long-term capital needs.  The fact that we were able
to complete these financing transactions in a very difficult
credit market speaks to the quality of our coal operation and
assets."

"Four of our five mining complexes met or exceeded operating
expectations in the second quarter of 2008.  The tonnage shortfall
at Absaloka negatively impacted its operating performance but we
are poised to make up the lost tonnage over the remainder of
2008," said D.L. Lobb, Westmoreland's president and chief executie
officer.  "We are seeing positive results from our sharpened focus
on cost reduction when customers have plant outages, or when
demand is impacted by hydro power generation, such as occurred
during the second quarter of 2008.  We will continue to focus on
the safety of our employees, productivity improvements at our
mining operations and wise investing of the liquidity we now have
at our subsidiaries."

                         Coal Operations

In the second quarter of 2008, coal sales decreased approximately
10% compared to the second quarter of 2007, to 6.3 million tons.
Second quarter 2008 coal revenues decreased to $92.5 million, a
9.1% decrease over the prior year period, attributable to an
unscheduled customer outage and the work stoppage at the company's  
Absaloka Mine.

Coal operations operating income was $400,000 in 2008 compared to
$2.1 million in 2007, due to the decrease in revenue combined with
increases in fuel costs, depreciation and depletion over the prior
year period.
                              Power

For second quarters of 2008 and 2007, ROVA produced 375,000 and
399,000 MW hours, respectively, and achieved average capacity
factors of 83.3% and 90.7%, respectively.

Power revenues in the second quarter of 2008 decreased to
$20.8 million, or a decrease of $600,000 from the second quarter
of 2007.  The decrease was driven by the decrease in MW sold which
resulted from unplanned outages during the period.  Power
operations operating income was $2.8 million in 2008 compared to
$3.0 million in 2007.

                          Heritage Costs

The heritage segment includes costs of benefits the company
provides to former employees of its previously owned U.S. coal
mining operations, which have been disposed of.  During the second
quarter of 2008, the company's heritage segment's costs increased
by $700,000 from the second quarter of 2007.  2008 black lung
heritage costs increased in the second quarter due to increases in
black lung claims and less investment income as a result of
reduced investments held by the trust.  

                            Corporate

Corporate selling and administrative expenses increased by
$1.1 million in the second quarter 2008 compared to the second
quarter of 2007.  This increase was primarily due to an increase
in professional fees driven by the company's financial statement
restatement and information technology cost increases, offset by
reduced costs resulting from the execution of the company's  
restructuring plan undertaken last year.

       Interest Expense and Loss on Extinguishment of Debt

Interest expense was $6.0 million for the second quarter of 2008
compared to $6.3 million in the second quarter of 2007.  The
decrease resulted from the reduction in the company's ROVA debt
levels following the refinancing of that debt offset by the
interest expense recognized for the beneficial conversion feature
of the senior secured notes issued by Westmoreland Coal Company.

Interest income was $941,000 in the second quarter of 2008
compared to $2.1 million in the second quarter of 2007.  Interest
income decreased because a large portion of the company's
restricted investments were used in the refinancing of its power
and mining debt.  The company also recorded a $3.8 million loss on
the extinguishment of debt associated with its mining debt
refinancing during the second quarter of 2008.
Cash Flow from Operations

                            Liquidity

In the first six months of 2008 the company took three significant
steps to improve liquidity:

First, on March 4, 2008, the company completed the sale of
$15.0 million in senior secured convertible notes to an existing
stockholder.  Secondly, on March 17, 2008, the company's
Westmoreland Partners subsidiary completed a refinancing of the
ROVA Power Project debt.  The refinancing paid off all outstanding
bank borrowings, bond borrowings, and the ROVA acquisition loan,
and eliminated the need for the irrevocable letters of credit,
which supported the bond borrowings.  Finally, on June 26, 2008,
the company's Westmoreland Mining subsidiary completed a
refinancing of its term and revolving debt.  The refinancing
extended the repayment schedule through 2018, with principal
payments starting in 2011.

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?30d9

                 About Westmoreland Coal Company

Headquartered in Colorado Springs, Colorado, Westmoreland Coal
Company (AMEX: WLB) -- http://www.westmoreland.com/-- is an   
independent coal company in the United States.  The company mines
coal, which is used to produce electric power, and the company
owns power-generating plants.  

The company's coal operations include coal mining in the Powder
River Basin in Montana and lignite mining operations in Montana,
North Dakota and Texas.  Its current power operations include
ownership and operation of the two-unit ROVA coal-fired power
plant in North Carolina.


WHOLE FOODS: FTC to Hold Full Admin. Hearings on Wild Oats Merger
-----------------------------------------------------------------
The U.S. Federal Trade Commission is planning to hold full
administrative hearings on the 2007 merger between Whole Foods
Market Inc. and Wild Oats Markets Inc., The Wall Street Journal
reported.

The commission's plans, according to WSJ, came two weeks after a
federal appeals court revived the FTC's antitrust challenge to the
$565 million transaction.

As reported in the Troubled Company Reporter on Aug. 1, 2008, the
United States Court of Appeals for the District of Columbia
Circuit held that Whole Foods' purchase of Wild Oats must be
re-examined to determine whether it violated antitrust rules and
would hurt consumers.

WSJ, citing an FTC spokesman, said that the commission did not
give the details on the remedy it is now seeking.

WSJ, citing Christopher MacAvoy, an antitrust attorney at Howrey
LLP, said the FTC and Whole Foods were both in a tough spot
because the merger has already taken place.  WSJ continued quoting
Mr. MacAvoy, even if the FTC eventually wins its legal challenge,
it may not be feasible for the commission to restore certain Wild
Oats stores as competitors to Whole Foods.

TCR said on Aug. 27, 2007, Whole Foods and Wild Oats were legally
cleared to proceed with their merger as the U.S. Court of Appeals
for the District of Columbia has denied the FTC's request for a
stay to preclude the closing of the merger pending the FTC's
appeal and has dissolved the Aug. 20, 2007, administrative
injunction, which had prevented the transaction from going forward
while the court considered the FTC's motion.

According to WSJ, the FTC's latest order required Whole Foods
lawyers to meet with the commission next week to set dates for
full hearings on the merger, which would take place in front of an
administrative law judge.

In a separate note, Whole Foods, Bizjournals said the company is
eliminating 11 positions in the regional office located at its
corporate headquarters in Austin.

The statement brings the total number of Austin jobs Whole Foods  
cut this week to 60, the reports added.  On August 13, the company
said it was eliminating 49 of the 650 people that report to its
corporate headquarters.

                    About Wild Oats Markets

Headquartered in Boulder, Colorado, Wild Oats Markets Inc. --
http://www.wildoats.com/-- is a natural and organic foods
retailer in North America with annual sales of approximately
$1.2 billion.  Wild Oats Markets was founded in Boulder, Colorado
in 1987.  Wild Oats Markets currently operates 110 stores in 24
states and British Columbia, Canada under four banners: Wild Oats
Marketplace (nationwide), Henry's Farmers Market (Southern
California), Sun Harvest (Texas), and Capers Community Market
(British Columbia).

                    About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market Inc. (NASDAQ:
WFMI) -- http://www.wholefoodsmarket.com/-- is a natural and   
organic foods supermarket.  Whole Foods Market employs more than
50,000 Team Members.

                          *     *     *

Moody's Investors Service placed Whole Foods Market Inc.'s long
term corporate family rating, probability of default rating; and
bank loan debt rating at 'Ba1' in February 2008.  The ratings
still hold to date with a stable outlook.


WMC MORTGAGE: S&P Affirms 'B' Rating on 2 Classes of Securities
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 12
classes from four transactions issued by WMC Mortgage Loan Trust
in 1997 and 1998.

The affirmations reflect sufficient credit enhancement for the
classes at their current rating levels. The remaining pool
balances, as a percentage of the original pool balance for each
deal, are as follows: 1.25% for series 1997-1, 1.40% for series
1998-1, 1.34% for series 1998-A, and 2.05% for series 1998-B.
Credit support for these transactions is provided by
overcollateralization, subordination, and excess spread.

The underlying collateral for the four transactions consists of
15- to 30-year, adjustable-rate, subprime mortgage loans that are
secured by first liens on one- to four-family residential
properties.

RATINGS AFFIRMED

WMC Mortgage Loan Trust 1997-1
Series 1997-1
Class      CUSIP         Rating
M-1        22540ABL1     AAA
M-2        22540ABM9     A
B          22540ABN7     B

WMC Mortgage Loan Trust 1998-1
Series 1998-1
Class      CUSIP         Rating
M-1        92928XAB9     AAA
M-2        92928XAC7     A
B          92928XAD5     B

WMC Mortgage Loan Trust 1998-A
Series 1998-A
Class      CUSIP         Rating
M-1        92928SAB0     AAA
B          92928SAD6     BBB

WMC Mortgage Loan Trust 1998-B
Series 1998-B
Class      CUSIP         Rating
A-2        92928SAF1     AAA
M-1        92928SAH7     AAA
M-2        92928SAJ3     A+
B          92928SAK0     BBB


* S&P Takes CreditWatch Actions on 120 European Synthetic CDOs
--------------------------------------------------------------
After running its month-end SROC (synthetic rated
overcollateralization) figures, Standard & Poor's Ratings Services
has taken CreditWatch actions on 120 European synthetic
collateralized debt obligation (CDO) tranches.

Specifically, ratings on:

   -- 72 tranches were placed on CreditWatch with negative
implications.

   -- 21 tranches were removed from CreditWatch with negative
implications and affirmed.

   -- 27 tranches were placed on CreditWatch with positive
implications.

Of the 72 tranches placed on CreditWatch negative:

   -- 59 reference U.S. residential mortgage-backed securities
(RMBS) and U.S. CDOs that are exposed to U.S. RMBS, which have
experienced recent negative rating actions.

   -- 13 have experienced corporate downgrades in their
portfolios.

A summary of the CreditWatch actions S&P has taken on European
synthetic CDO tranches in 2008:

                        CreditWatch Summary
  
          Watch Neg  Watch Pos  Key corporate
          (no. of    (no. of    downgrades*
          tranches)  tranches)
  
Jan-08    47          8         United Parcel Service Inc.
                                (AAA/Watch Neg to AA-/Stable)
                                Jan. 9, 2008
                                Quebecor World Inc.
                                (CCC/Watch Neg to D)
                                Jan. 16, 2008

Feb-08    39         11         GMAC LLC
                                (BB+/Negative to B+/Negative)
                                Feb. 22, 2008
                                Residential Capital, LLC
                                (BB+/Negative to B/Negative)
                                Feb. 22, 2008

Mar-08    89          3         FGIC Corp.
                                (BBB/Watch Neg to B/Negative)
                                March 28, 2008
                                FGIC UK Ltd.
                                (A/Watch Neg to BB/Negative)
                                March 28, 2008

Apr-08    89          2         Royal Caribbean Cruises Ltd.
                                (BBB-/Negative to BB+/Stable)
                                April 3, 2008
                                Residential Capital, LLC
                                (B/Negative to CCC+/Watch Neg)
                                April 24, 2008

May-08   131          0         Ryland Group Inc. (The)
                                (BBB-/Negative to BB+/Negative)
                                May 1, 2008
                                Countrywide Home Loans, Inc.
                                (BBB+/Watch Pos to BB+/Watch Dev)
                                May 2, 2008

Jun-08   139          0         Ambac Assurance Corp.
                                (AAA/Negative to AA/Watch Neg)
                                June 5, 2008
                                MBIA Inc.
                                (AA-/Negative to A-/Watch Neg)
                                June 5, 2008

Jul-08    59         27         Radian Asset Assurance Inc.
                                (AA/Watch Neg to A/Watch Neg)
                                June 16, 2008
                                Countrywide Home Loans Inc.
                                (BB+/Watch Dev to AA/Negative)
                                July 1, 2008

Aug-08    72         27         Residential Capital, LLC
                                (SD to CCC+/Negative)
                                July 15, 2008
                                Louisiana-Pacific Corp.
                                (BBB-/Negative to BB+/Watch Neg)
                                July 29, 2008

Those corporate names that have experienced a significant notch
downgrade or upgrade as well as being widely referenced within
European Synthetic CDOs.
  
The SROC levels for the ratings placed on CreditWatch negative
fell below 100% during the July month-end run. These SROC figures
will be published in the SROC report covering July 2008, which is
imminent. The Global SROC Report provides SROC and other
performance metrics on over 3,500 individual CDO tranches.
  
Following publication of the latest SROC report, a full review of
the affected tranches will take place, and the appropriate actions
will be published in S&P's August rating action media release. All
other tranches in the transactions listed are unaffected by these
rating actions.
  
RATINGS LIST
Class         To                  From                SROC (%)
  
AIG Financial Products Corp. and
Bayerische Hypo-und Vereinsbank AG
$33 million unfunded managed portfolio credit default swap
(Horizon V)

C             A/Watch Neg         A                   99.9486
D             BBB/Watch Neg       BBB                 99.7762
  
Aldersgate Finance Ltd.
EUR249.5 million floating-rate credit-linked notes

B             A-/Watch Neg        A-                  99.9921
E             BB+/Watch Neg       BB+                 99.8365
F             BB/Watch Neg        BB                  99.9991
  
Alexandria Capital PLC
GBP8.538 million secured fixed-rate credit-linked notes
series 2003-3 (Dawnay Day Quantum Bond 2008)

A             AA-/Watch Pos       AA-                101.8317
  
Argon Capital PLC
$10 million Gansevoort CDO limited recourse
secured floating-rate credit-linked class B notes series 36

B             A-/Watch Neg        A-                  99.7185
  
Argon Capital PLC
$10 million Gansevoort CDO limited recourse
secured floating-rate credit-linked class A notes series 37

A             AA+/Watch Neg       AA+                 99.4691
  
Argon Capital PLC
$51 million limited-recourse secured credit-linked
floating-rate notes series

60
              B/Watch Neg         B                   96.3097
  
Argon Capital PLC
EUR20 million limited recourse secured variable-rate
credit-linked notes series

87
              BBB/Watch Pos       BBB                102.5507
  
Bassi Co. Ltd.
EUR33 million floating-rate secured portfolio callable
credit-linked notes series 2

A             AA/Watch Neg        AA                  97.2447
  
Baker Street Finance Ltd.
EUR519.2 million floating-rate credit-linked notes

A-2           AA+/Watch Neg       AA+                 98.7549
B             A/Watch Neg         A                   98.6843
  
Brooklands ABS Euro Referenced Linked Notes 2002-2 Ltd.
EUR225 million floating- and fixed-rate notes

A1            AA+/Watch Neg       AA+                 99.4691
A2            A+/Watch Neg        A+                  99.2759
A3            BBB/Watch Neg       BBB                 99.5233
A4            BB/Watch Neg        BB                  99.3916
  
Cairngorm Ltd.
GBP87 million asset-backed floating-rate notes

B             A/Watch Pos         A                  149.2564
D             BB/Watch Pos        BB                 119.5699
C             BBB/Watch Pos       BBB                126.1743
  
Cerigo Capital Ltd.
EUR49 million and $1 million denominated secured
floating-rate credit-linked notes series 2007-1 (Dolomite)

A-e1          A+                  A+/Watch Neg       100.1582
  
Chiswell Street Finance Ltd.
EUR135.5 million floating-rate credit-linked notes

A Senior      AA-/Watch Pos       AA-                101.2828
A             A-/Watch Pos        A-/Watch Neg       100.7523
B             BBB-/Watch Pos      BBB-               101.0610
D             BB                  BB/Watch Neg       100.2626
E             B+/Watch Pos        B+                 100.4106
F             B/Watch Pos         B                  100.5387
  
Chrome Funding Ltd.
$33 million floating-rate variable spread credit-linked
floating-rate notes (Green Bay CDO I) series 23

I             CCC+/Watch Neg      CCC+                97.0741
  
Chrome Funding Ltd.
$28.5 million floating-rate variable spread credit-linked
floating-rate notes (Green Bay CDO I) series 24

II            CCC/Watch Neg       CCC                 98.3581
  
Claris IV Ltd.
EUR40 million Carmel Valley 2006-3 synthetic CDO of RMBS
variable-rate notes series 5

              BB-/Watch Neg       BB-                 97.7479
  
Claris IV Ltd.
EUR5 million Carmel Valley 2006-3 synthetic CDO of RMBS
variable-rate notes series 6

              B/Watch Neg         B                   97.9984
  
Claris IV Ltd.
$17.5 million Carmel Valley synthetic CDO of RMBS
variable-rate notes series 7

              B/Watch Neg         B                   97.9984
  
Claris IV Ltd.
$49 million Leibnitz 2006-1 synthetic CDO of RMBS
variable-rate notes series

9/2006
              CCC/Watch Neg       CCC                 99.4020
  
Claris Ltd.
EUR31.1 million Gascogne floating-rate credit-linked
notes series 30/2004

              A+                  A+/Watch Neg       100.2149
  
Claris Ltd.
EUR7.68 million Gascogne fixed-rate credit-linked
notes series 34/2004

              BBB                 BBB/Watch Neg      100.2522
  
Cloverie PLC
EUR5 million class C floating-rate portfolio credit-linked
notes series 2005-19 (Rotonda II)

              AA                  AA/Watch Neg       100.0752
  
Cloverie PLC
$80 million class B secured portfolio-linked
floating-rate notes series 2007-32

B             B+/Watch Neg        B+                  99.8048
  
Coriolanus Ltd.
EUR14.956 million floating-rate secured notes series 14

A             BBB+/Watch Pos      BBB+               101.0011
  
Coriolanus Ltd.
$25 million variable-rate secured notes series 44

A2            CCC+/Watch Neg      CCC+                98.2298
  
Coriolanus Ltd.
$5 million class B secured floating-rate notes series 69
B             BB+/Watch Neg       BB+                 95.5041
  
Corsair Finance (Ireland) No. 4 Ltd.
EUR25 million floating-rate secured portfolio
credit-linked notes series 7

              A+/Watch Neg        A+                  99.1718
  
Corsair Finance (Ireland) No. 6 Ltd.
EUR25 million floating-rate secured portfolio
credit-linked notes series 3

A             AA-/Watch Pos       AA-                101.0191
  
C.L.E.A.R. PLC
EUR45 million limited-recourse secured credit-linked
variable-rate notes series

31 (Aramis)
              BBB/Watch Neg       BBB                 97.5088
  
C.L.E.A.R. PLC
EUR20 million limited-recourse secured credit-linked
variable-rate notes series

33 (Aramis)
              BB+/Watch Neg       BB+                 98.4228
  
C.L.E.A.R. PLC
$50 million limited-recourse secured credit-linked
variable-rate notes series

37 (Aramis)
              CCC+/Watch Neg      CCC+                99.5235
  
C.L.E.A.R. PLC
$25 million limited-recourse secured credit-linked
variable-rate notes series

38 (Aramis)
              BBB-/Watch Neg      BBB-                97.6652
  
C.L.E.A.R. PLC
EUR20 million limited-recourse secured credit-linked
variable-rate notes series

39 (Aramis)
              BBB/Watch Neg       BBB                 98.0903
  
C.L.E.A.R. PLC
A$5 million limited-recourse secured credit-linked
variable-rate notes series

40 (Aramis)
              B/Watch Neg         B                   98.7540
  
Curzon Funding Ltd.
EUR60 million (equivalent) variable-coupon notes
series 2006-1

D             BBB/Watch Neg       BBB                 99.8420
  
Curzon Funding Ltd.
$60 million floating-rate note series 2006-3 (Horizon CDO VIII)

D             BBB/Watch Neg       BBB                 99.7208
  
Deutsche Bank AG
EUR13 million credit-linked notes (Zephyros)

A             BBB/Watch Pos       BBB                102.0929
  
Deutsche Bank AG and Deutsche Securities Inc.
$150 million floating-rate unfunded credit default
swap (Tsar 16 portfolio)

A-2           BBB-/Watch Neg      BBB-                97.8129
  
Eirles Four Ltd.
$9.6 million variable rate secured notes, series 61

              BB+/Watch Neg       BB+                 98.5726
  
Eirles Two Ltd.
$37.2 million variable rate secured notes series 143

              BB+/Watch Neg       BB+                 99.4002
  
Eirles Two Ltd.
$35.7 million variable rate secured notes series 144

              CCC/Watch Neg       CCC                 99.1412
  
Eirles Two Ltd.
EUR21 million variable-rate secured notes series 160

              BBB+/Watch Neg      BBB+                99.4219
  
Eirles Two Ltd.
$50 million variable-rate secured notes (Builder CDO 2004-1)
series 218
              BBB/Watch Neg       BBB                 99.3908
  
Eirles Two Ltd.
EUR50 million floating-rate credit-linked secured notes series 222
B             BBB/Watch Neg       BBB                 76.1459
  
Eirles Two Ltd.
EUR27.5 million variable-rate secured notes series 223

              BB/Watch Neg        BB                  98.8737
  
Eirles Two Ltd.
EUR42.75 million variable-rate secured notes series 224

              B+/Watch Neg        B+                  98.5048
  
Eirles Two Ltd.
EUR26.125 million variable-rate secured notes series 225

              B-/Watch Neg        B-                  98.6858
  
Eirles Two Ltd.
EUR26.125 million variable-rate secured notes series 226

              CCC+/Watch Neg      CCC+                98.8978
  
Eirles Two Ltd.
$20 million secured floating-rate portfolio credit-linked notes
series 236

              BBB/Watch Neg       BBB                 69.1608
  
Eirles Two Ltd.
$55 million floating-rate portfolio credit-linked secured notes
series 273

              BB-/Watch Neg       BB-                 83.8789
  
Eirles Two Ltd.
$25 million floating-rate portfolio credit-linked
secured notes series 274

              B/Watch Neg         B                   86.0526
  
Eirles Two Ltd.
$24 million class B variable-rate secured notes series 292

B             CCC/Watch Neg       CCC                 99.0701
  
Eirles Two Ltd.
EUR14.1 million class B variable-rate secured notes series 297

              CCC+/Watch Neg      CCC+                98.3138
  
Eirles Two Ltd.
$150 million floating-rate portfolio credit-linked notes series
300

              CCC/Watch Neg       CCC                 87.9167
  
Eirles Two Ltd.
$17 million variable-rate secured notes series 306

A-3           B+/Watch Neg        B+                  99.4967
  
Eirles Two Ltd.
$17 million variable-rate secured notes series 307

A-4           CCC+/Watch Neg      CCC+                99.0458
  
Eirles Two Ltd.
EUR35 million CPPI strategy credit-linked secured notes series 309

              BBBp/Watch Neg      BBBp                99.9740
  
Eirles Two Ltd.
JPY3.7 billion variable-rate secured notes series 317
A-4           CCC+/Watch Neg      CCC+                99.0458
  
Eirles Two Ltd.
$66 million floating-rate leveraged super senior secured
credit-linked notes series 331

              A+/Watch Neg        A+                  85.3333
  
Eirles Two Ltd.
EUR25 million floating-rate leveraged super senior secured
credit-linked notes series 332

              A+/Watch Neg        A+                  83.8400
  
Eirles Two Ltd.
EUR50 million floating-rate leveraged super senior secured
credit-linked notes series 333

              A+/Watch Neg        A+                  83.8400
  
Eirles Two Ltd.
EUR75 million floating-rate leveraged super senior secured
credit-linked notes series 334

              A+/Watch Neg        A+                  83.8400
  
Elva Funding PLC
EUR100 million and JPY1.1 billion secured credit-linked
floating-rate notes series 2007-3 (Euclid CDO)

B             AA/Watch Pos        AA                 101.2958
B3            AA/Watch Pos        AA                 101.2958
D             BBB/Watch Pos       BBB                102.2800
  
Elva Funding PLC
EUR10 million, $30 million, and JPY1.0 billion secured
floating-rate credit-linked notes series 2007-7

B             AA/Watch Pos        AA                 101.2958
  
Elva Funding PLC
$62.5 million secured credit-linked floating- and
variable-rate notes series 2007-10

C1            A+/Watch Pos        A+                 101.5142
C2            A+/Watch Pos        A+                 101.5142
  
Empyrean Finance (Ireland) PLC
JPY1 billion class B-1J7h secured portfolio credit-linked
floating-rate notes series 20

B-1J7h        AA                  AA/Watch Neg       100.0019
  
Empyrean Finance (Ireland) PLC
$5 million class A1-1U7h secured portfolio credit-linked
floating-rate notes series 22

A1-1U7h       AAA                 AAA/Watch Neg      100.0011
  
Far East Funding I SPC Ltd.
JPY500 million deferrable note series 2007-11

              A                   A/Watch Neg        100.0086
  
Far East Funding I SPC Ltd.
JPY1.5 billion deferrable notes series 2007-13
              A                   A/Watch Neg        100.0086
  
Far East Funding I SPC Ltd.
A$32 million deferrable notes series 2007-18
              A                   A/Watch Neg        100.0190
  
Far East Funding I SPC Ltd.
EUR10 million deferrable notes series 2007-28

              A-                  A-/Watch Neg       100.0136
  
Herald Ltd.
$19.2 million floating-rate credit-linked secured notes
(Logan CDO) series 26

A-2           B/Watch Neg         B                   99.0248
  
IXIS Structured Products Ltd.
EUR20 million forward variable-rate credit-linked notes
linked to a reference portfolio initially comprising
120 reference entities series 143

              AA                  AA/Watch Neg       100.0385
  
Khamsin Credit Products (Netherlands) II B.V.
EUR21 million class C1 long-short floating-rate managed
credit-linked notes series 4 (Silver Lake 2006-2)

C1            BBB+/Watch Pos      BBB+               100.5445
  
Khamsin Credit Products (Netherlands) II B.V.
EUR11 million class C2 long-short fixed-rate managed
credit-linked notes series 5 (Silver Lake 2006-3)

C2            BBB+/Watch Pos      BBB+               100.5445
  
Khamsin Credit Products (Netherlands) II B.V.
EUR3.5 million class B long-short fixed-rate managed
credit-linked notes series 6 (Silver Lake 2006-4)

B             A/Watch Pos         A                  100.4692
  
Khamsin Credit Products (Netherlands) II B.V.
A$10 million Silver Bell Long-Short floating-rate
credit-linked notes series 7

              A-/Watch Pos        A-                 100.8135
  
Linker Finance PLC
$28.5 million class C floating-rate
secured notes series 3 (Tsar 16)  

C             CCC/Watch Neg       CCC                 98.4990
  
Linker Finance PLC
$18 million class D floating-rate secured notes series 4 (Tsar 16)

D             CCC/Watch Neg       CCC                 97.7954
  
Lunar Funding V PLC
$30 million limited recourse secured floating-rate
credit-linked notes series 2006-27

              CCC+/Watch Neg      CCC+                95.6523
  
Lunar Funding V PLC
$50 million limited recourse secured floating-rate
credit-linked notes series 2007-36

              AAA/Watch Neg       AAA                 97.0684
  
Lunar Funding V PLC
$100 million limited recourse secured floating-rate
credit-linked notes series 2007-37

              A/Watch Neg         A                   94.0649
  
Lunar Funding V PLC
$200 million limited recourse secured floating-rate
credit-linked notes series 2007-39

              B+/Watch Neg        B+                  74.4563
  
Menton CDO II PLC
$104.5 million secured floating-rate
credit-linked notes

A-1           AA                  AA/Watch Neg       101.5510
  
Menton CDO IV Ltd.
$250 million secured floating-rate notes

A-1           A+/Watch Neg        A+                  98.6322
  
Momentum CDO (Europe) Ltd.
A$30 million secured floating-rate notes series 2004-6

C             AAA                 AAA/Watch Neg      100.0175
  
Quartz CDO (Ireland) PLC
$150 million floating-rate secured substitutable managed
portfolio credit-linked notes series 6

C1            A/Watch Pos         A                   106.7711
  
Rheinwest Credit Management
EUR15 million credit-linked floating-rate notes series 14

              A+                  A+/Watch Neg       100.0725
  
Saphir Finance PLC
EUR15 million class A1 credit-linked synthetic
portfolio premium notes series 2006-2

A1            A/Watch Neg         A                   99.6167
  
Saphir Finance PLC
$5 million class B1 credit-linked synthetic portfolio
premium notes series 2006-2

B1            A/Watch Neg         A                   99.8070
  
Saphir Finance PLC
EUR10 million class A1 Oak Harbour credit-linked synthetic
portfolio notes with a reserve coupon linked to the global
large cap ethical index series 2006-3

A1            Ap                  Ap/Watch Neg       103.3266
  
Saphir Finance PLC
EUR50 million credit-linked synthetic portfolio notes series 2007-
1

              A+                  A+/Watch Neg       100.0335
  
Saphir Finance PLC
EUR15 million inflation and credit-linked synthetic
variable coupon notes series 2007-9

              AA+/Watch Neg       AA+                 99.9804
  
Sceptre Capital B.V.
EUR3 million secured credit-linked variable-rate
notes series 2004-9

A             A+/Watch Pos        A+                 102.5810
  
SGA Societe Generale Acceptance N.V.
EUR9.97 million Gascogne fixed-rate CDO credit-linked notes series
7460/04-12

Tranches 1 and 2

Tranche 1     BBBpNRi             BBBpNRi/Watch Neg  100.0183
Tranche 2     BBBpNRi             BBBpNRi/Watch Neg  100.0183
  
SGA Societe Generale Acceptance N.V.
ISK1.6 billion Gascogne fixed-rate CDO credit-linked notes series
7728/05-03

              BBBpNRi             BBBpNRi/Watch Neg  100.0183
  
Societe Generale (SPE)
EUR5 million Gascogne fixed-rate CDO credit-linked notes series
8350/05-5

              AA-                 AA-/Watch Neg      100.2445
  
Starling Finance PLC
EUR20 million fixed-rate portfolio credit-linked notes series
2005-7

              A/Watch Neg         A                   99.9971
  
STARTS (Ireland) PLC
$15 million credit-linked floating-rate notes series 2006-23

              AAA/Watch Neg       AAA                 99.2430
  
WhiteBlue No. 1 GmbH
EUR200 million floating-rate notes
A             AA+/Watch Pos       AA+                100.4108
B             AA-/Watch Pos       AA-                100.3320
  
Xelo PLC
EUR140 million secured limited recourse credit-linked
notes series 2007 (Ferras CDO)

              A+/Watch Neg        A+                  99.8033


* S&P Cuts 248 Ratings on 20 1st-Half 2007 Prime Jumbo RMBS Deals
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 248
classes from 20 residential mortgage-backed securities (RMBS)
transactions backed by U.S. prime jumbo mortgage loan collateral
issued in the first half of 2007. S&P removed 150 of the lowered
ratings from CreditWatch with negative implications, where they
were placed primarily on May 22, 2008. In addition, S&P affirmed
its ratings on 20 classes from these transactions and removed them
from CreditWatch negative. Lastly, S&P affirmed its ratings on one
series, RFMSI Series 2007-S2 Trust, that experienced no downgrades
and removed them from CreditWatch negative.

"The downgrades reflect our opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given our current projected losses. We used the 1999
prime jumbo vintage as our benchmark default curve to forecast the
performance of the 2007 vintage. The 1999 vintage experienced the
most stress of any issuance year over the past 10 years (excluding
recent years since 2005) in terms of foreclosures. We expect the
losses in 2007 to significantly exceed those experienced in 1999;
however, in our opinion, the timing of the losses, and therefore
the shape of the loss curve, is more likely to be similar to that
of 1999 than to any subsequent year. We calculated individual
transaction projections by multiplying the current foreclosure
amount (adjusted by delinquencies) by the rate of change that the
foreclosure curve forecasted for the upcoming periods. In
addition, we assumed that 100% of the 90-plus-day delinquent loans
and 50% of the 60-day delinquent loans would be in foreclosure
within five months and added this amount to the current
foreclosure amount for transactions for which this form of
analysis provided a forecast more consistent with the current
delinquency performance trends. We calculated individual
transaction projections by multiplying the current foreclosure
amount by the rate of change that the foreclosure curve forecasted
for the upcoming periods. Due to current market conditions, we are
assuming that it will take approximately 18 months to liquidate
loans in foreclosure and approximately eight months to liquidate
loans categorized as real estate owned (REO). We are now assuming
a loss severity of 30% for U.S. prime jumbo RMBS transactions,"
S&P says.

"Additionally, we assumed that the loans that are currently REO
will be liquidated over the next eight months, and then we added
the projected loss amounts from the REO liquidations to the
projected losses from foreclosures. We estimated the lifetime
projected losses by adding these projected losses to the actual
losses that the transactions have experienced to date."

S&P's lifetime projected losses, as a percentage of the original
pool balances, for these 20 U.S. RMBS transactions backed by prime
jumbo collateral issued in 2007 are:

Issuer          Series      Structure group  Projected loss (%)
BofA            2007-C                    5               1.18
BofA            2007-C                    M               5.86
BofA            2007-C                    X               0.65
BofA            2007-4                    N               2.74
BofA            2007-4                    S               0.63
Chase           2007-S1                 one               2.28
Chase           2007-S4                 one               2.36
Chase           2007-S5                 one               2.11
CHL             2007-J1                 one               4.28
CHL             2007-J3                 one               4.65
CHL             2007-13                 one               1.76
Citigroup       2007-2                  one               2.24
CSMC            2007-4                  one               1.90
First Horizon   2007-AR2                one               1.35
HSI             2007-AR1                one               3.03
HSI             2007-1                  one               2.59
Merrill         2007-1                  one               2.56
RFMSI           2007-SA3                one               2.60
RFMSI           2007-S2                 one               0.99
RFMSI           2007-S6                   I               1.42
RFMSI           2007-S6                  II               1.11
Sequoia         2007-2                  one               0.79
WaMu            2007-HY1                  3               0.28
WaMu            2007-HY1                  L               2.68
WaMu            2007-HY1                  M               2.01
WaMu            2007-HY2                  3               1.96
WaMu            2007-HY2                  L               2.06
WaMu            2007-HY3                  3               1.03
WaMu            2007-HY3                  4               1.07
WaMu            2007-HY3                  L               4.03

"To maintain a rating higher than 'B', a class had to absorb
losses in excess of the base case assumption we used in our
analysis. For example, one prime jumbo class may have to withstand
150% of our projected loss assumption in order to maintain a 'BB'
rating, while a different class may have to withstand losses of
approximately 200% of our base case loss assumption to maintain a
'BBB' rating. Each class that has an affirmed 'AAA' rating can
generally withstand approximately 350% of our projected loss
assumptions under our analysis," S&P says.

"The rating affirmations reflect actual and projected credit
enhancement percentages that we believe are sufficient to support
the current ratings.     Subordination provides credit support for
the affected transactions. The underlying collateral for these
deals consists of fixed- and adjustable-rate U.S. prime jumbo
mortgage loans that are secured primarily by first liens on one-
to four-family residential properties."

"To date, including the classes listed below and actions on both
publicly and confidentially rated classes, we have resolved all
but two (on two classes that were reclassified as Alternative-A
collateral) of the CreditWatch placements affecting 170 classes of
prime jumbo collateral from 21 U.S. RMBS prime jumbo transactions
from the 2007 vintage."

RATINGS LOWERED

Banc of America Funding 2007-4 Trust
Series 2007-4
                              Rating
Class      CUSIP         To             From
4-A-1      05953YBR1     AA             AAA
4-A-2      05953YBS9     AA             AAA
5-A-1      05953YBT7     AA             AAA
5-A-2      05953YBU4     AA             AAA
5-A-3      05953YBV2     AA             AAA
6-A-1      05953YBW0     AA             AAA
7-A-1      05953YBX8     AA             AAA
8-A-1      05953YBY6     AA             AAA
S-IO       05953YBZ3     AA             AAA
S-PO       05953YCA7     AA             AAA
S-B-1      05953YCF6     BBB            AA
S-B-2      05953YCG4     BB             A
S-B-3      05953YCH2     B              BBB
S-B-4      05953YCM1     CC             BB
S-B-5      05953YCN9     CC             B+

Banc of America Funding 2007-C Trust
Series 2007-C
                              Rating
Class      CUSIP         To             From
X-B-1      059522BN1     AA-            AA
5-B-5      059522BS0     CC             B-

Chase Mortgage Finance Trust Series 2007-S1
Series 2007-S1
                              Rating
Class      CUSIP         To             From
A-M        16163FAS4     B              BB

Chase Mortgage Finance Trust Series 2007-S5
Series 2007-S5
                              Rating
Class      CUSIP         To             From
1-A4       161631AD8     BBB            AAA
2-AX       161631BC9     BBB            AAA

CHL Mortgage Pass Through Trust 2007-J3
Series 2007-J3
                              Rating
Class      CUSIP         To             From
A-5        17025QAE7     A              AAA
A-6        17025QAF4     A              AAA
A-7        17025QAG2     A              AAA
X          17025QAL1     A              AAA
PO         17025QAM9     A              AAA
M          17025QAP2     CCC            B
B-1        17025QAQ0     CC             CCC

CHL Mortgage Pass-Through Trust 2007-13
Series 2007-13
                              Rating
Class      CUSIP         To             From
A-8        17025JAH6     BBB            AAA

Citigroup Mortgage Loan Trust 2007-2
Series 2007-2
                              Rating
Class      CUSIP         To             From
XS         17310SAG2     BBB            AAA
PO         17310SAH0     BBB            AAA

HSI Asset Loan Obligation Trust 2007-1
Series 2007-1
                              Rating
Class      CUSIP         To             From
I-IO       40431TAB7     BBB            AAA
II-A-2     40431TAD3     BBB            AAA
II-A-3     40431TAE1     BBB            AAA
II-A-5     40431TAG6     BBB            AAA
II-A-7     40431TAJ0     BBB            AAA
II-IO      40431TAR2     BBB            AAA
III-A-2    40431TAT8     BBB            AAA
III-A-3    40431TAU5     BBB            AAA
III-IO     40431TAZ4     BBB            AAA
A-PO       40431TBA8     BBB            AAA
A-X        40431TBB6     BBB            AAA
B-1        40431TBC4     B              BB
B-2        40431TBD2     CCC            B
B-3        40431TBE0     CC             CCC

HSI Asset Loan Obligation Trust 2007-AR1
Series 2007-AR1
                              Rating
Class      CUSIP         To             From
II-A-1     40431LAB4     A              AAA
III-A-1    40431LAD0     A              AAA
IV-A-1     40431LAF5     A              AAA

Merrill Lynch Mortgage Backed Securities Trust Series 2007-1
Series 2007-1
                              Rating
Class      CUSIP         To             From
I-A-1      59024NAA5     AA             AAA
II-A-1     59024NAC1     AA             AAA

RFMSI Series 2007-S6 Trust
Series 2007-S6
                              Rating
Class      CUSIP         To             From
I-A-14     762009AP3     AA             AAA
II-A-1     762009AY4     AA             AAA
II-A-2     762009AZ1     AA             AAA
II-A-3     762009BA5     AA             AAA
II-A-6     762009BD9     AA             AAA
II-A-7     762009BE7     AA             AAA
II-A-8     762009BF4     AA             AAA
II-A-9     762009BG2     AA             AAA
II-A-11    762009BJ6     AA             AAA
II-A-13    762009BL1     AA             AAA
II-A-14    762009BM9     AA             AAA
II-A-15    762009BN7     AA             AAA

RFMSI Series 2007-SA3 Trust
Series 2007-SA3
                              Rating
Class      CUSIP         To             From
IV-A       74958TAK9     BB             AAA
M-1        74958TAN3     CCC            B
M-3        74958TAQ6     CC             CCC

Sequoia Mortgage Trust 2007-2
Series 2007-2
                              Rating
Class      CUSIP         To             From
2-B1       81744LAR5     B              BB
2-B2       81744LAS3     CCC            B

WaMu Mortgage Pass-Through Certificates Series 2007-HY1 Trust
Series 2007-HY1
                              Rating
Class      CUSIP         To             From
1-A1       92925VAA8     AA             AAA
2-A1       92925VAC4     AA             AAA
2-A2B      92925VAE0     AA             AAA
2-A3       92925VAF7     BB             AAA
L-B-1      92925VAR1     B              BB
L-B-2      92925VAS9     CCC            B
L-B-3      92925VAT7     CC             CCC
3-B-4      92925VBE9     B              BB
4-A2       92925VAN0     A              AAA
5-A2       92925VAQ3     A              AAA
M-B-1      92925VAX8     BB             A+
M-B-2      92925VAY6     B              BBB-
M-B-3      92925VAZ3     CCC            B
M-B-4      92925VBH2     CC             CCC

WaMu Mortgage Pass-Through Certificates Series 2007-HY2 Trust
Series 2007-HY2
                              Rating
Class      CUSIP         To             From
1-A2       92926UAB7     BBB            AAA
2-A3       92926UAE1     BBB            AAA
L-B-1      92926UAH4     BB             AA
L-B-2      92926UAJ0     B              BBB
L-B-3      92926UAK7     CCC            BB
L-B-4      92926UAQ4     CC             CCC

WaMu Mortgage Pass-Through Certificates Series 2007-HY3
Series 2007-HY3
                              Rating
Class      CUSIP         To             From
1-A1       933634AA5     BBB            AAA
2-A1       933634AC1     AA             AAA
L-B-1      933634AL1     CCC            B
L-B-2      933634AM9     CC             CCC
3-B-1      933634AP2     BBB            AA
3-B-2      933634AQ0     B              BBB-
3-B-3      933634AR8     CCC            B
3-B-4      933634AZ0     CC             CCC
4-B-1      933634AS6     BBB            AA
4-B-2      933634AT4     BB             BBB+
4-B-3      933634AU1     B              BB
4-B-4      933634BC0     CCC            B

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Banc of America Funding 2007-4 Trust
Series 2007-4
                              Rating
Class      CUSIP         To             From
1-A-2      05953YAU5     BBB            AAA/Watch Neg
2-A-1      05953YAW1     BBB            AAA/Watch Neg
2-A-2      05953YAX9     BBB            AAA/Watch Neg
2-A-4      05953YAZ4     BBB            AAA/Watch Neg
2-A-5      05953YBA8     BBB            AAA/Watch Neg
2-A-6      05953YBB6     BBB            AAA/Watch Neg
2-A-8      05953YBD2     BBB            AAA/Watch Neg
2-A-9      05953YBE0     BBB            AAA/Watch Neg
2-A-11     05953YBG5     BBB            AAA/Watch Neg
2-A-13     05953YBJ9     BBB            AAA/Watch Neg
2-A-14     05953YBK6     BBB            AAA/Watch Neg
2-A-15     05953YBL4     BBB            AAA/Watch Neg
3-A-2      05953YBN0     BBB            AAA/Watch Neg
3-A-3      05953YBP5     BBB            AAA/Watch Neg

Chase Mortgage Finance Trust Series 2007-S1
Series 2007-S1
                              Rating
Class      CUSIP         To             From
A-2        16163FAB1     BBB            AAA/Watch Neg
A-3        16163FAC9     BBB            AAA/Watch Neg
A-5        16163FAE5     BBB            AAA/Watch Neg
A-6        16163FAF2     BBB            AAA/Watch Neg
A-7        16163FAG0     BBB            AAA/Watch Neg
A-9        16163FAJ4     BBB            AAA/Watch Neg
A-10       16163FAK1     BBB            AAA/Watch Neg
A-11       16163FAL9     BBB            AAA/Watch Neg
A-12       16163FAM7     BBB            AAA/Watch Neg
A-13       16163FAN5     BBB            AAA/Watch Neg

Chase Mortgage Finance Trust Series 2007-S4
Series 2007-S4
                              Rating
Class      CUSIP         To             From
A-9        161629AJ9     BBB            AA+/Watch Neg

Chase Mortgage Finance Trust Series 2007-S5
Series 2007-S5
                              Rating
Class      CUSIP         To             From
1-A2       161631AB2     BBB            AAA/Watch Neg
1-A3       161631AC0     BBB            AAA/Watch Neg
1-A5       161631AE6     BBB            AAA/Watch Neg
1-A6       161631AF3     BBB            AAA/Watch Neg
1-A7       161631AG1     BBB            AAA/Watch Neg
1-A9       161631AJ5     BBB            AAA/Watch Neg
1-A10      161631AK2     BBB            AAA/Watch Neg
1-A12      161631AM8     BBB            AAA/Watch Neg
1-A16      161631AR7     BBB            AAA/Watch Neg
1-A17      161631AS5     BBB            AAA/Watch Neg
1-A18      161631AT3     BBB            AAA/Watch Neg
1-A21      161631AW6     BBB            AAA/Watch Neg
2-A1       161631AZ9     BBB            AAA/Watch Neg
2-A2       161631BA3     BBB            AAA/Watch Neg
2-A3       161631BB1     BBB            AAA/Watch Neg

CHL Mortgage Pass-Through Trust 2007-J1
Series 2007-J1
                              Rating
Class      CUSIP         To             From
1-A-1      12669MAA6     BB             AAA/Watch Neg
2-A-1      12669MAB4     BB             AAA/Watch Neg
X          12669MAC2     BB             AAA/Watch Neg
PO         12669MAD0     BB             AAA/Watch Neg

CHL Mortgage Pass Through Trust 2007-J3
Series 2007-J3
                              Rating
Class      CUSIP         To             From
A-1        17025QAA5     BB             AAA/Watch Neg
A-2        17025QAB3     BB             AAA/Watch Neg
A-3        17025QAC1     BB             AAA/Watch Neg
A-4        17025QAD9     BB             AAA/Watch Neg
A-8        17025QAH0     BB             AAA/Watch Neg
A-9        17025QAJ6     BB             AAA/Watch Neg
A-10       17025QAK3     BB             AAA/Watch Neg
A-11       17025QAW7     BB             AAA/Watch Neg
A-12       17025QAX5     BB             AAA/Watch Neg
A-13       17025QAY3     BB             AAA/Watch Neg
A-14       17025QAZ0     BB             AAA/Watch Neg
A-15       17025QBA4     BB             AAA/Watch Neg
A-16       17025QBB2     BB             AAA/Watch Neg
A-17       17025QBC0     BB             AAA/Watch Neg

CHL Mortgage Pass-Through Trust 2007-13
Series 2007-13
                              Rating
Class      CUSIP         To             From
A-1        17025JAA1     BBB            AAA/Watch Neg
A-3        17025JAC7     BBB            AAA/Watch Neg
A-4        17025JAD5     A              AAA/Watch Neg
A-5        17025JAE3     BBB            AAA/Watch Neg
A-6        17025JAF0     BBB            AAA/Watch Neg
A-9        17025JAJ2     BBB            AAA/Watch Neg
A-10       17025JAK9     BBB            AAA/Watch Neg
A-11       17025JAL7     BBB            AAA/Watch Neg
A-12       17025JAM5     BBB            AAA/Watch Neg
A-14       17025JAP8     BBB            AAA/Watch Neg
A-15       17025JAQ6     BBB            AAA/Watch Neg

Citigroup Mortgage Loan Trust 2007-2
Series 2007-2
                              Rating
Class      CUSIP         To             From
1-A1       17310SAA5     BBB            AAA/Watch Neg
1-A2       17310SAB3     BBB            AAA/Watch Neg
1-A2A      17310SAC1     BBB            AAA/Watch Neg
1-A3       17310SAD9     BBB            AAA/Watch Neg
1-A4       17310SAE7     BBB            AAA/Watch Neg
2-A        17310SAF4     BBB            AAA/Watch Neg

CSMC Mortgage Backed Trust 2007-4
Series 2007-4
                              Rating
Class      CUSIP         To             From
1-A-2      126379AB2     A              AAA/Watch Neg
1-A-4      126379AD8     A              AAA/Watch Neg
1-A-6      126379BJ4     A              AAA/Watch Neg
1-A-7      126379BK1     A              AAA/Watch Neg
1-A-8      126379BL9     A              AAA/Watch Neg
1-A-9      126379BM7     A              AAA/Watch Neg
1-A-10     126379BN5     A              AAA/Watch Neg
1-A-12     126379BU9     A              AAA/Watch Neg
2-A-1      126379AF3     A              AAA/Watch Neg
2-A-3      126379AH9     A              AAA/Watch Neg
2-A-4      126379AJ5     A              AAA/Watch Neg
2-A-5      126379AK2     A              AAA/Watch Neg
3-A-2      126379AM8     A              AAA/Watch Neg
3-A-3      126379AN6     A              AAA/Watch Neg
3-A-4      126379AP1     A              AAA/Watch Neg
3-A-5      126379AQ9     A              AAA/Watch Neg
3-A-6      126379AR7     A              AAA/Watch Neg
3-A-7      126379AS5     A              AAA/Watch Neg
3-A-9      126379AU0     A              AAA/Watch Neg
4-A-1      126379AV8     A              AAA/Watch Neg
4-A-3      126379BR6     A              AAA/Watch Neg
5-A-1      126379AW6     A              AAA/Watch Neg
5-A-3      126379BT2     A              AAA/Watch Neg

First Horizon Mortgage Pass-Through Trust 2007-AR2
Series 2007-AR2
                              Rating
Class      CUSIP         To             From
I-A-1      32055GAA9     A              AAA/Watch Neg
I-A-3      32055GAC5     A              AAA/Watch Neg
II-A-1     32055GAE1     A              AAA/Watch Neg
III-A-1    32055GAF8     A              AAA/Watch Neg
III-A-3    32055GAH4     A              AAA/Watch Neg

HSI Asset Loan Obligation Trust 2007-1
Series 2007-1
                              Rating
Class      CUSIP         To             From
I-A-1      40431TAA9     BBB            AAA/Watch Neg
II-A-1     40431TAC5     BBB            AAA/Watch Neg
II-A-4     40431TAF8     BBB            AAA/Watch Neg
II-A-6     40431TAH4     BBB            AAA/Watch Neg
II-A-8     40431TAK7     BBB            AAA/Watch Neg
II-A-9     40431TAL5     BBB            AAA/Watch Neg
II-A-10    40431TAM3     BBB            AAA/Watch Neg
II-A-11    40431TAN1     BBB            AAA/Watch Neg
II-A-12    40431TAP6     BBB            AAA/Watch Neg
II-A-13    40431TAQ4     BBB            AAA/Watch Neg
III-A-1    40431TAS0     BBB            AAA/Watch Neg
III-A-4    40431TAV3     BBB            AAA/Watch Neg
III-A-5    40431TAW1     BBB            AAA/Watch Neg
III-A-6    40431TAX9     BBB            AAA/Watch Neg
III-A-7    40431TAY7     BBB            AAA/Watch Neg

HSI Asset Loan Obligation Trust 2007-AR1
Series 2007-AR1
                              Rating
Class      CUSIP         To             From
I-A-1      40431LAA6     BB             AAA/Watch Neg
II-A-2     40431LAC2     BB             AAA/Watch Neg
III-A-2    40431LAE8     BB             AAA/Watch Neg
IV-A-2     40431LAG3     BB             AAA/Watch Neg

Merrill Lynch Mortgage Backed Securities Trust Series 2007-1
Series 2007-1
                              Rating
Class      CUSIP         To             From
1-A-2      59024NAB3     BB             AAA/Watch Neg
II-A-2     59024NAD9     BB             AAA/Watch Neg

RFMSI Series 2007-S6 Trust
Series 2007-S6
                              Rating
Class      CUSIP         To             From
I-A-1      762009AA6     AA             AAA/Watch Neg
I-A-2      762009AB4     AA             AAA/Watch Neg
I-A-3      762009AC2     AA             AAA/Watch Neg
I-A-5      762009AE8     AA             AAA/Watch Neg
I-A-8      762009AH1     AA             AAA/Watch Neg
I-A-9      762009AJ7     AA             AAA/Watch Neg
I-A-10     762009AK4     AA             AAA/Watch Neg
I-A-11     762009AL2     AA             AAA/Watch Neg
I-A-12     762009AM0     AA             AAA/Watch Neg
I-A-13     762009AN8     AA             AAA/Watch Neg
I-A-15     762009AQ1     AA             AAA/Watch Neg
I-A-18     762009AT5     AA             AAA/Watch Neg
I-A-19     762009AU2     AA             AAA/Watch Neg
I-A-20     762009AV0     AA             AAA/Watch Neg

RFMSI Series 2007-SA3 Trust
Series 2007-SA3
                              Rating
Class      CUSIP         To             From
I-A        74958TAA1     BB             AAA/Watch Neg
II-A-2     74958TAC7     BB             AAA/Watch Neg
III-A-3    74958TAH6     BB             AAA/Watch Neg

Sequoia Mortgage Trust 2007-2
Series 2007-2
                              Rating
Class      CUSIP         To             From
1-A1       81744LAA2     AA             AAA/Watch Neg
1-A3       81744LBA1     AA             AAA/Watch Neg
2A-A1      81744LAL8     BBB            AAA/Watch Neg
2B-A1      81744LAN4     BBB            AAA/Watch Neg

WaMu Mortgage Pass-Through Certificates Series 2007-HY1 Trust
Series 2007-HY1
                              Rating
Class      CUSIP         To             From
1-A2       92925VAB6     BB             AAA/Watch Neg
2-A4       92925VAG5     BB             AAA/Watch Neg

WaMu Mortgage Pass-Through Certificates Series 2007-HY2 Trust
Series 2007-HY2
                              Rating
Class      CUSIP         To             From
3-A2       92926UAG6     A              AAA/Watch Neg

WaMu Mortgage Pass-Through Certificates Series 2007-HY3
Series 2007-HY3
                              Rating
Class      CUSIP         To             From
1-A2       933634AB3     B              AAA/Watch Neg
2-A2       933634AD9     B              AAA/Watch Neg

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

Chase Mortgage Finance Trust Series 2007-S4
Series 2007-S4
                              Rating
Class      CUSIP         To             From
A-4        161629AD2     AAA            AAA/Watch Neg
A-8        161629AH3     AAA            AAA/Watch Neg
A-12       161629AM2     AAA            AAA/Watch Neg

Chase Mortgage Finance Trust Series 2007-S5
Series 2007-S5
                              Rating
Class      CUSIP         To             From
1-A11      161631AL0     AAA            AAA/Watch Neg

CSMC Mortgage Backed Trust 2007-4
Series 2007-4
                              Rating
Class      CUSIP         To             From
1-A-5      126379AE6     AAA            AAA/Watch Neg
1-A-11     126379BP0     AAA            AAA/Watch Neg
3-A-8      126379AT3     AAA            AAA/Watch Neg

RFMSI Series 2007-S2 Trust
Series 2007-S2
                              Rating
Class      CUSIP         To             From
A-1        749583AA8     AAA            AAA/Watch Neg
A-2        749583AB6     AAA            AAA/Watch Neg
A-3        749583AC4     AAA            AAA/Watch Neg
A-4        749583AD2     AAA            AAA/Watch Neg
A-5        749583AE0     AAA            AAA/Watch Neg
A-8        749583AH3     AAA            AAA/Watch Neg
A-9        749583AJ9     AAA            AAA/Watch Neg
A-10       749583AK6     AAA            AAA/Watch Neg
A-11       749583AW0     AAA            AAA/Watch Neg
A-12       749583AX8     AAA            AAA/Watch Neg
A-13       749583AY6     AAA            AAA/Watch Neg
A-14       749583AZ3     AAA            AAA/Watch Neg

RFMSI Series 2007-SA3 Trust
Series 2007-SA3
                              Rating
Class      CUSIP         To             From
III-A-4    74958TAJ2     AAA            AAA/Watch Neg


* S&P Lowers One Class of CD 2006-CD2 Mortgage Trust Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the P
class commercial mortgage pass-through certificates from CD 2006-
CD2 Mortgage Trust.

"Concurrently, we affirmed our ratings on two classes of nonpooled
certificates and 23 classes of pooled certificates from this
series," S&P says.

The downgrade reflects credit concerns with two loans ($45.3
million) that will have debt service coverage (DSC) levels below
1.0x when their initial interest-only (IO) periods end and two of
the six loans ($7.6 million) in the pool that have reported DSC
below 1.0x.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios. In
addition, the affirmations of the nonpooled certificates reflect
the expected operating performance of the Villas Parkmerced loan.

Four loans out of the six in the pool are credit concerns because
they have either reported low DSC or are expected to have low DSC
after their IO periods end, including the two loans ($43.4
million) that will have DSCs below 0.9x when their initial IO
periods end in three to eight months. These loans are secured by
multifamily properties with an average balance of $21.7 million
and do not have debt service reserves in place. In addition, two
($7.6 million) of the six loans ($22.3 million) reported DSCs
below 1.0x. The six loans are secured by a variety of property
types with an average balance of $3.7 million and have experienced
a weighted average decline in DSC of 54% since issuance. The four
loans that are credit concerns have experienced a combination of
declining occupancy and higher operating expenses.

"The remaining loans are in various stages of renovation or lease-
up, and we expect the net cash flow available for debt service for
these loans to improve in the future," S&P says.

As of the July 17, 2008, remittance report, the collateral pool
consisted of 197 loans with an aggregate trust balance of $3.034
billion, compared with the same number of loans totaling $3.059
billion at issuance. The master servicers, Midland Loan Services
Inc. (Midland) and Wachovia Bank N.A. (Wachovia), reported
financial information for 98% of the pool. Ninety percent of the
servicer-provided information was full-year 2007 data. Standard &
Poor's calculated a weighted average DSC of 1.50x for the pool,
down from 1.51x at issuance. There are no delinquent loans in the
pool and the trust has not experienced any losses to date. There
is one loan ($33.1 million, 1%) with the special servicer, LNR
Partners Inc. (LNR). Details of the loan are:

     -- The Lodge at Stone Oak Ranch Apartments Homes Magnolia
Village loan has a balance of $33.1 million (1%) and additional
advances, including interest thereon, totaling $142,882. The loan
is secured by the fee interest in a 434-unit multifamily property
in Austin, Texas. The loan was transferred to LNR on Oct. 18,
2007, due to imminent default. Shortly after the loan was
transferred, the borrower filed for bankruptcy. A new guarantor
has been approved and a loan modification has been executed. The
loan has been corrected and will be returned to the master
servicer shortly.

The top 10 loans have an aggregate outstanding balance of $935.7
million (32%) and a weighted average DSC of 1.41x, up from 1.84x
at issuance. Standard & Poor's reviewed property inspections
provided by the master servicer for nine of the assets underlying
the top 10 exposures. One property was characterized as
"excellent," while the remaining properties were characterized as
"good."

The credit characteristics of the Villas Parkmerced, Sun Trust
Center, Shorenstein Brisbane, Tara Close Apartments, and the 3165
Nostrand Avenue loans are consistent with those of investment-
grade obligations. Details of the two largest loans are:

     -- The Villas Parkmerced loan is the largest loan in the pool
and has a trust balance of $300.0 million (12%) and a whole loan
balance of $550.0 million. The whole loan consists of a $300.0
million senior participation, a $50.0 million rake participation
that is securitized on a nonpooled basis, and seven junior
participations totaling $200.0 million. The four "VPM"
certificates derive 100% of their cash flows from the property
backing the Villas Parkmerced loan. In addition to the whole loan,
the borrower's equity interests secure mezzanine debt totaling
$50.4 million. The whole loan is secured by the fee interest in a
3,221-unit multifamily complex in San Francisco. For the year-
ended Dec. 31, 2007, DSC was 1.16x and, as of May 31, 2008,
occupancy was 87%. Standard & Poor's adjusted value for this loan
is down 13% from its level at issuance. The loan also appears on
the watchlist because of a class action lawsuit against the
borrower claiming violations of San Francisco rent control laws.
The suit has been settled and the loan will be removed from the
watchlist in the near future.

     -- The SunTrust Center loan is the third-largest loan in the
pool with a balance of $77.0 million (3%). The interest-only loan
is secured by the fee interest in a 646,281-sq.-ft. office
property in downtown Orlando, Fla. At issuance, the property's
anchor tenant, SunTrust Bank Inc. (SunTrust; AA-/Negative/A-1+),
occupied 41% of the net rentable area; on July 31, 2008, SunTrust
vacated half of its space upon the lease expiration date.
Currently, the property is 66% occupied and DSC was 2.58x for the
year-ended Dec. 31, 2007. Standard & Poor's adjusted value for
this loan is down 5% from its level at issuance. The loan will be
added to the watchlist in the next reporting period.

Midland and Wachovia reported a watchlist of 39 loans ($601.5
million, 20%). The Woodbury Lakes loan ($65.0 million, 2%) is the
largest loan on the watchlist and the sixth-largest exposure in
the pool. The loan is secured by a 304,445-sq.-ft. retail property
in Woodbury, Minn. The loan appears on the
watchlist because the largest tenant, Linens 'N Things, has filed
for bankruptcy and will close its store at the property. The loan
reported a DSC of 1.18x for the year-ended Dec. 31, 2007.

RATING LOWERED

CD 2006-CD2 Mortgage Trust
Commercial mortgage pass-through certificates series 2006-CD2
           Rating
Class    To      From      Credit enhancement (%)
P        CCC+    B-                          1.26

RATINGS AFFIRMED (POOLED)

CD 2006-CD2 Mortgage Trust
Commercial mortgage pass-through certificates series 2006-CD2

Class    Rating            Credit enhancement (%)
A-1      AAA                                30.25
A-1A     AAA                                30.25
A-1B     AAA                                30.25
A-2      AAA                                30.25
A-3      AAA                                30.25
A-4      AAA                                30.25
A-AB     AAA                                30.25
A-M      AAA                                20.17
A-J      AAA                                12.98
B        AA+                                12.23
C        AA                                 11.09
D        AA-                                 9.83
E        A                                   8.19
F        A-                                  6.81
G        BBB+                                5.55
H        BBB                                 4.41
J        BBB-                                3.28
K        BB+                                 2.77
L        BB                                  2.39
M        BB-                                 2.02
N        B+                                  1.76
O        B                                   1.51
X        AAA                                  N/A

RATINGS AFFIRMED (NONPOOLED)

CD 2006-CD2 Mortgage Trust
Commercial mortgage pass-through certificates series 2006-CD2

Class    Rating            Credit enhancement (%)
VPM-1    BBB                                  N/A
VPM-2    BBB-                                 N/A

N/A-Not applicable.


* S&P Cuts 34 Ratings on 10 US RMBS Deals Issued in 2003-2004
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 34
classes of mortgage pass-through certificates from 10 U.S.
subprime residential mortgage-backed securities transactions from
various issuers. Additionally, S&P removed three of the lowered
ratings from CreditWatch with negative implications.  Lastly, S&P
affirmed the ratings on 86 other classes of certificates from
these deals and four additional transactions:

   -- Fremont Home Loan Trust 2004-1,
   -- Morgan Stanley ABS Capital I Inc. Trust 2004-OP1,
   -- Option One Mortgage Loan Trust 2003-4, and
   -- Terwin Mortgage Trust's series TMTS 2004-3HE.

The downgrades reflect the collateral performance as of the July
2008 remittance period. Current credit support and projected
credit enhancement based on the amount of delinquencies in the
respective pools were insufficient at the prior rating levels.
During recent months, these deals have experienced deterioration
in credit support, while their respective delinquency pipelines
and reported loss severities indicate that the pattern of losses
could continue. Of the 14 deals reviewed, S&P downgraded various
classes from 10 transactions and affirmed the firm's ratings on
the entire structures from the four transactions.

The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels as of the July 2008 distribution
period.

"The seasoning of the deals reviewed ranged from 42 months (2004-
CB8 Trust) to 65 months (GSAMP Trust 2003-NC1) as of the July 2008
remittance period. All of the deals reviewed were issued in 2003
and 2004, and the pool factors ranged from 6.98% (Long Beach
Mortgage Loan Trust 2003-2) to 18.02% (2004-CB8 Trust) of the
original principal balances. Overcollateralization (O/C), excess
interest, and subordination provide credit support for all of the
deals we reviewed; however, O/C is below its target for all of the
deals except for Morgan Stanley ABS Capital I Inc. Trust 2004-OP1.
As of the July reporting period, total delinquencies for the deals
reviewed ranged from 17.69% (Option One Mortgage Loan Trust 2003-
4) to 49.53% (GSAMP Trust 2004-WF) of the respective current
principal balances, while serious delinquencies (90-plus days,
foreclosures, and real estate owned {REO}) ranged from 7.29%
(Fremont Home Loan Trust 2004-1) to 30.75% (GSAMP Trust 2004-WF).
Cumulative losses ranged from 0.81% (Terwin Mortgage Trust 2004-
21HE, Group 1) to 3.20% (Long Beach Mortgage Loan Trust 2003-2) of
the respective original principal balances as of the July 2008
remittance period," S&P explained.

RATINGS LOWERED

2004-CB8 Trust
Series 2004-CB8
                              Rating
Class      CUSIP         To             From
B-4        59020UPX7     CCC            B-

CSFB Home Equity Pass-Through Certificates Series 2004-AA1 Trust
Series 2004-AA1
                              Rating
Class      CUSIP         To             From
B-1        22541SG93     B-             BB+
B-2        22541SH27     CCC            BB
M-8        22541SG85     BB-            A-
M-7        22541SG77     BBB            A

GSAMP Trust 2003-NC1
Series 2003-NC1
                              Rating
Class      CUSIP         To             From
B-2        36228FMC7     BBB            A

GSAMP Trust 2004-WF
Series 2004-WF
                              Rating
Class      CUSIP         To             From
B-1        36242DKN2     CCC            BBB-
M-3        36242DKM4     CCC            A-
M-2        36242DKL6     BBB            A
B-2        36242DKP7     CCC            BB
B-3        36242DKQ5     CC             B

Long Beach Mortgage Loan Trust 2003-2
Series 2003-2
                              Rating
Class      CUSIP         To             From
M-2        542514DV3     BBB            A
M-3        542514DW1     BBB-           A-

Morgan Stanley ABS Capital I Inc. Trust 2004-HE6
Series 2004-HE6
                              Rating
Class      CUSIP         To             From
B-3        61744CFJ0     BB             BBB-

Morgan Stanley ABS Capital I Inc. Trust 2004-HE8
Series 2004-HE8
                              Rating
Class      CUSIP         To             From
B-3        61744CHJ8     B              BBB-
B-2        61744CHH2     BB             BBB

Morgan Stanley ABS Capital I Inc. Trust 2004-NC5
Series 2004-NC5
                              Rating
Class      CUSIP         To             From
B-4        61746RGB1     CCC            B
B-3        61746RGA3     CCC            BB-
M-3        61746RFX4     BBB            A-
B-1        61746RFY2     B              BBB+
B-2        61746RFZ9     CCC            BBB

Morgan Stanley ABS Capital I Inc. Trust 2004-NC7
Series 2004-NC7
                              Rating
Class      CUSIP         To             From
B-1        61744CFU5     BBB-           BBB+
B-2        61744CFV3     BB-            BBB
B-3        61744CFW1     CCC            BBB-

Terwin Mortgage Trust 2004-21HE
Series 2004-21HE
                              Rating
Class      CUSIP         To             From
2-B-1      881561PE8     CCC            BB
2-B-3      881561PG3     CC             CCC
2-B-2      881561PF5     CC             CCC
2-M-4      881561PD0     CCC            A-
1-M-2      881561NS9     BBB            A
1-M-3      881561NT7     CC             CCC
2-M-3      881561PC2     B              A

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

2004-CB8 Trust
Series 2004-CB8
                              Rating
Class      CUSIP         To             From
B-3        59020UPW9     BB             BBB/Watch Neg

Long Beach Mortgage Loan Trust 2003-2
Series 2003-2
                              Rating
Class      CUSIP         To             From
M-5        542514DY7     CCC            B/Watch Neg
M-4        542514DX9     CCC            BB/Watch Neg


RATINGS AFFIRMED

2004-CB8 Trust
Series 2004-CB8
Class      CUSIP         Rating
M-2        59020UPS8     A
M-1        59020UPR0     AA
B-1        59020UPU3     A-
B-2        59020UPV1     BBB+
AF-4       59020UPQ2     AAA
M-3        59020UPT6     A

CSFB Home Equity Pass-Through Certificates Series 2004-AA1 Trust
Series 2004-AA1
Class      CUSIP         Rating
M-2        22541SG28     AAA
M-6        22541SG69     AA-
M-5        22541SG51     AA
M-4        22541SG44     AA+
M-3        22541SG36     AAA

Fremont Home Loan Trust 2004-1
Series 2004-1
Class      CUSIP         Rating
M-4        35729PDC1     AA-
B          35729PDJ6     BBB-
M-9        35729PDH0     BBB
M-8        35729PDG2     BBB+
M-7        35729PDF4     A-
M-5        35729PDD9     A+
M-3        35729PDB3     AA+
M-2        35729PDA5     AAA
M-1        35729PCZ1     AAA
M-6        35729PDE7     A

GSAMP Trust 2003-NC1
Series 2003-NC1
Class      CUSIP         Rating
M-1        36228FLX2     AAA
B-1        36228FMB9     AA
M-2        36228FLY0     AAA
M-3        36228FMA1     AAA

GSAMP Trust 2004-WF
Series 2004-WF
Class      CUSIP         Rating
M-1        36242DKK8     AA

Long Beach Mortgage Loan Trust 2003-2
Series 2003-2
Class      CUSIP         Rating
M-1        542514DU5     AA

Morgan Stanley ABS Capital I Inc. Trust 2004-HE6
Series 2004-HE6
Class      CUSIP         Rating
B-1        61744CFG6     BBB+
A-1        61746RHY0     AAA
A-2        61744CFA9     AAA
M-1        61744CFB7     AA+
M-2        61744CFC5     AA
M-3        61744CFD3     AA-
M-4        61744CFE1     A
M-5        61744CFF8     A-
B-2        61744CFH4     BBB

Morgan Stanley ABS Capital I Inc. Trust 2004-HE8
Series 2004-HE8
Class      CUSIP         Rating
B-1        61744CHG4     BBB+
A-7        61744CGZ3     AAA
M-1        61744CHA7     AA+
M-2        61744CHB5     AA
M-3        61744CHC3     AA-
M-4        61744CHD1     A+
M-6        61744CHF6     A-
M-5        61744CHE9     A
A-4        61744CGW0     AAA

Morgan Stanley ABS Capital I Inc. Trust 2004-NC5
Series 2004-NC5
Class      CUSIP         Rating
M-1        61746RFV8     AA
M-2        61746RFW6     A

Morgan Stanley ABS Capital I Inc. Trust 2004-NC7
Series 2004-NC7
Class      CUSIP         Rating
M-4        61744CFS0     A
M-5        61744CFT8     A-
M-1        61744CFP6     AA+
M-2        61744CFQ4     AA
M-3        61744CFR2     AA-

Morgan Stanley ABS Capital I Inc. Trust 2004-OP1
Series 2004-OP1
Class      CUSIP         Rating
M-5        61744CJH0     A
B-3        61744CJM9     BB
B-2        61744CJL1     BBB
M-1        61744CJD9     AA+
M-6        61744CJJ6     A-
M-4        61744CJG2     A+
M-3        61744CJF4     AA-
M-2        61744CJE7     AA
B-1        61744CJK3     BBB+

Option One Mortgage Loan Trust 2003-4
Series 2003-4
Class      CUSIP         Rating
M-4        68389FDY7     BBB+
A-1        68389FDS0     AAA
M-5F       68389FEA8     BBB-
M-6        68389FEB6     B
M-5A       68389FDZ4     BBB-
M-2        68389FDV3     A
A-2        68389FDT8     AAA
M-1        68389FDU5     AA
M-3        68389FDX9     A-

Terwin Mortgage Trust 2004-21HE
Series 2004-21HE
Class      CUSIP         Rating
2-M-2      881561PB4     AA
1-M-1      881561NR1     AA
2-M-1      881561PA6     AA+
1-A-1      881561NQ3     AAA
2-S        881561NZ3     AAA
2-A-3      881561NY6     AAA
2-A-1      881561NW0     AAA

Terwin Mortgage Trust Series TMTS 2004-3HE
Series 2004-3HE
Class      CUSIP         Rating
M-1-X      881561FB5     AA+
M-2        881561FF6     A+
M-2-X      881561FC3     A+
M-3        881561FG4     A
M-3-X      881561FD1     A
B-1        881561FH2     B
B-2        881561FJ8     CCC
B-3        881561FK5     CCC
M-1        881561FE9     AA+


* S&P Lowers 48 Ratings on US Subprime RMBS Transactions to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
48 classes of mortgage pass-through certificates from 44 U.S.
subprime residential mortgage-backed securities transactions from
various issuers.

The downgrades reflect principal write-downs on the affected
classes. Of the 48 defaulted classes, S&P downgraded seven from
the 'CCC' rating category and 41 from the 'CC' rating category.
The class balances from these certificates first incurred realized
losses during the July 2008 remittance period.

RATINGS LOWERED

Aegis Asset Backed Securities Trust 2005-2
Series 2005-2
                              Rating
Class      CUSIP         To             From
B-3        00764MFK8     D              CC

Aegis Asset Backed Securities Trust 2005-3
Series 2005-3
                              Rating
Class      CUSIP         To             From
B3         00764MFZ5     D              CC

Aegis Asset Backed Securities Trust Mortgage Pass Through
Certificates Series 2005-4
Series 2005-4
                              Rating
Class      CUSIP         To             From
B5         00764MGS0     D              CC

Fremont Home Loan Trust 2005-2
Series 2005-2
                              Rating
Class      CUSIP         To             From
B-3        35729PLX6     D              CC

Fremont Home Loan Trust 2006-1
Series 2006-1
                              Rating
Class      CUSIP         To             From
B-2        35729PPN4     D              CC

Fremont Home Loan Trust 2006-3
Series 2006-3
                              Rating
Class      CUSIP         To             From
M-10       35729MAQ0     D              CC

GSAMP Trust 2005-HE1
Series 2005-HE1
                              Rating
Class      CUSIP         To             From
B-4        36242DSC8     D              CC

GSAMP Trust 2005-WMC1
Series 2005-WMC1
                              Rating
Class      CUSIP         To             From
B-3        362341QC6     D              CC

GSAMP Trust 2005-WMC3
Series 2005-WMC3
                              Rating
Class      CUSIP         To             From
B-3        362341M63     D              CCC

GSAMP Trust 2006-FM1
Series 2006-FM1
                              Rating
Class      CUSIP         To             From
B-2        362334PU2     D              CC

GSAMP Trust 2006-NC2
Series 2006-NC2
                              Rating
Class      CUSIP         To             From
B-1        362463AQ4     D              CC

GSAMP Trust 2007-NC1
Series 2007-NC1
                              Rating
Class      CUSIP         To             From
B-2        3622MGAU2     D              CC

Home Equity Asset Trust 2005-5
Series 2005-5
                              Rating
Class      CUSIP         To             From
B-3        437084MR4     D              CC

Home Equity Asset Trust 2005-8
Series 2005-8
                              Rating
Class      CUSIP         To             From
B-4        437084QL3     D              CC

Home Equity Asset Trust 2005-9
Series 2005-9
                              Rating
Class      CUSIP         To             From
B-3        437084RJ7     D              CC

Home Equity Asset Trust 2006-4
Series 2006-4
                              Rating
Class      CUSIP         To             From
B-3        437084WB8     D              CC

Home Equity Asset Trust 2006-7
Series 2006-7
                              Rating
Class      CUSIP         To             From
B-1        43709NAQ6     D              CC

Home Equity Asset Trust 2006-8
Series 2006-8
                              Rating
Class      CUSIP         To             From
B-2        43709QAR7     D              CC

JPMorgan Mortgage Acquisition Corp. 2006-HE1
Series 2006-HE1
                              Rating
Class      CUSIP         To             From
M-9        46626LGQ7     D              CCC

JPMorgan Mortgage Acquisition Corp. 2006-WMC1
Series 2006-WMC1
                              Rating
Class      CUSIP         To             From
M-9        46626LJD3     D              CCC

JPMorgan Mortgage Acquisition Trust 2006-WMC3
Series 2006-WMC3
                              Rating
Class      CUSIP         To             From
M-7        46629KAN9     D              CCC

JPMorgan Mortgage Acquisition Trust 2006-WMC4
Series 2006-WMC4
                              Rating
Class      CUSIP         To             From
M-8        46630BAP1     D              CC

Long Beach Mortgage Loan Trust 2005-2
Series 2005-2
                              Rating
Class      CUSIP         To             From
B-2        542514LB8     D              CC

Long Beach Mortgage Loan Trust 2005-WL2
Series 2005-WL2
                              Rating
Class      CUSIP         To             From
B-2        542514NR1     D              CC

Long Beach Mortgage Loan Trust 2006-11
Series 2006-11
                              Rating
Class      CUSIP         To             From
B-1        542512AQ1     D              CC

Long Beach Mortgage Loan Trust 2006-3
Series 2006-3
                              Rating
Class      CUSIP         To             From
M-8        542514UU6     D              CC

Long Beach Mortgage Loan Trust 2006-4
Series 2006-4
                              Rating
Class      CUSIP         To             From
M-9        54251MAP9     D              CC

Long Beach Mortgage Loan Trust 2006-5
Series 2006-5
                              Rating
Class      CUSIP         To             From
M-9        54251PAP2     D              CC

Long Beach Mortgage Loan Trust 2006-6
Series 2006-6
                              Rating
Class      CUSIP         To             From
M-9        54251RAP8     D              CC

Long Beach Mortgage Loan Trust 2006-7
Series 2006-7
                              Rating
Class      CUSIP         To             From
M-9        54251TAP4     D              CC

Long Beach Mortgage Loan Trust 2006-8
Series 2006-8
                              Rating
Class      CUSIP         To             From
M-9        54251UAP1     D              CC
M-10       54251UAQ9     D              CC

Long Beach Mortgage Loan Trust 2006-9
Series 2006-9
                              Rating
Class      CUSIP         To             From
M-10       54251WAQ5     D              CC

Long Beach Mortgage Loan Trust 2006-WL2
Series 2006-WL2
                              Rating
Class      CUSIP         To             From
M-8        542514SM7     D              CCC

Long Beach Mortgage Loan Trust 2006-WL3
Series 2006-WL3
                              Rating
Class      CUSIP         To             From
M-7        542514TD6     D              CCC

Morgan Stanley ABS Capital I Inc. Trust 2006-WMC2
Series 2006-WMC2
                              Rating
Class      CUSIP         To             From
B-3        61749KAQ6     D              CC

Option One Mortgage Loan Trust 2006-2
Series 2006-2
                              Rating
Class      CUSIP         To             From
M-8        68402CAN4     D              CC
M-9        68402CAP9     D              CC

Option One Mortgage Loan Trust 2006-3
Series 2006-3
                              Rating
Class      CUSIP         To             From
M-10       68389BAQ6     D              CC

SG Mortgage Securities Trust 2006-FRE2
Series 2006-FRE2
                              Rating
Class      CUSIP         To             From
M-8        784208AN0     D              CC

Terwin Mortgage Trust 2006-11ABS
Series 2006-11ABS
                              Rating
Class      CUSIP         To             From
B-2        88156YAQ5     D              CC

Terwin Mortgage Trust 2006-3
Series 2006-3
                              Rating
Class      CUSIP         To             From
II-M-3     881561W59     D              CC

Terwin Mortgage Trust 2006-5
Series 2006-5
                              Rating
Class      CUSIP         To             From
I-B-2      8815613P7     D              CCC
II-M-3     881561Z98     D              CC

Terwin Mortgage Trust 2007-4HE
Series 2007-4HE
                              Rating
Class      CUSIP         To             From
M-4        88157QAE8     D              CC

Terwin Mortgage Trust Series TMTS 2005-16HE
Series 2005-16HE
                              Rating
Class      CUSIP         To             From
M-6A       881561ZT4     D              CC
M-6B       881561ZU1     D              CC

Terwin Mortgage Trust, Series TMTS 2005-14HE
Series 2005-14HE
                              Rating
Class      CUSIP         To             From
B-1        881561XX7     D              CC


* S&P Cuts 87 Ratings on 16 U.S. Subprime RMBS Deals
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 87
classes of mortgage pass-through certificates from 16 U.S.
subprime residential mortgage-backed securities transactions from
various issuers. Additionally, S&P affirmed its ratings on 97
other classes of certificates from these transactions and from two
other deals.

"The lowered ratings reflect our lifetime loss expectations
coupled with projected future deterioration in credit enhancement
due to the step-down features of 2005 subprime transactions. As
principal is released to the subordinate classes of these
transactions, less credit support will be available to absorb the
projected losses during future periods unless their triggers fail.
Based on the current collateral performance of these transactions,
we project that future credit enhancement percentages will be
insufficient to maintain the ratings at their previous levels,"
S&P says.

"Overcollateralization (O/C), excess interest, and subordination
provide credit support for all of the deals we reviewed; however,
O/C is below its target for all of the deals except for Citigroup
Mortgage Loan Trust Series 2005-OPT1 and Morgan Stanley ABS
Capital I Inc. 2005-NC1. In addition, all of the transactions are
currently passing their cumulative loss and delinquency triggers,"
S&P adds.

As of the July 2008 remittance period, cumulative losses for the
deals ranged from 1.04% (Citigroup Mortgage Loan Trust Series
2005-OPT1) to 2.83% (RASC Series 2005-KS2 Trust) of the original
principal balances. Total delinquencies ranged from 14.32% (Bear
Stearns Asset Backed Securities I Trust 2005-TC2) to 43.84% (Aames
Mortgage Investment Trust 2005-1), while serious delinquencies
(90-plus days, foreclosures, and real estate owned {REO}) ranged
from 9.04% (Bear Stearns Asset Backed Securities I Trust 2005-TC2)
to 31.05% (Carrington Mortgage Loan Trust Series 2005-NC1) of the
current principal balances. The remaining pool factors ranged from
12.22% (OwnIt Mortgage Loan Trust Series 2005-1) to 39.97% (Bear
Stearns Asset Backed Securities I Trust 2005-TC2).

The 97 rating affirmations reflect current and projected credit
support percentages that are sufficient to support the
certificates at their current rating levels as of the July 2008
distribution period.

RATINGS LOWERED

2005-CB1 Trust
Series 2005-CB1
                              Rating
Class      CUSIP         To             From
B-4        12489WKB9     B-             BB+
B-5        12489WKC7     CC             B

Aames Mortgage Investment Trust 2005-1
Series 2005-1
                              Rating
Class      CUSIP         To             From
M8         00252FBF7     B              A-
M9         00252FBG5     CCC            BBB+
B1         00252FBH3     CCC            BB
B2         00252FBJ9     CCC            B
B3         00252FBK6     CC             CCC

Accredited Mortgage Loan Trust 2005-1
Series 2005-1
                              Rating
Class      CUSIP         To             From
M-5        004375CX7     B              BBB+
M-6        004375CY5     B              BBB
M-4        004375CW9     BBB            A-

Ameriquest Mortgage Securities Inc.
Series 2005-R1
                              Rating
Class      CUSIP         To             From
M-7        03072SYE9     BB             BBB
M-8        03072SYF6     B              BB
M-9        03072SYG4     CCC            B
M-10       03072SYH2     CC             CCC
M-6        03072SYD1     BBB            BBB+

Asset Backed Securities Corp. Home Equity Loan Trust Series 2005-
HE1
Series 2005-HE1
                              Rating
Class      CUSIP         To             From
M3         04541GPK2     BB             AA-
M7         04541GPP1     CCC            BBB+
M11        04541GPT3     CC             CCC
M10        04541GPS5     CC             CCC
M9         04541GPR7     CC             B
M8         04541GPQ9     CCC            BBB
M6         04541GPN6     CCC            A-
M4         04541GPL0     B              A+
M2         04541GPJ5     BBB            AA
M5         04541GPM8     CCC            A

Bear Stearns Asset Backed Securities I Trust 2005-HE2
Series 2005-HE2
                              Rating
Class      CUSIP         To             From
M-3        073879RB6     BBB            A-
M-4        073879RC4     BB             BBB+
M-5        073879RD2     B              BBB
M-6        073879RE0     CCC            BBB-
M-7        073879RF7     CCC            BB+
M-8        073879RG5     CC             B

Centex Home Equity Loan Trust 2005-D
Series 2005-D
                              Rating
Class      CUSIP         To             From
B-3        152314PW4     CCC            BB+
B-2        152314PV6     CCC            BBB-
M-5        152314PR5     BBB            A
M-6        152314PS3     BB             A-
B-1        152314PU8     CCC            BBB
M-7        152314PT1     B              BBB+

Citigroup Mortgage Loan Trust Series 2005-OPT1
Series 2005-OPT1
                              Rating
Class      CUSIP         To             From
M-9        17307GNZ7     CC             BBB-
M-3        17307GNT1     BBB            AA-
M-4        17307GNU8     BB             A+
M-5        17307GNV6     B              A
M-6        17307GNW4     CCC            A-
M-8        17307GNY0     CCC            BBB
M-10       17307GPA0     CC             BB+
M-7        17307GNX2     CCC            BBB+

First Franklin Mortgage Loan Trust 2005-FF1
Series 2005-FF1
                              Rating
Class      CUSIP         To             From
M-2        32027NQM6     B              A+
M-3        32027NQN4     CCC            A
B-1        32027NQP9     CCC            A-
B-2        32027NQQ7     CCC            BBB+
B-3        32027NQR5     CCC            BB
B-4        32027NQS3     CC             CCC

GSAMP Trust 2005-NC1
Series 2005-NC1
                              Rating
Class      CUSIP         To             From
B-1        36242DUK7     B              BBB+
M-1        36242DUG6     A              AA
M-3        36242DUJ0     B              A-
B-2        36242DYZ0     CCC            BBB
B-3        36242DZA4     CCC            BBB-
B-4        36242DZB2     CCC            BB+
M-2        36242DUH4     BB             A

Morgan Stanley ABS Capital I Inc. Trust 2005-NC1
Series 2005 NC1
                              Rating
Class      CUSIP         To             From
B-3        61744CMT0     BB             BBB-

Morgan Stanley ABS Capital I Inc. Trust 2005-WMC1
Series 2005-WMC1
                              Rating
Class      CUSIP         To             From
M-4        61744CLX2     A              A+
B-1        61744CMA1     CCC            BBB+
B-2        61744CMB9     CCC            BBB
B-3        61744CMC7     CCC            BB
M-6        61744CLZ7     BB             A-
M-5        61744CLY0     BBB            A

New Century Home Equity Loan Trust 2005-1
Series 2005-1
                              Rating
Class      CUSIP         To             From
M-7        64352VKG5     CCC            BBB+
M-6        64352VKF7     B              A-
M-8        64352VKH3     CCC            BBB
M-9        64352VKJ9     CCC            BB
M-4        64352VKD2     BBB            A+
M-5        64352VKE0     BB             A

OwnIt Mortgage Loan Trust, Series 2005-1
Series 2005-1
                              Rating
Class      CUSIP         To             From
B-5        59020USZ9     CCC            BBB+
B-3        59020USX4     CCC            A-
B-4        59020USY2     CCC            A-

RASC Series 2005-KS2 Trust
Series 2005-KS2
                              Rating
Class      CUSIP         To             From
M-4        76110WN93     CCC            A-
B          76110WP42     CC             BBB-
M-5        76110WP26     CCC            BBB+
M-1        76110WN69     A              AA
M-3        76110WN85     CCC            A
M-2        76110WN77     CCC            A+
M-6        76110WP34     CCC            BBB

Structured Asset Investment Loan Trust 2005-2
Series 2005-2
                              Rating
Class      CUSIP         To             From
M9         86358ERJ7     CC             B
M4         86358ERD0     A              A+
M5         86358ERE8     BB             A
M8         86358ERH1     CCC            BB+
M6         86358ERF5     CCC            A-
M7         86358ERG3     CCC            BBB+

RATINGS AFFIRMED

2005-CB1 Trust
Series 2005-CB1
Class      CUSIP         Rating
M-1        12673TAH0     AA
B-1        12673TAL1     BBB+
M-3        12673TAK3     A-
B-2        12673TAM9     BBB
B-3        12673TAN7     BBB-
M-2        12673TAJ6     A

Aames Mortgage Investment Trust 2005-1
Series 2005-1
Class      CUSIP         Rating
M7         00252FBE0     A
M2         00252FAZ4     AA+
M3         00252FBA8     AA
M4         00252FBB6     AA
M5         00252FBC4     AA-
M6         00252FBD2     A+

Accredited Mortgage Loan Trust 2005-1
Series 2005-1
Class      CUSIP         Rating
A-1B       004375CP4     AAA
A-2C       004375CS8     AAA
M-1        004375CT6     AA
M-2        004375CU3     A+
M-3        004375CV1     A
A-1A       004375CN9     AAA

Ameriquest Mortgage Securities Inc.
Series 2005-R1
Class      CUSIP         Rating
A-3C       03072SXW0     AAA
M-5        03072SYC3     A-
A-3B       03072SXV2     AAA
M-1        03072SXY6     AA
M-2        03072SXZ3     AA-
A-1A       03072SXQ3     AAA
M-3        03072SYA7     A+
M-4        03072SYB5     A
A-2A       03072SXS9     AAA

Asset Backed Securities Corporation Home Equity Loan Trust, Series
2005-HE1
Series 2005-HE1
Class      CUSIP         Rating
M1         04541GPH9     AA+

Bear Stearns Asset Backed Securities I Trust 2005-HE2
Series 2005-HE2
Class      CUSIP         Rating
M-2        073879RA8     A
M-1        073879QZ4     AA

Bear Stearns Asset Backed Securities I Trust 2005-TC2
Series 2005-TC2
Class      CUSIP         Rating
M-7        073879E87     BB+
A-3        073879D96     AAA
A-2        073879D88     AAA
M-1        073879E20     AA
M-2        073879E38     A
M-3        073879E46     A-
M-4        073879E53     BBB+
M-6        073879E79     BBB-
M-8        073879E95     BB
M-5        073879E61     BBB

Carrington Mortgage Loan Trust, Series 2005-NC1
Series 2005-NC1
Class      CUSIP         Rating
M-5        144531BF6     A-
M-3        144531BD1     AA-
M-1        144531BB5     AA
M-2        144531BC3     AA
M-4        144531BE9     A
M-6        144531BG4     BBB+
M-7        144531BH2     BBB
M-8        144531BK5     BB+
M-9        144531BL3     B

Centex Home Equity Loan Trust 2005-D
Series 2005-D
Class      CUSIP         Rating
M-1        152314PM6     AA+
M-4        152314PQ7     A+
M-2        152314PN4     AA
AV-2       152314PL8     AAA
AF-6       152314PJ3     AAA
AF-5       152314PH7     AAA
AF-4       152314PG9     AAA
M-3        152314PP9     AA-
AF-3       152314PF1     AAA

Citigroup Mortgage Loan Trust, Series 2005-OPT1
Series 2005-OPT1
Class      CUSIP         Rating
M-2        17307GNS3     AA
M-1        17307GNR5     AA+

First Franklin Mortgage Loan Trust 2005-FF1
Series 2005-FF1
Class      CUSIP         Rating
M-1        32027NQL8     AA
A-2C       32027NQU8     AAA
A-1A       32027NQE4     AAA
A-1B       32027NQF1     AAA

Morgan Stanley ABS Capital I Inc. Trust 2005-NC1
Series 2005 NC1
Class      CUSIP         Rating
A-1ss      61744CMD5     AAA
B-2        61744CMS2     BBB
B-1        61744CMR4     BBB+
M-6        61744CMQ6     A-
M-5        61744CMP8     A
M-4        61744CMN3     A+
M-3        61744CMM5     AA-
M-2        61744CML7     AA
M-1        61744CMK9     AA
A-2c       61744CMH6     AAA

Morgan Stanley ABS Capital I Inc. Trust 2005-WMC1
Series 2005-WMC1
Class      CUSIP         Rating
M-1        61744CLU8     AA+
M-2        61744CLV6     AA
M-3        61744CLW4     AA-

New Century Home Equity Loan Trust 2005-1
Series 2005-1
Class      CUSIP         Rating
M-2        64352VKB6     AA
M-1        64352VKA8     AA
A-1ss      64352VJU6     AAA
A-2c       64352VJY8     AAA
M-3        64352VKC4     AA-

OwnIt Mortgage Loan Trust, Series 2005-1
Series 2005-1
Class      CUSIP         Rating
M-1        59020USE6     AA+
B-1        59020USV8     A+
B-2        59020USW6     A+
M-3        59020USG1     AA
M-2        59020USF3     AA

RASC Series 2005-KS2 Trust
Series 2005-KS2
Class      CUSIP         Rating
A-II-2     76110WP67     AAA
A-II-1     76110WP59     AAA
A-1-3      76110WN51     AAA

Structured Asset Investment Loan Trust 2005-2
Series 2005-2
Class      CUSIP         Rating
M3         86358ERC2     AA-
M2         86358ERB4     AA
A6         86358EQZ2     AAA
A5         86358EQY5     AAA
A4         86358EQX7     AAA
A1         86358EQU3     AAA
M1         86358ERA6     AA+


* S&P Says More Passengers Mean Better US Airport Credit Profiles
-----------------------------------------------------------------
When it comes to airports in the U.S., size often matters, says a
new report published today by Standard & Poor's Ratings Services.

The report, entitled "2008 U.S. Airport Medians Report," examines
selected financial ratios for the 77 unique U.S. airport credits
that the firm rates.  "Generally speaking, based on our analysis
of the statistics, we believe that larger airports, based on
passenger volume, tend to have better credit ratings," said
Standard & Poor's credit analyst Joseph Pezzimenti.

Among the key findings: Higher-rated airports typically have
higher levels of passenger activity, a gauge for the size of the
market the airport serves. 'AA' rated airport credits have a
median value of 17.5 million enplanements based on 2006 data,
compared with 4.8 million and 1.1 million for the 'A' and 'BBB'
categories, respectively. Enplanement growth remained relatively
flat for the 'A' and 'BBB' categories, while the 'AA' rating
category had a slight increase.   

However, among the large hub airports, those that serve
predominately the local passenger market (origination and
destination or O&D facilities) versus connecting passengers are
generally rated higher and demonstrate better key credit metrics.
The median value for GARB debt per enplanement for connecting hubs
is $94.53, which is markedly higher than the $65.54 median value
for O&D facilities. In addition, O&D facilities tend to have
better revenue diversity than connecting hubs. The median value
for passenger airline revenue as a percent of total operating
revenue for O&D facilities is 36.1% compared to 48.3% for
connecting hubs. O&D facilities typically benefit from drawing
more from non-aeronautical revenue sources such automobile parking
and rental cars than connecting hubs.

Standard & Poor's has 94 underlying GARB ratings across the 77
airport credits. All the ratings are investment-grade.


* S&P Says US Commercial Lines Insurance Sector Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on the
U.S. commercial lines property/casualty insurance sector to
negative from stable.

Standard & Poor's credit analyst John Iten explained that "our
decision to revise the sector outlook reflects our concern over
two issues, the ongoing decline in pricing for commercial lines
and decreases in investment income."

Price competition persists across virtually all commercial lines,
with prices continuing to decline, albeit at a somewhat moderated
pace in the second quarter. Based on industry pricing surveys and
information that companies provided in their second-quarter
earnings releases, we believe pricing in the second quarter for
renewal business declined at a mid-single-digit rate in most lines
and at a low-double-digit rate for new business. "Although some
companies and outside observers have suggested that the rate of
deterioration might have bottomed out in the second quarter, rates
are still declining steadily," Mr. Iten said. "Absent an
extraordinary event, we do not see anything reversing the general
downward direction of rates over the next six to 12 months."

"Over the next 12-18 months, this decline in rates will adversely
affect underwriting results. We expect that full-year 2008
underwriting results for most commercial lines writers will remain
relatively strong, with the U.S. property/casualty industry's
combined ratio still less than 100%. (The combined ratio is a
measure of underwriting profitability. The lower the combined
ratio, the better, and a combined ratio of more than 100% means
there was an underwriting loss.) However, we believe underwriting
performance will deteriorate through the remainder of 2008 and
through much of 2009.

"Other factors contributing to the outlook revision are the worse-
than-anticipated deterioration in net investment income through
the first half of 2008 and the significant increase in net
unrealized investment losses, reflecting continued developments in
credit markets. Although for the most part property/casualty
companies maintain asset portfolios with less volatility than
those of many other types of financial institutions, as we have
seen over the past year, market disruptions can have significant
effects on the performance of individual companies, especially
those with long-tail liabilities.

"We last revised our outlook on the U.S. commercial lines
property/casualty sector in June 2005. At that time, we had
revised the outlook to stable from negative as our concerns abated
over the impact of regulatory investigations into anti-competitive
industry practices. These investigations began in November 2004,
with the New York attorney general filing a lawsuit against Marsh
Inc. (an affiliate of Marsh & McLennan Cos.) alleging price-fixing
activity in the excess casualty market.

In 2008 through mid August, the number of upgrades in the U.S.
commercial lines sector actually exceeded the number of downgrades
by a margin of four to  two. "However," Mr. Iten added, "at this
point, we see few -- if any -- of our rated insurers as likely
upgrade candidates over the next 12 months. Meanwhile, as
underwriting results continue to deteriorate, we expect the number
of commercial lines companies with negative outlooks to increase
by year-end 2008 and downgrades to exceed upgrades in 2009." The
decline in operating performance could worsen if there is no
recovery in the credit markets and unrealized capital losses lead
to higher impairment charges on insurers' fixed-income portfolios.


* S&P Says 5 Sectors' Credit Quality Should Survive Weak Economy
----------------------------------------------------------------
Standard & Poor's Ratings Services believes that, despite the weak
U.S. economy, there are corporate sectors that should see little
credit quality deterioration in this economic slump. According to
"Five U.S. Industries Where Credit Quality Is Withstanding the
Downturn," published on S&P's RatingsDirect, many companies in the
oil & gas, defense, pharmaceutical, technology, and consumer-non-
durable goods sectors are demonstrating stronger credit profiles
than many of their corporate peers at this time.

Many of the companies in sectors maintaining -- and in some cases
even improving -- their credit profiles are less dependent than
others on consumer spending patters, tend to have diversified
businesses and global customer bases that bring in substantial
revenue from outside the U.S., and receive direct or indirect
support from the federal government. These companies are also
generally less prone to utilize share-buybacks or become involved
in mergers, acquisitions, and leveraged buyouts, all of which can
raise debt levels and impair credit quality.

Although credit quality issues have dogged some industries
throughout the summer of 2008 -- notably autos, airlines, and
finance -- there are sectors that are managing to keep their heads
above water. People are unwilling, for instance, to cut back on
medicines they need, even during a recession, making the
pharmaceutical industry more resilient to this downturn. But
maintaining credit quality in the near term is no guarantee that
industry-specific problems will not result in problems down the
road. But for now, these are five sectors that should turn out to
be islands of stability during a flood of economic bad news.


* S&P Says Large Regional US Banks Show Mixed 2nd-Quarter Results
-----------------------------------------------------------------
The large regional U.S. banks in Standard & Poor's Ratings
Services' rated universe had mixed results in the second quarter
(ended June 30, 2008) according to a report titled, "Large
Regional U.S. Banks’ Fundamental Earning Platforms Struggle In
Second-Quarter 2008."

Banks that rely primarily on income from lending continued to
struggle through credit challenges, outsize loss provisions, and
noncash charges in the forms of goodwill impairment or structured
lease transactions. The large regional banks whose revenue streams
rely more on noninterest fee income all produced good results.

"With economic indicators showing a greater likelihood of
recession, we anticipate lower earnings through early 2009 due to
further credit weakness in housing and investor real estate, as
well as some decline in the retail and consumer sectors," said
Standard & Poor's credit analyst Dan Teclaw.


* BOND PRICING: For the Week of Aug. 11 - Aug.15, 2008
------------------------------------------------------

Issuer                     Coupon     Maturity     Bid Price
------                     ------     --------     ---------  
AIRTRAN HOLDINGS            7.000%    7/1/2023         69.80      
ABC RAIL PRODUCT           10.500%    1/15/2004         0.00       
BOWATER INC                 9.500%    10/15/2012       63.00      
BOWATER INC                 6.500%    6/15/2013        60.49      
AMBAC INC                   5.950%    12/5/2035        52.00      
AMBAC INC                   6.150%    2/7/2087         38.00      
AMERICREDIT CORP            0.750%    9/15/2011        60.38      
AMERICREDIT CORP            2.125%    9/15/2013        56.82      
ACCURIDE CORP               8.500%    2/1/2015         66.38      
ALESCO FINANCIAL            7.625%    5/15/2027        34.50      
ANTIGENICS                  5.250%    2/1/2025         61.50      
ATHEROGENICS INC            4.500%    3/1/2011         11.30      
ATHEROGENICS INC            1.500%    2/1/2012         10.63      
AHERN RENTALS               9.250%    8/15/2013        68.50      
ALLEGIANCE TEL             11.750%    2/15/2008         0.00       
ALLEGIANCE TEL             12.875%    5/15/2008         0.00       
LUCENT TECH                 6.500%    1/15/2028        69.00      
AMD                         5.750%    8/15/2012        67.19      
AMD                         6.000%    5/1/2015         56.64      
AMD                         6.000%    5/1/2015         56.44      
AMES TRUE TEMPER           10.000%    7/15/2012        65.63      
AMBASSADORS INTL            3.750%    4/15/2027        53.00      
AMR CORP                    9.200%    1/30/2012        57.00      
AMR CORP                    9.000%    8/1/2012         66.25      
AMR CORP                    9.000%    9/15/2016        70.00      
AMR CORP                   10.200%    3/15/2020        52.63      
AMR CORP                   10.150%    5/15/2020        49.95      
AMR CORP                    9.880%    6/15/2020        56.75      
AMR CORP                   10.000%    4/15/2021        49.07      
AMR CORP                    9.750%    8/15/2021        53.50      
AMR CORP                    9.800%    10/1/2021        59.50      
ASHTON WOODS USA            9.500%    10/1/2015        58.25      
ASPECT MEDICAL              2.500%    6/15/2014        57.38      
AVENTINE RENEW             10.000%    4/1/2017         68.75      
AMER AXLE & MFG             5.250%    2/11/2014        54.00      
AMER AXLE & MFG             7.875%    3/1/2017         60.00      
BANK NEW ENGLAND            9.500%    2/15/1996        17.00      
BANK NEW ENGLAND            8.750%    4/1/1999          8.00       
BANK NEW ENGLAND            9.875%    9/15/1999         4.95       
BB&T CAPT TR IV             6.820%    6/12/2057        69.00      
BUDGET GROUP INC            9.125%    4/1/2006          0.09       
BEARINGPOINT INC            4.100%    12/15/2024       36.04      
BALLY TOTAL FITN           13.000%    7/15/2011        45.00      
BANKUNITED CAP              3.125%    3/1/2034         30.13      
BURLINGTON NORTH            3.200%    1/1/2045         54.09      
NORTHERN PAC RY             3.000%    1/1/2047         51.88      
NORTHERN PAC RY             3.000%    1/1/2047         52.63      
BUFFETS INC                12.500%    11/1/2014         3.00       
BOISE CASCADE               7.125%    10/15/2014       65.00      
BON-TON DEPT STR           10.250%    3/15/2014        49.00      
BRODER BROS CO             11.250%    10/15/2010       69.75      
BEAZER HOMES USA            6.500%    11/15/2013       64.62      
BEAZER HOMES USA            6.875%    7/15/2015        65.25      
BEAZER HOMES USA            8.125%    6/15/2016        70.75      
AVIS BUDGET CAR             7.625%    5/15/2014        72.75      
AVIS BUDGET CAR             7.750%    5/15/2016        70.25      
VIACOM INC                  5.500%    5/15/2033        70.98      
COGENT COMMUNICA            1.000%    6/15/2027        51.96      
COMPUCREDIT                 3.625%    5/30/2025        38.21      
COMPUCREDIT                 5.875%    11/30/2035       39.00      
CLEAR CHANNEL               5.000%    3/15/2012        63.25      
CLEAR CHANNEL               5.750%    1/15/2013        59.50      
CLEAR CHANNEL               5.500%    9/15/2014        49.50      
CLEAR CHANNEL               4.900%    5/15/2015        47.00      
CLEAR CHANNEL               5.500%    12/15/2016       48.00      
CLEAR CHANNEL               6.875%    6/15/2018        47.50      
CLEAR CHANNEL               7.250%    10/15/2027       45.28      
COEUR D'ALENE               3.250%    3/15/2028        67.13      
CHAMPION ENTERPR            2.750%    11/1/2037        49.46      
WHEELING-PITT ST            5.000%    8/1/2011         60.00      
CHARMING SHOPPES            1.125%    5/1/2014         68.80      
CHARTER COMM LP             5.875%    11/16/2009       64.00      
CHARTER COMM HLD           11.125%    1/15/2011        56.16      
CHARTER COMM HLD           11.750%    5/15/2011        65.00      
CCH I LLC                  11.125%    1/15/2014        53.00      
CCH I LLC                   9.920%    4/1/2014         52.75      
CCH I LLC                  10.000%    5/15/2014        53.43      
CHARTER COMM LP             6.500%    10/1/2027        42.00      
CIENA CORP                  0.875%    6/15/2017        65.99      
CIT GROUP INC               5.250%    11/15/2011       68.00      
CIT GROUP INC               6.250%    1/15/2013        68.65      
CIT GROUP INC               7.250%    3/15/2013        68.68      
CIT GROUP INC               5.125%    9/30/2014        69.88      
CIT GROUP INC               5.300%    8/15/2015        65.00      
CIT GROUP INC               6.200%    8/15/2016        61.00      
CIT GROUP INC               5.850%    9/15/2016        70.26      
CIT GROUP INC               5.950%    9/15/2016        59.00      
CIT GROUP INC               6.050%    9/15/2016        60.00      
CIT GROUP INC               6.000%    11/15/2016       61.00      
CIT GROUP INC               5.800%    12/15/2016       55.82      
CIT GROUP INC               5.650%    2/13/2017        71.75      
CIT GROUP INC               6.150%    9/15/2021        53.08      
CIT GROUP INC               6.250%    9/15/2021        62.17      
CIT GROUP INC               6.250%    11/15/2021       54.52      
CIT GROUP INC               5.900%    3/15/2022        51.51      
CIT GROUP INC               6.150%    6/15/2022        63.00      
CIT GROUP INC               6.000%    4/1/2036         69.00      
CIT GROUP INC               6.100%    3/15/2067        40.01      
COLLINS & AIKMAN           10.750%    12/31/2011        0.06       
CLAIRE'S STORES             9.250%    6/1/2015         43.00      
CLAIRE'S STORES             9.625%    6/1/2015         31.00      
CLAIRE'S STORES            10.500%    6/1/2017         34.75      
COMERICA CAP TR             6.576%    2/20/2037        52.00      
CMP SUSQUEHANNA             9.875%    5/15/2014        63.50      
NEW PLAN REALTY             7.970%    8/14/2026        65.00      
NEW PLAN REALTY             7.650%    11/2/2026        64.20      
NEW PLAN REALTY             7.680%    11/2/2026        64.00      
NEW PLAN REALTY             6.900%    2/15/2028        60.60      
NEW PLAN REALTY             6.900%    2/15/2028        61.65      
NEW PLAN EXCEL              7.500%    7/30/2029        62.02      
NEW ORL GRT N RR            5.000%    7/1/2032         57.81      
CONSTAR INTL               11.000%    12/1/2012        40.00      
HIBERNIA CORP               5.350%    5/1/2014         69.62      
COOPER-STANDARD             8.375%    12/15/2014       74.50      
COMPLETE MGMT               8.000%    8/15/2003        99.98      
CAPITALSOURCE               3.500%    7/15/2034        70.00      
CAPITALSOURCE               4.000%    7/15/2034        68.50      
CELL THERAPEUTIC            5.750%    12/15/2011       20.50      
DELTA AIR LINES             8.000%    12/1/2015        35.00      
DECODE GENETICS             3.500%    4/15/2011        32.10      
DILLARD DEPT STR            7.750%    5/15/2027        64.00      
DELPHI CORP                 6.500%    8/15/2013        12.50      
DELPHI CORP                 8.250%    10/15/2033        0.01       
DELPHI CORP                 6.197%    11/15/2033        0.88       
EPIX MEDICAL INC            3.000%    6/15/2024        61.00      
ENCOMPASS SERVIC           10.500%    5/1/2009          0.01       
EXODUS COMM INC             5.250%    2/15/2008         0.01       
EXODUS COMM INC             4.750%    7/15/2008         0.01       
ADVANCED MED OPT            3.250%    8/1/2026         68.76      
ADVANCED MED OPT            3.250%    8/1/2026         67.22      
FORD MOTOR CRED             5.700%    3/22/2010        69.78      
FORD MOTOR CRED             6.000%    12/20/2010       70.00      
FORD MOTOR CRED             5.000%    1/20/2011        67.93      
FORD MOTOR CRED             5.000%    2/22/2011        68.46      
FORD MOTOR CRED             5.100%    2/22/2011        70.00      
FORD MOTOR CRED             5.350%    2/22/2011        67.83      
FORD MOTOR CRED             5.200%    3/21/2011        63.00      
FORD MOTOR CRED             5.300%    3/21/2011        67.39      
FORD MOTOR CRED             5.450%    4/20/2011        65.18      
FORD MOTOR CRED             5.500%    4/20/2011        67.65      
FORD MOTOR CRED             5.600%    4/20/2011        65.43      
FORD MOTOR CRED             5.700%    5/20/2011        69.00      
FORD MOTOR CRED             6.150%    5/20/2011        68.50      
FORD MOTOR CRED             6.050%    6/20/2011        66.02      
FORD MOTOR CRED             6.250%    6/20/2011        64.75      
FORD MOTOR CRED             6.250%    6/20/2011        66.54      
FORD MOTOR CRED             5.650%    7/20/2011        63.80      
FORD MOTOR CRED             5.900%    7/20/2011        66.17      
FORD MOTOR CRED             5.900%    7/20/2011        67.03      
FORD MOTOR CRED             5.550%    8/22/2011        64.57      
FORD MOTOR CRED             5.600%    8/22/2011        67.50      
FORD MOTOR CRED             5.750%    8/22/2011        68.43      
FORD MOTOR CRED             5.800%    8/22/2011        65.43      
US LEASING INTL             6.000%    9/6/2011         65.50      
FORD MOTOR CRED             5.250%    9/20/2011        64.00      
FORD MOTOR CRED             5.400%    9/20/2011        65.00      
FORD MOTOR CRED             5.500%    9/20/2011        61.72      
FORD MOTOR CRED             5.600%    9/20/2011        64.75      
FORD MOTOR CRED             5.400%    10/20/2011       64.03      
FORD MOTOR CRED             5.400%    10/20/2011       59.98      
FORD MOTOR CRED             5.450%    10/20/2011       68.50      
FORD MOTOR CRED             5.600%    11/21/2011       57.88      
FORD MOTOR CRED             5.600%    11/21/2011       63.02      
FORD MOTOR CRED             5.650%    11/21/2011       68.08      
FORD MOTOR CRED             5.650%    12/20/2011       61.90      
FORD MOTOR CRED             5.700%    12/20/2011       62.97      
FORD MOTOR CRED             5.750%    12/20/2011       68.50      
FORD MOTOR CRED             5.700%    1/20/2012        63.85      
FORD MOTOR CRED             5.850%    1/20/2012        64.19      
FORD MOTOR CRED             6.000%    1/20/2012        64.18      
FORD MOTOR CRED             5.750%    2/21/2012        66.45      
FORD MOTOR CRED             5.900%    2/21/2012        63.78      
FORD MOTOR CRED             6.250%    2/21/2012        64.54      
FORD MOTOR CRED             6.050%    3/20/2012        59.81      
FORD MOTOR CRED             7.000%    8/15/2012        63.42      
FORD MOTOR CRED             6.520%    3/10/2013        59.82      
FORD MOTOR CRED             6.850%    9/20/2013        58.08      
FORD MOTOR CRED             7.050%    9/20/2013        56.56      
FORD MOTOR CRED             7.100%    9/20/2013        54.24      
FORD MOTOR CRED             7.100%    9/20/2013        57.00      
FORD MOTOR CRED             6.600%    10/21/2013       55.80      
FORD MOTOR CRED             6.650%    10/21/2013       54.25      
FORD MOTOR CRED             6.750%    10/21/2013       54.07      
FORD MOTOR CRED             6.250%    12/20/2013       54.13      
FORD MOTOR CRED             6.250%    12/20/2013       56.25      
FORD MOTOR CRED             6.500%    12/20/2013       58.38      
FORD MOTOR CRED             6.550%    12/20/2013       54.45      
FORD MOTOR CRED             5.650%    1/21/2014        49.27      
FORD MOTOR CRED             5.750%    1/21/2014        55.00      
FORD MOTOR CRED             6.000%    1/21/2014        57.00      
FORD MOTOR CRED             5.750%    2/20/2014        57.86      
FORD MOTOR CRED             5.750%    2/20/2014        49.67      
FORD MOTOR CRED             5.900%    2/20/2014        53.30      
FORD MOTOR CRED             6.050%    2/20/2014        52.72      
FORD MOTOR CRED             6.000%    3/20/2014        57.33      
FORD MOTOR CRED             6.000%    3/20/2014        54.50      
FORD MOTOR CRED             6.000%    3/20/2014        65.40      
FORD MOTOR CRED             6.000%    3/20/2014        63.00      
FORD MOTOR CRED             6.050%    3/20/2014        56.00      
FORD MOTOR CRED             6.050%    4/21/2014        55.50      
FORD MOTOR CRED             6.200%    4/21/2014        52.03      
FORD MOTOR CRED             6.250%    4/21/2014        54.16      
FORD MOTOR CRED             6.350%    4/21/2014        57.06      
FORD MOTOR CRED             6.300%    5/20/2014        57.00      
FORD MOTOR CRED             6.300%    5/20/2014        51.70      
FORD MOTOR CRED             6.850%    5/20/2014        53.88      
FORD MOTOR CRED             6.950%    5/20/2014        47.50      
FORD MOTOR CRED             6.650%    6/20/2014        69.40      
FORD MOTOR CRED             6.750%    6/20/2014        52.58      
FORD MOTOR CRED             6.800%    6/20/2014        66.40      
FORD MOTOR CRED             6.800%    6/20/2014        55.00      
FORD MOTOR CRED             6.850%    6/20/2014        55.00      
FORD MOTOR CRED             6.550%    7/21/2014        52.83      
FORD MOTOR CRED             6.000%    11/20/2014       54.65      
FORD MOTOR CRED             6.000%    11/20/2014       45.50      
FORD MOTOR CRED             6.000%    11/20/2014       50.00      
FORD MOTOR CRED             6.050%    12/22/2014       60.35      
FORD MOTOR CRED             6.050%    12/22/2014       53.00      
FORD MOTOR CRED             6.050%    12/22/2014       49.20      
FORD MOTOR CRED             6.150%    12/22/2014       44.50      
FORD MOTOR CRED             6.000%    1/20/2015        46.53      
FORD MOTOR CRED             6.150%    1/20/2015        59.95      
FORD MOTOR CRED             6.250%    1/20/2015        51.00      
FORD MOTOR CRED             6.000%    2/20/2015        48.76      
FORD MOTOR CRED             6.050%    2/20/2015        52.63      
FORD MOTOR CRED             6.100%    2/20/2015        51.12      
FORD MOTOR CRED             6.500%    2/20/2015        50.91      
FORD MOTOR CRED             6.200%    3/20/2015        49.25      
FORD MOTOR CRED             6.250%    3/20/2015        51.25      
FORD MOTOR CRED             6.500%    3/20/2015        54.00      
FORD MOTOR CRED             6.800%    3/20/2015        50.70      
FORD MOTOR CRED             7.300%    4/20/2015        51.16      
FORD MOTOR CRED             7.900%    5/18/2015        62.58      
FORD MOTOR CRED             7.350%    9/15/2015        59.32      
FORD MOTOR CRED             7.550%    9/30/2015       100.40     
FORD MOTOR CRED             7.250%    7/20/2017        63.90      
FORD MOTOR CRED             7.400%    8/21/2017        46.93      
FORD MOTOR CO               6.500%    8/1/2018         52.75      
FORD HOLDINGS               9.375%    3/1/2020         51.49      
FORD MOTOR CO               9.215%    9/15/2021        54.00      
FORD MOTOR CO               8.875%    1/15/2022        52.25      
FORD MOTOR CO               7.125%    11/15/2025       47.00      
FORD MOTOR CO               7.500%    8/1/2026         46.00      
FORD MOTOR CO               6.625%    2/15/2028        43.27      
FORD MOTOR CO               6.625%    10/1/2028        47.88      
FORD MOTOR CO               6.375%    2/1/2029         46.50      
FORD HOLDINGS               9.300%    3/1/2030         53.00      
FORD MOTOR CO               7.450%    7/16/2031        54.00      
FORD MOTOR CO               8.900%    1/15/2032        52.02      
FORD MOTOR CO               9.950%    2/15/2032        57.68      
FORD MOTOR CRED             7.500%    8/20/2032        50.16      
FORD MOTOR CO               7.750%    6/15/2043        44.25      
FORD MOTOR CO               7.400%    11/1/2046        45.37      
FORD MOTOR CO               9.980%    2/15/2047        58.00      
FORD MOTOR CO               7.700%    5/15/2097        51.38      
FRANKLIN BANK               4.500%    5/1/2027         26.50      
FIRST DATA CORP             5.625%    11/1/2011        65.02      
FIRST DATA CORP             4.700%    8/1/2013         56.13      
FIRST DATA CORP             4.850%    10/1/2014        38.65      
FIRST DATA CORP             4.950%    6/15/2015        40.10      
FIFTH THIRD CAP             6.500%    4/15/2037        54.00      
FEDDERS NORTH AM            9.875%    3/1/2014          1.28       
FREMONT GEN CORP            7.875%    3/17/2009        48.00      
FINLAY FINE JWLY            8.375%    6/1/2012         34.00      
FINOVA GROUP                7.500%    11/15/2009       12.06      
FRONTIER AIRLINE            5.000%    12/15/2025       25.00      
CITIZENS UTIL CO            7.000%    11/1/2025        75.00      
CITIZENS UTIL CO            7.450%    7/1/2035         69.25      
CITIZENS UTIL CO            7.050%    10/1/2046        66.00      
FIBERTOWER CORP             9.000%    11/15/2012       69.00      
FIVE STAR QUALIT            3.750%    10/15/2026       64.09      
MEDIANEWS GROUP             6.875%    10/1/2013        42.00      
MEDIANEWS GROUP             6.375%    4/1/2014         42.00      
GOLDEN BOOKS PUB           10.750%    12/31/2004        0.01       
GLOBAL INDUS LTD            2.750%    8/1/2027         61.13      
GLOBAL INDUS LTD            2.750%    8/1/2027         58.81      
GENERAL MOTORS              7.200%    1/15/2011        66.98      
GENERAL MOTORS              9.450%    11/1/2011        63.50      
GENERAL MOTORS              7.125%    7/15/2013        56.00      
GENERAL MOTORS              7.700%    4/15/2016        53.50      
GENERAL MOTORS              8.800%    3/1/2021         53.00      
GENERAL MOTORS              9.400%    7/15/2021        54.03      
GENERAL MOTORS              8.250%    7/15/2023        51.00      
GENERAL MOTORS              8.100%    6/15/2024        46.50      
GENERAL MOTORS              7.400%    9/1/2025         45.50      
GENERAL MOTORS              6.750%    5/1/2028         44.00      
GENERAL MOTORS              8.375%    7/15/2033        52.50      
GENERAL MOTORS              7.375%    5/23/2048        40.50      
GMAC                        7.550%    8/15/2010        68.20      
GMAC                        8.500%    10/15/2010       64.36      
GMAC LLC                    6.000%    4/1/2011         62.00      
GMAC                        6.750%    9/15/2011        63.05      
GMAC                        6.625%    10/15/2011       61.89      
GMAC                        6.750%    10/15/2011       56.20      
GMAC                        6.750%    10/15/2011       59.12      
GMAC                        7.000%    10/15/2011       63.25      
GMAC LLC                    6.000%    12/15/2011       61.50      
GMAC LLC                    6.500%    5/15/2012        62.94      
GMAC LLC                    6.625%    5/15/2012        61.50      
GMAC LLC                    6.500%    6/15/2012        63.14      
GMAC LLC                    6.500%    6/15/2012        63.14      
GMAC LLC                    6.600%    6/15/2012        63.40      
GMAC LLC                    6.600%    6/15/2012        63.40      
GMAC                        6.500%    7/15/2012        58.27      
GMAC LLC                    6.700%    7/15/2012        63.14      
GMAC LLC                    6.750%    7/15/2012        51.25      
GMAC LLC                    7.000%    7/15/2012        63.94      
GMAC LLC                    7.100%    7/15/2012        52.25      
GMAC LLC                    7.150%    7/15/2012        59.26      
GMAC                        7.125%    8/15/2012        47.88      
GMAC                        7.250%    8/15/2012        52.25      
GMAC                        6.875%    8/28/2012        60.50      
GMAC                        6.750%    9/15/2012        50.00      
GMAC                        6.750%    9/15/2012        51.34      
GMAC                        7.000%    9/15/2012        62.50      
GMAC                        7.100%    9/15/2012        47.88      
GMAC                        8.250%    9/15/2012        56.36      
GMAC                        6.750%    10/15/2012       50.00      
GMAC                        6.875%    10/15/2012       56.40      
GMAC                        7.000%    10/15/2012       54.75      
GMAC                        7.500%    10/15/2012       55.50      
GMAC                        7.750%    10/15/2012       51.20      
GMAC                        7.000%    11/15/2012       49.70      
GMAC                        7.150%    11/15/2012       47.50      
GMAC                        7.625%    11/15/2012       51.46      
GMAC                        7.875%    11/15/2012       50.99      
GMAC                        7.000%    12/15/2012       51.18      
GMAC                        7.125%    12/15/2012       53.50      
GMAC                        7.250%    12/15/2012       50.30      
GMAC                        7.250%    12/15/2012       52.88      
GMAC                        7.000%    1/15/2013        53.25      
GMAC                        7.100%    1/15/2013        46.88      
GMAC                        7.100%    1/15/2013        50.44      
GMAC                        6.450%    2/15/2013        47.85      
GMAC                        6.500%    2/15/2013        46.88      
GMAC                        6.650%    2/15/2013        48.06      
GMAC                        6.800%    2/15/2013        49.07      
GMAC                        6.250%    3/15/2013        50.40      
GMAC                        6.300%    3/15/2013        51.97      
GMAC                        6.400%    3/15/2013        51.27      
GMAC                        6.500%    3/15/2013        47.25      
GMAC                        6.500%    4/15/2013        49.25      
GMAC                        6.750%    4/15/2013        46.30      
GMAC                        6.750%    4/15/2013        47.00      
GMAC                        6.800%    4/15/2013        45.50      
GMAC                        6.875%    4/15/2013        46.00      
GMAC                        5.850%    5/15/2013        44.18      
GMAC                        6.100%    5/15/2013        52.76      
GMAC                        6.350%    5/15/2013        44.66      
GMAC                        6.500%    5/15/2013        52.06      
GMAC                        5.700%    6/15/2013        50.50      
GMAC                        5.850%    6/15/2013        47.96      
GMAC                        5.850%    6/15/2013        43.83      
GMAC                        5.850%    6/15/2013        46.22      
GMAC                        6.500%    6/15/2013        43.00      
GMAC                        6.000%    7/15/2013        49.33      
GMAC                        6.250%    7/15/2013        45.00      
GMAC                        6.375%    8/1/2013         44.00      
GMAC                        6.500%    8/15/2013        53.25      
GMAC                        6.150%    9/15/2013        79.98      
GMAC                        5.700%    10/15/2013       44.75      
GMAC                        6.250%    10/15/2013       44.38      
GMAC                        6.300%    10/15/2013       51.00      
GMAC                        6.000%    11/15/2013       47.00      
GMAC                        6.100%    11/15/2013       47.92      
GMAC                        6.150%    11/15/2013       46.00      
GMAC                        6.200%    11/15/2013       49.44      
GMAC                        6.250%    11/15/2013       50.00      
GMAC                        6.300%    11/15/2013       43.00      
GMAC                        6.500%    11/15/2013       48.00      
GMAC                        5.700%    12/15/2013       47.83      
GMAC                        5.900%    12/15/2013       45.17      
GMAC                        5.900%    12/15/2013       41.00      
GMAC                        6.000%    12/15/2013       48.84      
GMAC                        6.150%    12/15/2013       46.58      
GMAC                        5.250%    1/15/2014        44.88      
GMAC                        5.350%    1/15/2014        43.31      
GMAC                        5.750%    1/15/2014        54.68      
GMAC                        6.375%    1/15/2014        45.31      
GMAC                        6.700%    5/15/2014        46.05      
GMAC                        6.700%    5/15/2014        40.82      
GMAC                        6.700%    6/15/2014        43.06      
GMAC                        6.750%    6/15/2014        45.55      
GMAC                        6.750%    12/1/2014        55.94      
GMAC                        9.000%    7/15/2015        51.38      
GMAC                        8.000%    8/15/2015        52.04      
GMAC                        8.400%    8/15/2015        48.33      
GMAC                        8.650%    8/15/2015        47.38      
GMAC                        6.750%    7/15/2016        42.00      
GMAC                        6.600%    8/15/2016        45.25      
GMAC                        6.700%    8/15/2016        43.14      
GMAC                        6.750%    8/15/2016        41.50      
GMAC                        6.875%    8/15/2016        42.57      
GMAC                        6.750%    9/15/2016        42.00      
GMAC                        7.375%    11/15/2016       42.71      
GMAC                        7.500%    11/15/2016       43.25      
GMAC                        6.750%    6/15/2017        41.00      
GMAC                        6.900%    6/15/2017        40.86      
GMAC                        6.950%    6/15/2017        39.85      
GMAC                        7.000%    6/15/2017        40.88      
GMAC                        7.000%    7/15/2017        42.74      
GMAC                        7.500%    8/15/2017        42.56      
GMAC                        7.250%    9/15/2017        41.20      
GMAC                        7.250%    9/15/2017        41.75      
GMAC                        7.250%    9/15/2017        41.00      
GMAC                        7.250%    9/15/2017        42.74      
GMAC                        7.125%    10/15/2017       40.40      
GMAC                        7.200%    10/15/2017       40.50      
GMAC                        7.200%    10/15/2017       41.00      
GMAC                        7.750%    10/15/2017       43.17      
GMAC                        8.000%    10/15/2017       50.88      
GMAC                        7.500%    11/15/2017       44.00      
GMAC                        7.500%    11/15/2017       44.13      
GMAC                        8.000%    11/15/2017       49.45      
GMAC                        8.125%    11/15/2017       47.15      
GMAC                        7.300%    12/15/2017       41.85      
GMAC                        7.400%    12/15/2017       45.74      
GMAC                        7.500%    12/15/2017       42.75      
GMAC                        7.500%    12/15/2017       41.17      
GMAC                        7.250%    1/15/2018        43.45      
GMAC                        7.300%    1/15/2018        42.00      
GMAC                        7.300%    1/15/2018        41.57      
GMAC                        7.000%    2/15/2018        39.50      
GMAC                        7.000%    2/15/2018        40.67      
GMAC                        7.000%    2/15/2018        49.00      
GMAC                        6.750%    3/15/2018        43.63      
GMAC                        7.000%    3/15/2018        42.70      
GMAC                        7.050%    3/15/2018        42.08      
GMAC                        7.050%    3/15/2018        41.25      
GMAC                        7.050%    4/15/2018        42.00      
GMAC                        7.250%    4/15/2018        42.00      
GMAC                        7.250%    4/15/2018        48.00      
GMAC                        7.350%    4/15/2018        41.00      
GMAC                        7.375%    4/15/2018        45.66      
GMAC                        6.600%    5/15/2018        40.62      
GMAC                        6.850%    5/15/2018        44.62      
GMAC                        7.000%    5/15/2018        40.60      
GMAC                        6.500%    6/15/2018        45.54      
GMAC                        6.650%    6/15/2018        39.70      
GMAC                        6.700%    6/15/2018        39.00      
GMAC                        6.700%    6/15/2018        38.00      
GMAC                        6.750%    7/15/2018        44.00      
GMAC                        6.875%    7/15/2018        42.00      
GMAC                        6.900%    7/15/2018        41.75      
GMAC                        6.900%    8/15/2018        40.06      
GMAC                        7.000%    8/15/2018        39.32      
GMAC                        7.250%    8/15/2018        41.07      
GMAC                        7.250%    8/15/2018        40.90      
GMAC                        6.750%    9/15/2018        43.13      
GMAC                        6.800%    9/15/2018        40.92      
GMAC                        7.000%    9/15/2018        40.96      
GMAC                        7.150%    9/15/2018        39.11      
GMAC                        7.250%    9/15/2018        43.00      
GMAC                        6.650%    10/15/2018       37.33      
GMAC                        6.650%    10/15/2018       46.40      
GMAC                        6.750%    10/15/2018       41.13      
GMAC                        6.800%    10/15/2018       41.00      
GMAC                        6.500%    11/15/2018       42.64      
GMAC                        6.700%    11/15/2018       40.30      
GMAC                        6.750%    11/15/2018       38.88      
GMAC                        6.250%    12/15/2018       40.11      
GMAC                        6.400%    12/15/2018       38.80      
GMAC                        6.500%    12/15/2018       40.00      
GMAC                        6.500%    12/15/2018       37.25      
GMAC                        5.900%    1/15/2019        38.00      
GMAC                        5.900%    1/15/2019        39.93      
GMAC                        6.250%    1/15/2019        39.00      
GMAC                        5.900%    2/15/2019        46.00      
GMAC                        6.000%    2/15/2019        41.00      
GMAC                        6.000%    2/15/2019        40.75      
GMAC                        6.000%    2/15/2019        39.25      
GMAC                        6.000%    3/15/2019        38.89      
GMAC                        6.000%    3/15/2019        38.96      
GMAC                        6.000%    3/15/2019        39.17      
GMAC                        6.000%    3/15/2019        42.00      
GMAC                        6.000%    3/15/2019        39.14      
GMAC                        6.000%    4/15/2019        39.00      
GMAC                        6.200%    4/15/2019        39.36      
GMAC                        6.250%    4/15/2019        39.90      
GMAC                        6.350%    4/15/2019        40.75      
GMAC                        6.250%    5/15/2019        39.00      
GMAC                        6.500%    5/15/2019        42.00      
GMAC                        6.750%    5/15/2019        42.00      
GMAC                        6.750%    5/15/2019        41.90      
GMAC                        6.600%    6/15/2019        37.85      
GMAC                        6.600%    6/15/2019        40.98      
GMAC                        6.700%    6/15/2019        45.18      
GMAC                        6.750%    6/15/2019        41.35      
GMAC                        6.750%    6/15/2019        39.00      
GMAC                        6.250%    7/15/2019        39.34      
GMAC                        6.350%    7/15/2019        39.28      
GMAC                        6.350%    7/15/2019        39.28      
GMAC                        6.050%    8/15/2019        42.00      
GMAC                        6.050%    8/15/2019        38.53      
GMAC                        6.150%    8/15/2019        40.03      
GMAC                        6.300%    8/15/2019        40.98      
GMAC                        6.300%    8/15/2019        42.24      
GMAC                        6.000%    9/15/2019        39.50      
GMAC                        6.000%    9/15/2019        35.95      
GMAC                        6.100%    9/15/2019        40.00      
GMAC                        6.150%    9/15/2019        41.00      
GMAC                        5.900%    10/15/2019       41.36      
GMAC                        6.050%    10/15/2019       41.00      
GMAC                        6.125%    10/15/2019       43.50      
GMAC                        6.150%    10/15/2019       41.00      
GMAC                        6.400%    11/15/2019       40.07      
GMAC                        6.400%    11/15/2019       40.71      
GMAC                        6.550%    12/15/2019       45.00      
GMAC                        6.550%    12/15/2019       44.00      
GMAC                        6.700%    12/15/2019       41.25      
GMAC                        6.500%    1/15/2020        46.46      
GMAC                        6.500%    2/15/2020        43.50      
GMAC                        6.650%    2/15/2020        40.40      
GMAC                        6.750%    3/15/2020        42.73      
GMAC                        9.000%    7/15/2020        49.50      
GMAC                        9.000%    7/15/2020        45.00      
GMAC                        7.000%    2/15/2021        42.50      
GMAC                        7.000%    9/15/2021        40.60      
GMAC                        7.000%    9/15/2021        44.00      
GMAC                        7.000%    6/15/2022        41.00      
GMAC                        7.000%    11/15/2023       39.30      
GMAC                        7.000%    11/15/2024       39.04      
GMAC                        7.000%    11/15/2024       40.00      
GMAC                        7.000%    11/15/2024       44.90      
GMAC                        7.150%    1/15/2025        40.25      
GMAC                        7.250%    1/15/2025        39.80      
GMAC                        7.250%    2/15/2025        39.50      
GMAC                        7.150%    3/15/2025        41.16      
GMAC                        7.250%    3/15/2025        46.18      
GMAC                        7.500%    3/15/2025        43.10      
GMAC                        8.000%    3/15/2025        41.38      
GLOBALSTAR INC              5.750%    4/1/2028         68.06      
REALOGY CORP               10.500%    4/15/2014        62.95      
REALOGY CORP               12.375%    4/15/2015        48.25      
HUNTINGTON CAPIT            6.650%    5/15/2037        50.00      
HERBST GAMING               7.000%    11/15/2014        8.00       
HARRAHS OPER CO             8.000%    2/1/2011         60.10      
HARRAHS OPER CO             5.375%    12/15/2013       48.00      
HARRAHS OPER CO             5.625%    6/1/2015         43.50      
HARRAHS OPER CO             6.500%    6/1/2016         45.00      
HARRAHS OPER CO             5.750%    10/1/2017        46.00      
HILTON HOTELS               7.500%    12/15/2017       74.10      
HINES NURSERIES            10.250%    10/1/2011        53.38      
K HOVNANIAN ENTR            8.875%    4/1/2012         67.00      
K HOVNANIAN ENTR            7.750%    5/15/2013        60.02      
K HOVNANIAN ENTR            6.500%    1/15/2014        63.00      
K HOVNANIAN ENTR            6.375%    12/15/2014       62.00      
K HOVNANIAN ENTR            6.250%    1/15/2015        61.50      
K HOVNANIAN ENTR            6.250%    1/15/2016        61.60      
K HOVNANIAN ENTR            7.500%    5/15/2016        62.00      
K HOVNANIAN ENTR            8.625%    1/15/2017        66.50      
HAWAIIAN TELCOM             9.750%    5/1/2013         30.50      
HAWAIIAN TELCOM            12.500%    5/1/2015         23.00      
BORDEN INC                  8.375%    4/15/2016        63.50      
BORDEN INC                  9.200%    3/15/2021        60.00      
BORDEN INC                  7.875%    2/15/2023        29.65      
IDEARC INC                  8.000%    11/15/2016       42.75      
ION MEDIA                  11.000%    7/31/2013        27.50      
ISOLAGEN INC                3.500%    11/1/2024        32.00      
INDALEX HOLD               11.500%    2/1/2014         59.00      
PANAMSAT CORP               9.000%    8/15/2014        65.02      
IRIDIUM LLC/CAP            10.875%    7/15/2005         0.50       
IRIDIUM LLC/CAP            11.250%    7/15/2005         0.71       
IRIDIUM LLC/CAP            13.000%    7/15/2005         0.81       
IRIDIUM LLC/CAP            14.000%    7/15/2005         0.00       
JONES APPAREL               6.125%    11/15/2034       63.00      
KEYSTONE AUTO OP            9.750%    11/1/2013        40.00      
KELLSTROM INDS              5.500%    6/15/2003         0.01       
KEMET CORP                  2.250%    11/15/2026       41.75      
KEY BANK NA                 6.950%    2/1/2028         65.00      
KEYCORP CAP VII             5.700%    6/15/2035        59.00      
KIMBALL HILL INC           10.500%    12/15/2012        2.00       
KAISER ALUMINUM             9.875%    2/15/2002         0.01       
KAISER ALUMINUM            12.750%    2/1/2003          6.75       
KRATON POLYMERS             8.125%    1/15/2014        54.00      
KELLWOOD CO                 7.625%    10/15/2017       62.50      
LAZYDAYS RV                11.750%    5/15/2012        65.00      
LEHMAN BROS HLDG            6.160%    10/25/2017       66.00      
LEHMAN BROS HLDG            5.500%    2/4/2018         69.87      
LEHMAN BROS HLDG            5.500%    2/19/2018        67.51      
LEHMAN BROS HLDG            5.100%    2/15/2020        68.13      
LEHMAN BROS HLDG            5.500%    2/27/2020        63.86      
LEHMAN BROS HLDG            5.400%    3/6/2020         64.67      
LEHMAN BROS HLDG            5.250%    3/8/2020         61.00      
LEHMAN BROS HLDG            5.400%    3/20/2020        65.38      
LEHMAN BROS HLDG            5.800%    9/3/2020         64.65      
LEHMAN BROS HLDG            5.500%    3/14/2023        68.02      
LEHMAN BROS HLDG            5.750%    3/27/2023        67.80      
LEHMAN BROS HLDG            5.500%    4/8/2023         66.44      
LEHMAN BROS HLDG            5.500%    4/15/2023        62.67      
LEHMAN BROS HLDG            5.500%    4/23/2023        61.05      
LEHMAN BROS HLDG            5.375%    5/6/2023         64.75      
LEHMAN BROS HLDG            5.250%    5/20/2023        61.23      
LEHMAN BROS HLDG            5.000%    5/28/2023        58.00      
LEHMAN BROS HLDG            5.000%    6/10/2023        63.50      
LEHMAN BROS HLDG            5.000%    6/17/2023        62.58      
LEHMAN BROS HLDG            4.800%    6/24/2023        57.70      
LEHMAN BROS HLDG            5.500%    8/5/2023         65.22      
LEHMAN BROS HLDG            6.100%    8/12/2023        66.75      
LEHMAN BROS HLDG            5.500%    10/7/2023        66.63      
LEHMAN BROS HLDG            5.750%    10/15/2023       67.39      
LEHMAN BROS HLDG            5.750%    10/21/2023       66.35      
LEHMAN BROS HLDG            5.750%    11/12/2023       60.25      
LEHMAN BROS HLDG            5.750%    11/25/2023       68.38      
LEHMAN BROS HLDG            5.450%    3/15/2025        59.25      
LEHMAN BROS HLDG            6.000%    10/23/2028       66.24      
LEHMAN BROS HLDG            6.000%    11/18/2028       61.46      
LEHMAN BROS HLDG            5.750%    12/16/2028       68.85      
LEHMAN BROS HLDG            5.750%    12/23/2028       60.55      
LEHMAN BROS HLDG            5.500%    1/27/2029        61.68      
LEHMAN BROS HLDG            5.500%    2/3/2029         61.40      
LEHMAN BROS HLDG            5.700%    2/10/2029        63.35      
LEHMAN BROS HLDG            5.600%    2/17/2029        59.37      
LEHMAN BROS HLDG            5.600%    2/24/2029        63.46      
LEHMAN BROS HLDG            5.600%    3/2/2029         57.40      
LEHMAN BROS HLDG            5.550%    3/9/2029         56.68      
LEHMAN BROS HLDG            5.400%    3/30/2029        61.30      
LEHMAN BROS HLDG            5.450%    4/6/2029         55.63      
LEHMAN BROS HLDG            5.700%    4/13/2029        59.57      
LEHMAN BROS HLDG            5.900%    5/4/2029         66.00      
LEHMAN BROS HLDG            6.000%    5/11/2029        62.26      
LEHMAN BROS HLDG            6.200%    5/25/2029        65.88      
LEHMAN BROS HLDG            6.050%    6/29/2029        63.00      
LEHMAN BROS HLDG            6.000%    7/20/2029        62.31      
LEHMAN BROS HLDG            5.750%    8/24/2029        63.00      
LEHMAN BROS HLDG            5.700%    9/7/2029         55.00      
LEHMAN BROS HLDG            5.750%    9/14/2029        59.87      
LEHMAN BROS HLDG            5.750%    10/12/2029       63.83      
LEHMAN BROS HLDG            5.650%    11/23/2029       62.65      
LEHMAN BROS HLDG            5.700%    12/14/2029       62.73      
LEHMAN BROS HLDG            5.550%    1/25/2030        60.37      
LEHMAN BROS HLDG            5.450%    2/22/2030        57.54      
LEHMAN BROS HLDG            5.600%    2/25/2030        54.50      
LEHMAN BROS HLDG            5.625%    3/15/2030        59.86      
LEHMAN BROS HLDG            5.750%    3/29/2030        57.75      
LEHMAN BROS HLDG            5.600%    5/3/2030         56.25      
LEHMAN BROS HLDG            5.350%    6/14/2030        60.26      
LEHMAN BROS HLDG            5.400%    6/21/2030        60.00      
LEHMAN BROS HLDG            5.450%    7/19/2030        55.41      
LEHMAN BROS HLDG            5.500%    8/2/2030         60.78      
LEHMAN BROS HLDG            5.650%    8/16/2030        62.95      
LEHMAN BROS HLDG            5.450%    9/20/2030        62.00      
LEHMAN BROS HLDG            5.550%    9/27/2030        59.19      
LEHMAN BROS HLDG            5.800%    10/25/2030       57.39      
LEHMAN BROS HLDG            5.950%    12/20/2030       69.63      
LEHMAN BROS HLDG            5.900%    2/7/2031         58.50      
LEHMAN BROS HLDG            6.250%    5/9/2031         65.20      
LEHMAN BROS HLDG            5.550%    12/31/2034       60.75      
LEHMAN BROS HLDG            5.650%    12/31/2034       60.50      
LEHMAN BROS HLDG            6.000%    2/24/2036        63.01      
LEHMAN BROS HLDG            7.000%    4/22/2038        68.20      
LEHMAN BROS HLDG            7.250%    4/29/2038        69.51      
LIBERTY MEDIA               4.000%    11/15/2029       51.00      
LIBERTY MEDIA               3.750%    2/15/2030        50.13      
LIBERTY MEDIA               3.500%    1/15/2031        43.00      
LIBERTY MEDIA               3.250%    3/15/2031        62.00      
CHENIERE ENERGY             2.250%    8/1/2012         30.00      
LIFECARE HOLDING            9.250%    8/15/2013        64.00      
EQUISTAR CHEMICA            7.550%    2/15/2026        65.50      
MAJESTIC STAR               9.500%    10/15/2010       70.00      
MAJESTIC STAR               9.750%    1/15/2011        17.88      
MBIA INC                    6.400%    8/15/2022        59.75      
MBIA INC                    6.625%    10/1/2028        57.42      
MBIA INC                    5.700%    12/1/2034        54.00      
MAGNA ENTERTAINM            7.250%    12/15/2009       51.60      
MAGNA ENTERTAINM            8.550%    6/15/2010        53.75      
MERRILL LYNCH              10.000%    3/6/2009         20.28      
MERRILL LYNCH              11.000%    4/28/2009        24.73      
MERRILL LYNCH               8.100%    6/4/2009         10.19      
MERRILL LYNCH              12.100%    6/25/2009         9.92       
MERRILL LYNCH              11.860%    7/14/2009         8.14       
MERRILL LYNCH              12.230%    8/17/2009        10.40      
MERRILL LYNCH              12.000%    3/26/2010        25.10      
MERIX CORP                  4.000%    5/15/2013        50.50      
METALDYNE CORP             11.000%    6/15/2012        13.57      
METALDYNE CORP             10.000%    11/1/2013        25.00      
MASONITE CORP              11.000%    4/6/2015         45.13      
MICHAELS STORES            11.375%    11/1/2016        71.50      
KNIGHT RIDDER               5.750%    9/1/2017         56.00      
KNIGHT RIDDER               6.875%    3/15/2029        52.00      
MANNKIND CORP               3.750%    12/15/2013       58.75      
MORRIS PUBLISH              7.000%    8/1/2013         53.00      
TRANS MFG OPER             11.250%    5/1/2009         5.25       
MOVIE GALLERY              11.000%    5/1/2012         14.95      
MRS FIELDS                  9.000%    3/15/2011        61.50      
MRS FIELDS                 11.500%    3/15/2011        62.00      
MORGAN STANLEY             10.000%    4/20/2009        17.66      
MORGAN STANLEY             10.000%    5/20/2009        20.00      
MORGAN STANLEY              8.000%    7/20/2009        11.28      
MORGAN STANLEY             12.000%    7/20/2009        10.85      
MICRON TECH                 1.875%    6/1/2014         66.45      
NORTH ATL TRADNG            9.250%    3/1/2012         42.00      
NATL CITY BANK              4.625%    5/1/2013         65.53      
NATL CITY CORP              4.900%    1/15/2015        68.96      
NATL CITY CORP              6.875%    5/15/2019        58.10      
NEFF CORP                  10.000%    6/1/2015         39.00      
NETWORK COMMUNIC           10.750%    12/1/2013        68.00      
NEWARK GROUP INC            9.750%    3/15/2014        49.50      
NATL FINANCIAL              0.750%    2/1/2012         64.00      
NTK HOLDINGS INC            0.000%    3/1/2014         40.00      
NORTEK INC                  8.500%    9/1/2014         60.50      
LEINER HEALTH              11.000%    6/1/2012         10.00      
NUVEEN INVEST               5.500%    9/15/2015        61.50      
NETWORK EQUIPMNT            3.750%    12/15/2014       60.13      
NORTHWST STL&WIR            9.500%    6/15/2001         0.00       
OAKWOOD HOMES               7.875%    3/1/2004          0.00       
OAKWOOD HOMES               8.125%    3/1/2009          0.13       
AMER & FORGN PWR            5.000%    3/1/2030         50.02      
OSCIENT PHARM               3.500%    4/15/2011        34.75      
OSI RESTAURANT             10.000%    6/15/2015        57.29      
OSI RESTAURANT             10.000%    6/15/2015        57.00      
OVERSTOCK.COM               3.750%    12/1/2011        63.50      
RESTAURANT CO              10.000%    10/1/2013        59.75      
PALM HARBOR                 3.250%    5/15/2024        63.90      
PIERRE FOODS INC            9.875%    7/15/2012        7.88       
PLY GEM INDS                9.000%    2/15/2012        54.28      
PORTOLA PACKAGIN            8.250%    2/1/2012         42.00      
PROPEX FABRICS             10.000%    12/1/2012         0.50       
PRIMUS TELECOM              5.000%    6/30/2009        64.50      
PRIMUS TELECOM              3.750%    9/15/2010        45.00      
PRIMUS TELECOM              8.000%    1/15/2014        35.25      
PSINET INC                 10.000%    2/15/2005         0.00       
PSINET INC                 11.500%    11/1/2008         0.01       
POPE & TALBOT               8.375%    6/1/2013          0.50       
POPE & TALBOT               8.375%    6/1/2013          0.38       
PIXELWORKS INC              1.750%    5/15/2024        69.94      
QUALITY DISTRIBU            9.000%    11/15/2010       55.13      
RITE AID CORP               6.875%    8/15/2013        63.00      
RITE AID CORP               8.625%    3/1/2015         64.50      
RITE AID CORP               9.375%    12/15/2015       65.50      
RITE AID CORP               9.500%    6/15/2017        66.00      
RITE AID CORP               7.700%    2/15/2027        53.50      
RITE AID CORP               6.875%    12/15/2028       47.29      
RADNOR HOLDINGS            11.000%    3/15/2010        0.00       
RAFAELLA APPAREL           11.250%    6/15/2011        45.63      
READER'S DIGEST             9.000%    2/15/2017        55.00      
RADIAN GROUP                5.625%    2/15/2013        41.33      
RADIAN GROUP                5.375%    6/15/2015        48.00      
RESIDENTIAL CAP             8.375%    6/30/2010        27.00      
RESIDENTIAL CAP             8.000%    2/22/2011        24.16      
RESIDENTIAL CAP             8.500%    6/1/2012         25.00      
RESIDENTIAL CAP             8.500%    4/17/2013        25.00      
RESIDENTIAL CAP             9.625%    5/15/2015        34.77      
RESIDENTIAL CAP             8.875%    6/30/2015        28.00      
REGIONS FIN TR              6.625%    5/15/2047        47.00      
RF MICRO DEVICES            1.000%    4/15/2014        72.20      
RH DONNELLEY                6.875%    1/15/2013        47.00      
RH DONNELLEY                6.875%    1/15/2013        48.00      
RH DONNELLEY                6.875%    1/15/2013        48.00      
DEX MEDIA INC               8.000%    11/15/2013       54.00      
RH DONNELLEY                8.875%    1/15/2016        48.75      
RH DONNELLEY                8.875%    10/15/2017       45.00      
ROTECH HEALTHCA             9.500%    4/1/2012         70.78      
S3 INC                      5.750%    10/1/2003         0.25       
SEARS ROEBUCK AC            6.500%    12/1/2028        61.75      
SEARS ROEBUCK AC            7.000%    6/1/2032         65.50      
SPHERIS INC                11.000%    12/15/2012       53.50      
SIX FLAGS INC               9.750%    4/15/2013        57.94      
SIX FLAGS INC               9.625%    6/1/2014         55.00      
SIX FLAGS INC               4.500%    5/15/2015        47.75      
SLM CORP                    5.150%    9/15/2015        64.65      
SLM CORP                    4.100%    12/15/2015       67.80      
SLM CORP                    5.450%    3/15/2018        63.73      
SLM CORP                    5.600%    3/15/2018        66.16      
SLM CORP                    5.600%    6/15/2018        65.42      
SLM CORP                    5.190%    4/24/2019        64.00      
SLM CORP                    5.000%    6/15/2019        68.00      
SLM CORP                    5.000%    6/15/2019        62.65      
SLM CORP                    5.500%    6/15/2019        69.21      
SLM CORP                    6.000%    6/15/2019        66.16      
SLM CORP                    6.000%    6/15/2019        68.52      
SLM CORP                    5.500%    9/15/2019        64.12      
SLM CORP                    6.000%    6/15/2021        64.19      
SLM CORP                    6.000%    6/15/2021        62.77      
SLM CORP                    6.000%    6/15/2021        65.29      
SLM CORP                    6.100%    6/15/2021        65.20      
SLM CORP                    6.150%    6/15/2021        64.41      
SLM CORP                    5.600%    3/15/2022        64.85      
SLM CORP                    5.650%    6/15/2022        68.54      
SLM CORP                    5.650%    6/15/2022        62.00      
SLM CORP                    5.400%    3/15/2023        61.16      
SLM CORP                    5.450%    3/15/2023        63.90      
SLM CORP                    5.600%    3/15/2024        59.89      
SLM CORP                    5.625%    1/25/2025        65.30      
SLM CORP                    5.350%    6/15/2025        51.88      
SLM CORP                    6.000%    6/15/2026        58.71      
SLM CORP                    6.000%    6/15/2026        62.83      
SLM CORP                    6.200%    9/15/2026        63.75      
SLM CORP                    6.000%    12/15/2026       61.96      
SLM CORP                    6.000%    12/15/2026       62.05      
SLM CORP                    6.000%    12/15/2026       61.26      
SLM CORP                    6.050%    12/15/2026       62.84      
SLM CORP                    6.000%    3/15/2027        62.11      
SLM CORP                    5.250%    3/15/2028        57.63      
SLM CORP                    5.550%    3/15/2028        55.00      
SLM CORP                    5.000%    6/15/2028        67.49      
SLM CORP                    5.250%    6/15/2028        61.14      
SLM CORP                    5.350%    6/15/2028        55.00      
SLM CORP                    4.800%    12/15/2028       65.42      
SLM CORP                    5.150%    12/15/2028       68.85      
SLM CORP                    5.250%    12/15/2028       55.50      
SLM CORP                    5.300%    12/15/2028       55.32      
SLM CORP                    5.600%    12/15/2028       60.25      
SLM CORP                    5.800%    12/15/2028       65.38      
SLM CORP                    6.000%    12/15/2028       59.43      
SLM CORP                    6.100%    12/15/2028       66.00      
SLM CORP                    5.550%    3/15/2029        69.62      
SLM CORP                    5.600%    3/15/2029        67.45      
SLM CORP                    5.650%    3/15/2029        58.32      
SLM CORP                    5.650%    3/15/2029        60.61      
SLM CORP                    5.650%    3/15/2029        58.86      
SLM CORP                    5.700%    3/15/2029        59.83      
SLM CORP                    5.700%    3/15/2029        58.19      
SLM CORP                    5.700%    3/15/2029        58.73      
SLM CORP                    5.700%    3/15/2029        60.00      
SLM CORP                    5.700%    3/15/2029        55.93      
SLM CORP                    5.700%    3/15/2029        57.41      
SLM CORP                    5.750%    3/15/2029        64.75      
SLM CORP                    5.750%    3/15/2029        52.50      
SLM CORP                    5.750%    3/15/2029        61.79      
SLM CORP                    5.750%    3/15/2029        66.45      
SLM CORP                    5.750%    3/15/2029        59.39      
SLM CORP                    6.000%    3/15/2029        61.74      
SLM CORP                    5.500%    6/15/2029        58.72      
SLM CORP                    5.500%    6/15/2029        60.00      
SLM CORP                    5.600%    6/15/2029        62.24      
SLM CORP                    5.750%    6/15/2029        58.73      
SLM CORP                    5.750%    6/15/2029        60.00      
SLM CORP                    6.000%    6/15/2029        65.12      
SLM CORP                    6.000%    6/15/2029        62.67      
SLM CORP                    6.000%    6/15/2029        65.39      
SLM CORP                    6.250%    6/15/2029        59.70      
SLM CORP                    6.250%    6/15/2029        59.82      
SLM CORP                    6.250%    6/15/2029        63.32      
SLM CORP                    5.750%    9/15/2029        59.53      
SLM CORP                    5.850%    9/15/2029        66.00      
SLM CORP                    5.850%    9/15/2029        56.50      
SLM CORP                    6.000%    9/15/2029        59.85      
SLM CORP                    6.000%    9/15/2029        58.94      
SLM CORP                    6.000%    9/15/2029        61.72      
SLM CORP                    6.150%    9/15/2029        61.00      
SLM CORP                    6.150%    9/15/2029        62.02      
SLM CORP                    6.250%    9/15/2029        63.33      
SLM CORP                    6.250%    9/15/2029        63.83      
SLM CORP                    6.250%    9/15/2029        62.66      
SLM CORP                    5.600%    12/15/2029       59.00      
SLM CORP                    5.600%    12/15/2029       59.82      
SLM CORP                    5.650%    12/15/2029       58.34      
SLM CORP                    5.650%    12/15/2029       57.63      
SLM CORP                    5.700%    12/15/2029       62.69      
SLM CORP                    5.750%    12/15/2029       59.06      
SLM CORP                    5.750%    12/15/2029       65.81      
SLM CORP                    5.750%    12/15/2029       59.71      
SLM CORP                    5.800%    12/15/2029       59.41      
SLM CORP                    5.400%    3/15/2030        57.33      
SLM CORP                    5.500%    3/15/2030        58.00      
SLM CORP                    5.500%    3/15/2030        58.56      
SLM CORP                    5.650%    3/15/2030        58.59      
SLM CORP                    5.700%    3/15/2030        64.33      
SLM CORP                    5.750%    3/15/2030        59.39      
SLM CORP                    5.750%    3/15/2030        64.41      
SLM CORP                    5.400%    6/15/2030        57.97      
SLM CORP                    5.400%    6/15/2030        56.63      
SLM CORP                    5.500%    6/15/2030        60.93      
SLM CORP                    5.750%    6/15/2030        58.97      
SLM CORP                    5.300%    9/15/2030        57.00      
SLM CORP                    5.650%    9/15/2030        58.80      
SLM CORP                    5.500%    12/15/2030       62.30      
SLM CORP                    5.500%    12/15/2030       60.48      
SLM CORP                    6.000%    6/15/2031        63.60      
SLM CORP                    6.000%    6/15/2031        62.77      
SLM CORP                    6.300%    9/15/2031        61.90      
SLM CORP                    6.350%    9/15/2031        61.11      
SLM CORP                    6.350%    9/15/2031        55.00      
SLM CORP                    6.400%    9/15/2031        62.23      
SLM CORP                    6.450%    9/15/2031        63.63      
SLM CORP                    6.500%    9/15/2031        62.72      
SLM CORP                    5.850%    12/15/2031       63.93      
SLM CORP                    6.000%    12/15/2031       59.43      
SLM CORP                    6.000%    12/15/2031       63.55      
SLM CORP                    6.000%    12/15/2031       60.44      
SLM CORP                    6.050%    12/15/2031       60.00      
SLM CORP                    6.100%    12/15/2031       60.01      
SLM CORP                    6.200%    12/15/2031       60.81      
SLM CORP                    5.650%    3/15/2032        62.39      
SLM CORP                    5.700%    3/15/2032        62.84      
SLM CORP                    5.800%    3/15/2032        60.82      
SLM CORP                    5.800%    3/15/2032        63.73      
SLM CORP                    5.800%    3/15/2032        58.80      
SLM CORP                    5.850%    3/15/2032        59.15      
SLM CORP                    5.850%    3/15/2032        64.18      
SLM CORP                    5.850%    3/15/2032        56.50      
SLM CORP                    5.750%    6/15/2032        58.91      
SLM CORP                    5.750%    6/15/2032        59.33      
SLM CORP                    5.850%    6/15/2032        64.06      
SLM CORP                    5.850%    6/15/2032        64.06      
SLM CORP                    6.000%    3/15/2037        59.13      
SLM CORP                    6.000%    3/15/2037        60.73      
SLM CORP                    6.000%    3/15/2037        60.82      
SANDISK CORP                1.000%    5/15/2013        69.24      
SYNOVUS FINL                5.125%    6/15/2017        83.63      
SPECTRUM BRANDS             7.375%    2/1/2015         55.00      
STANDRD PAC CORP            6.000%    10/1/2012        71.75      
SPANSION LLC               11.250%    1/15/2016        63.61      
STANLEY-MARTIN              9.750%    8/15/2015        45.00      
SUNTRUST CAPITAL            6.100%    12/15/2036       67.00      
STATION CASINOS             6.000%    4/1/2012         69.75      
STATION CASINOS             6.500%    2/1/2014         48.25      
STATION CASINOS             6.875%    3/1/2016         47.50      
STATION CASINOS             7.750%    8/15/2016        68.50      
STATION CASINOS             6.625%    3/15/2018        43.63      
SERVICEMASTER CO            7.100%    3/1/2018         44.38      
SERVICEMASTER CO            7.450%    8/15/2027        51.00      
SERVICEMASTER CO            7.250%    3/1/2038         52.00      
SWIFT TRANS CO             12.500%    5/15/2017        40.32      
DIVA SYSTEMS               12.625%    3/1/2008          0.00       
TELIGENT INC               11.500%    12/1/2007         0.21       
TELIGENT INC               11.500%    3/1/2008          0.21       
TRANS-LUX CORP              8.250%    3/1/2012         49.00      
THORNBURG MTG               8.000%    5/15/2013        57.25      
TOM'S FOODS INC            10.500%    11/1/2004         0.39       
TOUSA INC                   9.000%    7/1/2010         49.88      
TOUSA INC                   9.000%    7/1/2010         60.25      
TOUSA INC                   7.500%    3/15/2011         6.75       
TOUSA INC                  10.375%    7/1/2012          6.00       
TOUSA INC                   7.500%    1/15/2015         7.19       
TOYS R US                   7.375%    10/15/2018       69.19      
TRIBUNE CO                  4.875%    8/15/2010        63.25      
TIMES MIRROR CO             7.250%    3/1/2013         34.50      
TRIBUNE CO                  5.250%    8/15/2015        31.88      
TIMES MIRROR CO             7.500%    7/1/2023         39.99      
TIMES MIRROR CO             6.610%    9/15/2027        31.50      
TRIAD ACQUIS               11.125%    5/1/2013         57.00      
TRUMP ENTERTNMNT            8.500%    6/1/2015         45.00      
WIMAR OP LLC/FIN            9.625%    12/15/2014       32.75      
TRUE TEMPER                 8.375%    9/15/2011        61.00      
TRONOX WORLDWIDE            9.500%    12/1/2012        53.00      
SABRE HOLDINGS              8.350%    3/15/2016        68.50      
RJ TOWER CORP              12.000%    6/1/2013          0.00       
UAL 1995 TRUST              9.020%    4/19/2012        40.00      
UAL CORP                    5.000%    2/1/2021         45.50      
UAL CORP                    4.500%    6/30/2021        65.50      
PIEDMONT AVIAT             10.250%    1/15/2049         0.00       
US AIR INC                 10.700%    1/15/2049         0.01       
MISSOURI PAC RR             5.000%    1/1/2045         64.00      
USAUTOS TRUST               5.100%    3/3/2011         49.00      
US SHIPPING PART           13.000%    8/15/2014        60.00      
USEC INC                    3.000%    10/1/2014        71.50      
VISTEON CORP                7.000%    3/10/2014        51.50      
VENTURE HLDGS               9.500%    7/1/2005          0.13       
VERTIS INC                 10.875%    6/15/2009        20.00      
VICORP RESTAURNT           10.500%    4/15/2011        17.88      
VERENIUM CORP               5.500%    4/1/2027         38.00      
WACHOVIA CAP III            5.800%    3/15/2042        57.65      
WEBSTER CAPITAL             7.650%    6/15/2037        66.85      
WCI COMMUNITIES             9.125%    5/1/2012         36.50      
WCI COMMUNITIES             7.875%    10/1/2013        34.00      
WCI COMMUNITIES             6.625%    3/15/2015        39.50      
WCI COMMUNITIES             4.000%    8/5/2023         37.38      
WINSTAR COMM INC           12.750%    4/15/2010         0.01       
WINSTAR COMM INC           14.750%    4/15/2010         0.00       
WERNER HOLDINGS            10.000%    11/15/2007        0.00       
WILLIAM LYON                7.625%    12/15/2012       41.45      
WILLIAM LYON               10.750%    4/1/2013         47.00      
WILLIAM LYON                7.500%    2/15/2014        42.00      
WASH MUTUAL INC             4.200%    1/15/2010        78.45      
WASH MUTUAL INC             8.250%    4/1/2010         69.50      
WASH MUTUAL INC             5.000%    3/22/2012        63.50      
WASH MUT BANK NV            5.950%    5/20/2013        67.25      
WASH MUTUAL INC             4.625%    4/1/2014         51.60      
WASH MUT BANK NV            5.650%    8/15/2014        62.77      
WASH MUT BANK NV            5.125%    1/15/2015        64.38      
WASH MUTUAL INC             5.250%    9/15/2017        62.50      
WASH MUTUAL INC             7.250%    11/1/2017        54.00      
WEIRTON STEEL              10.750%    6/1/2005         99.98      
PEGASUS SATELLIT            9.750%    12/1/2006         0.13       
PEGASUS SATELLIT           12.375%    8/1/2008          0.00       
YOUNG BROADCSTNG           10.000%    3/1/2011         38.13      
YOUNG BROADCSTNG            8.750%    1/15/2014        33.25      
YANKEE ACQUISITI            8.500%    2/15/2015        76.25      
YANKEE ACQUISITI            9.750%    2/15/2017        62.75      

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Raphael M. Palomino, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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