TCR_Public/080820.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, August 20, 2008, Vol. 12, No. 198           

                             Headlines

ADELPHIA COMMS: Reports on Status of Distributions Under Plan
ADELPHIA COMMS: Delivers Plan Status Reports for 2nd Qtr. 2008
ADELPHIA COMMS: Court Finds Insufficient Basis for $44 Mil. Claim
AFFINITY TECHNOLOGY: Files for Ch. 11 Bankruptcy in South Carolina
ASARCO LLC: Asbestos Debtors Want to Obtain $10 Mil. DIP Loan

ASARCO LLC: Court Extends Lease Decision Period to January 1
ASARCO LLC: To Pay $143 Million for Cleanup of Montana Sites
ATHENA CDO: Moody's Withdraws Ba2 Priority Rating of Senior Notes
ATLANTIC WIRE: Case Summary & 20 Largest Unsecured Creditors
ATLANTIS PLASTICS: Selling Plastic Films to AEP Industries

ATLANTIS PLASTICS: Moody's Cuts Default Rating to D from Ca/LD
BARBEQUES GALORE: Files for Chapter 11 Bankruptcy in California
BARBEQUES GALORE: Case Summary & 20 Largest Unsecured Creditors
BCBG MAX: S&P Hikes Rating to 'B-' on Covenant Changes
BEAR STEARNS TRUST: S&P Affirms BB, B Ratings on 6 Classes

BEAR STEARNS TRUST: S&P Cuts Rating on Class Q Securities to CCC+
BLOUNT INTERNATIONAL: June 30 Balance Sheet Upside-Down by $33.3MM
BLUEPOINT RE: S&P Cuts Rating to 'R' After Liquidator Named
BOB'S STORES: Versa & Crystal Capital Complete Acquisition
CENTRAL GARDEN: 10-Q Results to be Delayed Due to Employee Issues

CHARITY CHRISTIAN: Voluntary Chapter 11 Case Summary
CHRYSLER LLC: In Talks With Mahindra Over Infringement Issue
CLOROX COMPANY: June 30 Balance Sheet Upside-Down by $350 Million
CROSS CREEK: Voluntary Chapter 11 Case Summary
CWCAPITAL COBALT: S&P Lowers Ratings on Class G Notes to B

DAYTON SUPERIOR: S&P Puts 'B' Credit Rating on Watch Negative
DIABLO GRANDE: R.W. Hertel Faces Civil Liability Complaint
DUNE ENERGY: June 30 Balance Sheet Upside-Down by $66.1 Million
DUNMORE HOMES: Panel Wants S. Dunmore's Objection to Plan Rejected
DUNMORE HOMES: Wants Settlement with Travelers, et al. Approved

DUNMORE HOMES: Seeks to Junk Interests in Non-Debtor Subsidiaries
DUNMORE HOMES: Sidney Dunmore Held from Disposing 2007 Tax Refund
EDWARD ZIMBRICK: Case Summary & 10 Largest Unsecured Creditors
FORD MOTOR: S&P Holds Rating on Plan to Buy Back Ford Credit Debt
FORD MOTOR: Auto Owner Trust Class D Notes Get S&P's BB+ Rating

FOREST OIL: S&P Says BB- Ratings Not Affected by Acquisitions
FREEDOM COMMS: Lowered to 'CCC+'; S&P Sees Likely Covenant Breach
GEMINI AIR: Sells Air Cargo Biz to Laurus for $15 Million
GLEN ROSE: Hein & Associates Expresses Going Concern Doubt
GOLD CREEK: Case Summary & 19 Largest Unsecured Creditors

HARRY QUADRACCI: Files for Chapter 11 Bankruptcy
HENRY WILLIAMS: Voluntary Chapter 11 Case Summary
ICE OASIS: Voluntary Chapter 11 Case Summary
IGNACIO VALDIVIA: Case Summary & Four Largest Unsec. Creditors
IMPAC CMB: Foreclosures Cue Moody's to Junk Class M-4's Rating

INTERSTATE BAKERIES: Union Asks Ripplewood to Protect IBC Jobs
ISLAND DEVELOPERS: Case Summary & 20 Largest Unsecured Creditors
JPMORGAN TRUST: S&P Affirms BB, B Ratings on Six Classes
KIMBALL HILL: Has Until October 20 to File Chapter 11 Plan
KIMBALL HILL: Has Until November 19 to Decide on Pacts and Leases

KIMBALL HILL: Seeks to Exit From Chapter 11 in Late 2008
LANDSOURCE COMMUNITIES: Panel Wants Data on Prepetition Loan
LANDSOURCE COMMUNITIES: Panel Objects to Employment of CROs
LANDSOURCE COMMUNITIES: Panel Wants Deadline on Lien Motions Moved
LBI MEDIA: Moody's Lowers $270 Senior Loans' Rating to Ba2

LETTUCE FIELDS: Case Summary & 20 Largest Unsecured Creditors
LINENS 'N THINGS: Gets Vendors OK on Trade Vendor Payment Program
LONGHORN CDO: Moody's Lowers Ba1 $6.6MM Sec. Notes' Rating to B1
MAGNA ENTERTAINMENT: Selling Ocala, Florida Asset for $16.5MM Cash
MEGA BRANDS: Amends Credit Deal, Closes C$75MM Debentures Offering

MFS INVESTMENT: Reports Redemption Dates for Percentage of ARPS
NCOAT INC: Hansen Barnett Expresses Going Concern Doubt
NORTH FOREST ISD: S&P Cuts Gen. Obligation Debt Ratings to 'B'
NUVEEN INVESTMENTS: S&P Revises Outlook to Negative; B+ Affirmed
PACIFIC LUMBER: S&P Lowers Ratings on Scopac Timber Notes to 'D'

PRC LLC: Inks Stipulation Resolving Sprint Communications Dispute
PRC LLC: Names Steve K. Richards as Chief Executive Officer
PROTECTION ONE: June 30 Balance Sheet Upside-Down by $51.8 Million
QUEBECOR WORLD: Long-Term Partnership With PARADE Extended
REDDY ICE: Poor Credit Cues Moody's to Junk $151MM Notes' Rating

REDDY ICE: S&P Holds 'B+' Ratings; Outlook Revised to Negative
ROBERT LESLIE: Case Summary & Three Largest Unsecured Creditors
SABINES PASS: Moody's Holds Senior Secured Notes' Rating at B2
SAGECREST FINANCE: Files for Bankruptcy to Stave Off Foreclosure
SAGECREST FINANCIAL: Voluntary Chapter 11 Case Summary

SAVE OUR SPRINGS: Presses for Delay of Chapter 11 Case Dismissal
SEMCANADA ENERGY: Pays C$1.8MM for B.C. Natural Gas Customers
SEMGROUP LP: Section 341(a) Meeting Scheduled for September 9
SEMGROUP LP: U.S. Trustee Wants Chapter 11 Examiner Appointed
SEMGROUP LP: Bankruptcy Cues Unit to Delay Quarterly Filing

SEMGROUP LP: More Parties Oppose $250,000,000 DIP Financing
SPECIALIZED TRAINING: Voluntary Chapter 11 Case Summary
STRONGCO INCOME: Gets Waiver for Covenant Violation, Amends Deal
SUNWEST MANAGEMENT: Files Chapter 11 Petition After Loan Default
STEVE & BARRY'S: WSJ Says Bay Harbour Leads Bidding

SYNTAX-BRILLIAN: Insists that Sale of Assets is Best Alternative
TAHOE RENO: Case Summary & Three Largest Unsecured Creditors
TILE & STONES: Files for Chapter 11 Protection in Florida
TILES & STONES: Case Summary & 41 Largest Unsecured Creditors
THOMAS INDUSTRIES: To Hold Auction of Assets on September 26

TRIBUNE CO: Negative Earnings Broaden Possibility of Default
TRIBUNE CO: LA Times Unit Appoints Eddy Hartenstein as Publisher
TROPICANA ENT: Court OKs Capstone Advisory as Panel's Fin. Advisor
TROPICANA ENT: Nevada Gaming Permits New Board to Manage Biz
UAL CORP: Names Kathryn Mikells as Senior Vice President and CFO

UNO RESTAURANT: Cut to 'D'; S&P Doesn't Expect Interest Payment
US WEB: Files for Chapter 11 Bankruptcy in New York
US WEB: Case Summary & 19 Largest Unsecured Creditors
VALCOM INC: Court Confirms Second Amended Chapter 11 Plan
VERASUN ENERGY: Moody's Confirms Rating on $450MM Sr. Notes at B3

VION PHARMACEUTICALS: Nasdaq to Delist Securities on August 15
WACHOVIA CORP: Inks Deal to Settle Auction Rate Securities Probe
WACHOVIA TRUST: S&P Cuts Ratings of Six Classes to CCC, D
WELLMAN INC: Panel Wants to Cut Financial Advisor's Monthly Rate
WEST GALENA: Plan Turns Over Condo to Secured Lender Owed $53MM

WILD EDIBLES: Tavern Cuts Biz Ties, Says Employee Rights Group
WILLIAM HEROLD: Case Summary & 20 Largest Unsecured Creditors

* S&P Cuts 97 Ratings on US Synthetic CDOs at July Month-End Run
* S&P Cuts 31 Ratings on 4 CDO Deals to 'D' After Liquidations
* S&P Cuts Ratings on 64 Classes from 57 US RMBS to 'D'
* S&P Cuts 248 Ratings on 20 1st-Half 2007 Prime Jumbo RMBS Deals
* S&P Says US Auto Makers Driving Weakest Links' Debt Volume

* S&P Says CMBS Delinquency Rate Slightly Better Thus Far
* Loan Covenants Snag Retailers' & Restaurants' Credit, S&P Says
* Speculative-Grade Firms Fall as Defaults Rise, S&P Article Says

* Bankruptcy Filings Up Two-Folds in July and August
* Bankruptcy Filings in W.D. North Carolina Up More than 11% in H2

* Weil Gotshal Appoints Michael J. Lyle as Managing Partner  
* Thompson Hine Adds Associates for BL and C&P Finance Practice

* Upcoming Meetings, Conferences and Seminars

                             *********

ADELPHIA COMMS: Reports on Status of Distributions Under Plan
-------------------------------------------------------------
Pursuant to (i) the confirmed First Modified Fifth Amended Joint
Chapter 11 Plan of Adelphia Communications Corporation and its
affiliates, and (ii) the confirmed Third Modified Fourth Amended
Joint Chapter 11 Plan of the Century-TCI Debtors and Parnassos
Debtors, the Reorganized Debtors relate that they have sent
distributions to holders of allowed claims under the Plan.

The Reorganized Debtors, however, notify the U.S. Bankruptcy Court
for the Southern District of New York that since the Plan
effective date:

   (a) The distribution of cash and shares of Time Warner Cable
       Inc. was returned by 36 holders of allowed claims for one
       or more reasons.  

       A list of Refused Funds is available for free at:

               http://researcharchives.com/t/s?30e7

   (b) The distribution of cash and shares of Time Warner Cable
       to 460+ holders of allowed claims were returned to the
       Debtors as undeliverable to the claim holders.  

       A list of the Undeliverable Funds is available for free
       at http://researcharchives.com/t/s?30e8

   (c) Checks intended for cash distributions to 500 allowed
       claims remain uncashed since the Checks were neither
       negotiated within 120 days after the date of the issuance,
       nor did the Plan Administrator receive request for
       reissuance within 300 days after the Checks were issued.

       A list of the Uncashed Funds is available for free at:

              http://researcharchives.com/t/s?30e9

   (d) The cash distribution in the form of a check to 66 allowed
       claim holders was either returned to the Century-TCI
       Debtors and Parnassos Debtors or the Joint Venture Debtors
       as undeliverable to the claimholder or remains
       uncashed.  

       A list of the JV Unclaimed or Undelivered Funds is
       available for free at:  

              http://researcharchives.com/t/s?30ea

The Reorganized Debtors assert that as the distributions of the
Undeliverable Funds were sent six months ago, the Plan
Administrator can now utilize those distributions for other
holders of allowed claims.

The Uncashed Funds, the Reorganized Debtors add, are now
available for distribution by the Plan Administrator to other
holders of allowed claims.

As the JV Checks have been unclaimed for over one year, the
Reorganized Debtors maintain those checks are available for
distribution to other holders of allowed claims.

Objections to the Claim Satisfaction Notice were due by
August 11, 2008.  If no party objects, the Reorganized Debtors
will pronounce the claims to have been satisfied and that they
will have no further obligation to make distributions under the
JV Plan.  

                           Responses

In separate filings, BellSouth Telecommunications, Inc., doing
business as AT&T Southeast and Park Stanton Place, Ltd., and Park
Stanton Place, LP, dispute the Claim Satisfaction Notice.

AT&T Southeast notes the Debtors has sought to void these
distributions:

   Entity                  Amount       Reason
   ------                  ------       ------
   AT&T Language Line      $875 &       Returned as
   Services               2 shares      undeliverable & no valid
                                        address provided

   BellSouth                $31         Uncashed for
                                        more than 120 days

   BellSouth               $422         Uncashed for
                                        more than 120 days

   BellSouth               $805         Uncashed for
                                        more than 120 days

   BellSouth Professional  $144         Uncashed for
   Services                             more than 120 days

AT&T explains that the Debtors made the distribution for AT&T
Language Line to a company that is no longer affiliated with
AT&T.  Furthermore, AT&T avers, the other distributions were
either mailed by the Debtors to AT&T payment lockboxes or
directed to a non-existent entity.  AT&T asserts the Debtors has
known AT&T's address since January 2003, but instead of being
alerted that the distributions remained uncashed, the Debtors
made no attempt to determine the correct address of AT&T.  Hence,
AT&T asks the Court to allow the AT&T distributions, and direct
the Debtors to make the payments to it without delay.

George Morrison, controller of Park Stanton, complains that the
delivery address for the distributions for the Undeliverable and
Uncashed Funds to Park Stanton are erroneous.  He avers that the
correct address is 8383 Wilshire Blvd., Suite 630, in Beverly
Hills, California 90211.  Accordingly, Park Stanton asks the
Court to:

   -- compel the Debtors to use the correct address on its
      records; and

   -- direct the Debtors to reissue the funds and shares to Park
      Stanton using the correct address.

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.  (Adelphia Bankruptcy
News, Issue No. 189; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Delivers Plan Status Reports for 2nd Qtr. 2008
--------------------------------------------------------------
Adelphia Communications Corporation and its affiliates have
delivered to the U.S. Bankruptcy Court for the Southern District
of New York post-confirmation status reports to apprise the
Honorable Robert E. Gerber of their consummation of the confirmed
First Modified Fifth Amended Joint Chapter 11 Plan.  

The Reorganized Debtors filed their latest post-confirmation
reports on July 18, 2008, covering developments in their Chapter
11 cases for the period from March 31, 2008, through June 30,
2008.

The Reorganized Debtors relate they have taken these steps in
connection with the consummation of the Plan:

   * Completed the fifth newly Allowed Claims Distribution on
     May 6, 2008, distributing $900,000 in cash and 782 shares of
     Time Warner Cable Class A Common Stock to holders of the
     Newly Allowed Claims.

   * Obtained Bankruptcy Court approval for supplemental claim
     orders, stipulations and settlements resolving 45 Disputed
     Claims, including the claims of General Dynamics and QVC
     totaling $53.7 million.  The Debtors aver they yet have to
     resolve 130 Disputed Claims.  

   * Distributed $2 million in principal and pre-effective date
     interest to the Allowed Bank Claim holders, which complied
     with the submission of Section 5.2(c)(v) certificates.
     About $68.8 million in principal and pre-effective date
     interest, including $5,100,000 under the JV Plan, remains
     undistributed.  

   * Released $5.7 million of holdbacks of certain professionals
     retained in the Debtors' Chapter 11 cases, including the
     final fee applications of 45 professionals.  Remaining
     holdbacks to be released total $4.4 million for 12
     professionals.  

   * Closed sale of the Adelphia headquarters building for
     $3.6 million on April 3, 2008.

   * Relocated administrative offices in Denver reducing square
     footage by 30,000 square feet and operating expenses by
     $57,000 per month.

Jeffrey A. Brodsky of Quest Turnaround Advisors, LLC, as Plan
Administrator of the Reorganized Debtors, reports these activity
for the period from March 31, 2008, through June 30, 2008.

                          Cash         Stock         Total
                      ------------  ------------  ------------
Balance at 3/31/08   $736,504,899  $138,088,549  $874,593,448
Additions               5,919,314             0     5,919,314
Interest Income         4,684,800             0     4,684,800
Plan Disbursements    (18,109,849)  (23,329,444)  (41,439,293)
Operating Costs        (7,592,167)            0    (7,592,167)
                      ------------   -----------  ------------
Balance at 06/30/08  $721,406,997  $114,759,105   836,166,102

The amounts listed under the column "Stock" reflect the New
Deemed Value of the TWC Class A Common Stock for $37 and its
closing price for $26 at June 30, 2008, Mr. Brodsky explains.  
Thus, the fair market value of the remaining stock on June 30,
2008 was $80.4 million.  The "Additions" included net cash
receipts for $3.4 million from the Headquarters Sale, Hurricane
Wilma insurance refund for $1.8 million, QVC receivable
settlement for $500,000 and other miscellaneous cash receipts for
$200,000.  

"Operating Costs" include professional expenses for $4.4 million,
payroll, benefits and bonus payments for $2.1 million,
professional expenses related to pre-emergence periods of
$700,000 and other overhead expenses for $400,000.

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.  (Adelphia Bankruptcy
News, Issue No. 189; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Court Finds Insufficient Basis for $44 Mil. Claim
-----------------------------------------------------------------
The Honorable Cecelia Morris of the U.S. Bankruptcy Court for the
Southern District of New York denied a $44 million claim asserted
by Lucent Technologies Inc. and sustained Adelphia Communications
Corp.'s objection to that claim.

The matter before the Court is Adelphia Communication Corp.'s
objection to the proof of claim of Lucent for $44,721,519.  The
Lucent Claim is primarily based on Delaware's Revised Uniform
Limited Partnership, where under the DLPA, Lucent seeks to hold
ACOM liable for the debt of Devon Mobile Communications, L.P.,
under an agreement between Lucent and Devon.

The Lucent-Devon Contract was inked in October 2000, where Lucent
provided a wireless network or sold wireless equipment to Devon.  
Devon was formed by ACOM and Devon G.P. as a Delaware limited
partnership in 1995.

Lucent had the burden of proof.  If Lucent was to prevail on its
claim under the DLPA, it had to:

    -- prove the threshold issue of "control" under the DLPA;
       and

    -- show reasonable belief that ACOM is a general partner of
       Devon.

Through a five-day trial in June 2008, Judge Morris listened to
live testimony from several witnesses and reviewed numerous
exhibits.  Upon deliberation, Judge Morris opined that Lucent has
failed to establish a prima facie case under the DLPA.

The Court found that majority of the evidence offered by Lucent
at the trial failed to differentiate as to conduct of ACOM or
Adelphia Business Solutions, Inc., an ACOM affiliate.

Much of the remaining evidence revealed that Lucent's confusion
as to which entity was responsible for the debts of Devon was due
to its own internal miscommunication or misplaced priorities,
Judge Morris held.

"Still other documents suggest," Judge Morris said, "Lucent knew
perfectly well that AC[OM] was a limited partner of Devon; in
other words, these documents suggest that Lucent had no belief,
reasonable or otherwise, that AC[OM] was the general partner of
Devon or that AC[OM] would be liable for the debts of Devon."

Further undermining Lucent's "reasonable belief" claim is its
conduct, Judge Morris asserted.   The Court noted that after
the signing of the Lucent-Devon Contract, during the time that
Lucent was required to fulfill Devon purchase orders but prior to
the time when Lucent could begin issuing invoices under that
contract, ABIZ announced the cancellation of about $110 million
of orders.  "This circumstance caused Lucent to begin re-
evaluating ABIZ's credit-worthiness and ultimately its exposure
under the Lucent-Devon Contract.  Lucent then devised a series of
'strategies' to obtain payment from ABIZ and/or AC[OM]," Judge
Morris pointed out.

Evidence at trial, the Court held, suggests that Lucent did not
transact business based on a belief that ACOM would be liable as
a general partner of Devon.  "Rather Lucent's decisions appear to
have been motivated by its aggressive sales department that
ignored or strong-armed its billing and credit department, and
did not involve the legal department until it was too late,"
Judge Morris said.

A full-text copy of the 71-page Memo Decision on Lucent's "Prima
Facie Case" argument of its claim is available for free at:

              http://researcharchives.com/t/s?30e6

Lucent subsequently informed the Court of its withdrawal of the
DLPA Claim to the extent that it was based on the other theories
of liability.

Against these backdrop, the Court granted summary judgment of the
Lucent's DLPA Claim in ACOM's favor.  Judge Morris denied the  
Lucent Claim in its entirety and sustains ACOM's objection to the
Claim.

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.  (Adelphia Bankruptcy
News, Issue No. 189; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AFFINITY TECHNOLOGY: Files for Ch. 11 Bankruptcy in South Carolina
------------------------------------------------------------------
Affinity Technology Group, Inc. filed a voluntary petition under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the District of South Carolina after failing to pay a
judgment to Temple Ligon from a lawsuit dated Nov. 30, 1996.

The lawsuit alleged that the company breached an agreement to give
Mr. Ligon a 1% equity interest in the company in consideration of
services he claims to have performed in 1993 and 1994 in
conjunction with the formation of the company.  Mr. Ligon sought
monetary damages of $5,463,000.

According to the company's regulatory filing with the Securities
and Exchange Commission, it incurred substantial operating losses
and needs to use enough amount of cash to fund its operations.  At
June 30, 2008, the company had cash and cash equivalents of
$16,861 and a working capital deficit of $4,909,628.

"We are obviously disappointed that we have had to file for
bankruptcy," said Joe Boyle, Chairman, president and chief
executive officer of Affinity.  "However, as we have previously
announced, our financial resources are nearing exhaustion, and due
to the limitations placed on our patents in May by the United
States Court of Appeals for the Federal Circuit, we believe the
further pursuit of our patent licensing program and the raising of
additional capital necessary to continue such pursuit is not a
realistic alternative."

"Accordingly, our plan is to offer our patents for sale in an
orderly process while we are in Chapter 11 and to avoid a Chapter
7 liquidation, in which a court-appointed trustee would execute
the sales process," Mr. Boyle said.  "It is possible, however,
that our limited resources or other factors could later force us
to convert our Chapter 11 case to a Chapter 7."

                         Financial Results

The company reported $8,000 in revenues with a net loss of
$514,000 for the second quarter and six months ended June 30,
2008.  Second quarter 2007 revenues were $8,000 and the Company
reported a net loss of $476,000.

The weighted average number of shares outstanding during the three
months ended June 30, 2008 was 47,100,000, compared to 45,300,000
for the same period in 2007.

For the first six months of 2008, revenues were $17,000,000, with
a net loss of $742,000,000.  Revenues for the comparable period in
2007 were $17 thousand, with a net loss of $919,000.  The weighted
average number of shares outstanding during the six months ended
June 30, 2008, was 47,100,000, compared to 45,300,000 for the same
period in 2007.

A full-text copy of the company's consolidated balance sheets for
the quarter ended June 30, 2008 is available for free at:

               http://ResearchArchives.com/t/s?30f1

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc. (OTCBB:AFFI) -- http://www.affi.net/-- owns a
portfolio of patents that covers the automated processing and
establishment of loans, financial accounts and credit accounts
through an applicant-directed remote interface, such as a personal
computer or terminal touch screen.  Affinity's patent portfolio
includes U.S. Patent No. 5,870,721C1, No. 5,940,811, and No.
6,105,007.


ASARCO LLC: Asbestos Debtors Want to Obtain $10 Mil. DIP Loan
-------------------------------------------------------------
Lac d' Amiante du Quebec Ltee, Lake Asbestos of Quebec, Ltd., LAQ
Canada, Ltd., CAPCO Pipe Company, Inc., and Cement Asbestos
Products Company -- the Asbestos Subsidiary Debtors -- seek
permission from the U.S. Bankruptcy Court for the Southern
District of Texas to obtain up to $10,000,000 of senior secured
intercompany debtor-in-possession term loan from ASARCO LLC.

The Asbestos Debtors, according to their counsel, Kevin J.
Franta, Esq., at Jordan, Hyden, Womble, Culbreth & Holzer, P.C.,
in Corpus Christi, Texas, have no operations and are not
generating any income, and thus are unable to obtain unsecured
credit to continue to fund their reorganization fees, costs, and
expenses.  The Asbestos Debtors believe that it is reasonable to
borrow the necessary funds to continue to meet their Chapter 11
obligations and maintain the administrative solvency of their
estates.

Specifically, Mr. Franta says the DIP Loans will be used by the
Asbestos Debtors to provide working capital to fund (a)
professional fees and expenses, (b) taxes and other statutory
fees and costs, (c) fees of the Office of the U.S. Trustee as
required by law, and (d)administrative expenses incurred in the
ordinary course of business.

ASARCO believes that under the circumstances an intercompany loan
is a sound exercise of its business judgment.  ASARCO, according
to its counsel, James R. Prince, Esq., at Baker Botts L.L.P., in
Dallas, Texas, has an interest in ensuring that the Asbestos
Debtors continue to meet their obligations in the Reorganization
Cases.

The salient terms of the DIP Agreement are:

   Closing Date:     Later of three business days after entry of
                     a final DIP order

   Termination       
   Date:             All commitments under the DIP Facility will
                     terminate at the earliest of (a) April 1,
                     2009, or (b) the effective date of any plan
                     of reorganization of the Borrowers or
                     ASARCO.

   Interest Rate:    The interest rate for advances under the
                     line of credit will be at a rate equal to
                     5.00%

   Interest
   Payments:         Interest on the outstanding principal of the
                     DIP Facility will accrue each month and will
                     be due and payable on the Commitment
                     Termination Date.  Interest will be computed
                     on a 365/366-day basis.

   Advances:         Advances will be in principal amounts equal
                     to invoices for professional services and
                     other approved expenses of the Borrowers.
                     Advances will be limited to twice each
                     calendar month following the Lender's
                     receipt of the Monthly Statements.  All
                     Advances, once paid, may not be re-borrowed.

   Repayment:        The Borrowers will repay each Advance,
                     together with all accrued but unpaid
                     interest, no later than on the Commitment
                     Termination Date.  Lender reserves the right
                     to credit all amounts due under the DIP
                     Facility as a portion of Lender's
                     contribution to a 524(g) trust under a
                     confirmed Chapter 11 plan.

   Collateral:       To secure all obligations under the DIP
                     Facility, Borrowers will grant to Lender,
                     pursuant to Section 364(c)(2) of the
                     Bankruptcy Code, a first priority lien on
                     all of Borrowers' properties and their
                     proceeds.

   Conditions
   Precedent
   to Closing:       Customary conditions, including, but not
                     limited to, appropriate Board and bankruptcy
                     court approvals.

   Conditions
   Precedent to
   all Advances:     Customary conditions, including, but not
                     limited to (a) delivery of the Monthly
                     Statements that is satisfactory to Lender,
                     and (b) no Default or Event of Default has
                     occurred and is continuing, or would result
                     from the Advance.

   Representations   
   and Warranties;   
   Covenants:        Customary covenants, including but not
                     limited to, (a) preservation and maintenance
                     of corporate existence; (b) compliance with
                     laws; and (c) payment of taxes and statutory
                     fees and costs due and payable.

   Events of
   Default:          Customary events of default, including, but
                     not limited to (a) failure to pay principal
                     and interest when due, (b) material breach
                     of a covenant that is not cured within
                     30-day notice period, or (c) a material
                     adverse change.

   Set-off Rights:   Lender will be entitled to normal set-off
                     rights and recoupment rights, including with
                     respect to any fundings made by Lender to a
                     Section 524(g) trust under a confirmed
                     Chapter 11 plan.

   Superpriority
   Claims:           All obligations of Borrowers under the DIP
                     Finance Agreement will constitute allowed
                     super-priority administrative expense claims
                     under Section 364(c)(1) on behalf of Lender.

   Governing Law:    State of Texas

   Expenses:         Each party will bear its own costs and
                     expenses.

                          About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--    
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Stutzman,
Bromberg, Esserman & Plifka, APC, represents the Official
Committee of Unsecured Creditors for the Asbestos Debtors.
Former judge Robert C. Pate was appointed as the future claims
representative.  Details about their asbestos-driven Chapter 11
filings have appeared in the Troubled Company Reporter since
April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for $2,600,000,000.

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


ASARCO LLC: Court Extends Lease Decision Period to January 1
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas to
further extend the time by which ASARCO LLC and its debtor-
affiliates must decide on whether to assume or reject unexpired
non-residential real property leases until Jan. 1, 2009.

Judith W. Ross, Esq., at Baker Botts L.L.P., in Dallas, Texas,
said the extension of the lease decision deadline is necessary to
give the Debtors adequate time to evaluate the Leases in
anticipation of a Court-approved exit from bankruptcy.

Ms. Ross related that the Debtors are in the final stages of
formulating their plan of reorganization, which must be filed by
July 31, 2008.  The Debtors, she said, anticipate that
confirmation hearings and their successful exit from bankruptcy
will occur in December 2008.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--    
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Stutzman,
Bromberg, Esserman & Plifka, APC, represents the Official
Committee of Unsecured Creditors for the Asbestos Debtors.
Former judge Robert C. Pate was appointed as the future claims
representative.  Details about their asbestos-driven Chapter 11
filings have appeared in the Troubled Company Reporter since
April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for $2,600,000,000.

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


ASARCO LLC: To Pay $143 Million for Cleanup of Montana Sites
------------------------------------------------------------
The state of Montana, in a press release, said it has entered
into a settlement with ASARCO LLC, under which ASARCO will
provide an additional $143,000,000 to the state to clean up
industrial and mining sites owned by ASARCO.

The agreement provides funding for cleanup of groundwater and
soils contaminated by decades of lead smelting in East Helena, as
well as additional cleanup of ASARCO-owned property at the Upper
Blackfoot River, Iron Mountain, and the Black Pine/Combination
Mining District sites.

"This is good news and means more money for our booming
restoration economy," Montana Governor Brian Schweitzer said.  
"We are going to put these new dollars to work on the ground
creating more, good-paying jobs and cleaning up the mistakes of
the past to make East Helena and Montana a better place for
future generations."

The $143,000,000 will be placed into a fund managed by a trustee.  
In turn, the trustee will restore the property as directed by the
Montana Departments of Environmental Quality and Justice, and the
federal Environmental Protection Agency, Department of Interior,
Forest Service and Department of Justice.

"ASARCO has agreed to pay $100 million for remediation at the
East Helena site," Montana Attorney General Mike McGrath said.  
"It is part of the plan that we believe will ultimately restore
the contaminated groundwater in East Helena."

The settlement is part of ASARCO's joint plan of reorganization
filed on July 31, 2008.

"We are pleased that the new ASARCO -- unlike its predecessor -
has been willing to recognize its responsibilities and negotiate
in good faith to reach this settlement," McGrath said.  "This
time, Montanans won't be left holding the bag."

In April 2008, ASARCO agreed to pay $37,000,000 to the State for
the removal of the Mike Horse Dam on the Upper Blackfoot River
and restore contaminated streams near the dam, and $8,100,000 to
fund the cleanup of the Barker Hughesville mine site in Judith
Basin and Cascade Counties.  ASARCO also agreed to pay $2,200,000
for portions of the Iron Mountain site not owned by ASARCO.

                   ASARCO Stipulates with PRPs
                    to Resolve Several Issues

ASARCO seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York of a stipulation it entered into
with Atlantic Richfield Company, BP America, Inc., Amoco Oil,
Amoco Production Company, Amoco Research Center and BP Amoco PLC,
and Colorado School of Mines, to tackle the withdrawal under which
the potentially responsible third parties agree to withdraw of the
School's PRP Claim, and BP Amoco's Claim Nos. 10885, 10886, 10887
and 10888.

The parties agree that the School and BP Claims will be
withdrawn.  The claims withdrawal is without adjudication or any
determination of the validity of the PRP Claims.  The PRPs are
barred from asserting the same or any further claims at against
the Debtors.

       Union Pacific & ASARCO Preserve Section 502 Disputes

ASARCO and Union Pacific Railroad Company, in a stipulation,
agree that their rights to raise, brief, and argue all issues
related to Union Pacific's claims, including the applicability of
Section 502(e)(1)(B) of the Bankruptcy Code, are preserved and
not waived.

Hecla Limited, a PRP, informed the Court that it will not submit
a brief concerning the  applicability of Section 502(e) to the
sites where the settlements have been approved by the Court.

                           *     *     *

Judge Richard S. Schmidt approves the settlement agreement entered
into among ASARCO, the U.S. Government, and the state of Idaho
regarding the Coeur D'Alene Site.

                          About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--    
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Stutzman,
Bromberg, Esserman & Plifka, APC, represents the Official
Committee of Unsecured Creditors for the Asbestos Debtors.
Former judge Robert C. Pate was appointed as the future claims
representative.  Details about their asbestos-driven Chapter 11
filings have appeared in the Troubled Company Reporter since
April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for $2,600,000,000.

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


ATHENA CDO: Moody's Withdraws Ba2 Priority Rating of Senior Notes
-----------------------------------------------------------------
Moody's Investors Service withdrawn the rating on this note issued
by Athena CDO Limited:

Class Description: Second Priority Senior Notes

   -- Prior Rating: Ba2

   -- Current Rating: WR

According to Moody's, the rating action is a result of the notes
being redeemed in full.


ATLANTIC WIRE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Atlantic Wire Company, LLC
        1 Church Street
        Branford, CT 06405

Bankruptcy Case No.: 08-32631

Type of Business: The Debtor manufactures low to medium carbon and
                  alloy steel cold-heading wire and processed rod.  
                  It also provides custom coatings, soaps, and
                  lubricants for the entire range of the fastener
                  and wire-forming industries.
                  See http://www.atlanticwireco.com/

Chapter 11 Petition Date: August 12, 2008

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Elizabeth Theresa Arana, Esq.
                  Brown Rudnick Berlack Israels LLP
                  CityPlace I
                  185 Asylum Avenue
                  Hartford, CT 06103
                  Tel: (860) 509-6513
                  Fax: (860) 509-6501
                  Email: EArana@brownrudnick.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $10 million to $50 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Gerdau Ameristeel                Trade Debt          $1,194,280
P.O. Box 116660
Atlanta, GA 30368-6660

Arcelormittal Montreal, Inc      Trade Debt            $330,061
P.O. Box 1116
Detroit, MI 48231

NUCOR                            Trade Debt            $179,476
P.O. Box 822361
Philadelphia, PA 19182-2631

Collins & Jewell Co. Inc.        Trade Debt            $122,999

Brasco Technologies              Trade Debt             $39,865

H.Krevit & Company               Trade Debt             $26,030

Tax Collector - Town of Branford Tax                    $22,513

Heatbath Corporation             Trade Debt             $17,863

McVAC                            Trade Debt             $17,536

Linde, Inc.                      Trade Debt             $12,822

Securitas Security               Trade Debt             $10,525

Ramco Recovery, Inc.             Trade Debt              $9,613

Summit Handling Systems          Trade Debt              $9,610

Abtrex Industries                Trade Debt              $9,236

Alpine Environmental             Trade Debt              $7,922
Services, LLC

Streamline Press                 Trade Debt              $5,929

Valley Container, Inc.           Trade Debt              $4,986

FLS Transportation               Trade Debt              $4,932

Air Compressor                   Trade Debt              $4,837

Yellow Transportation, Inc.      Trade Debt              $4,647


ATLANTIS PLASTICS: Selling Plastic Films to AEP Industries
----------------------------------------------------------
Converting Magazine reports on Aug. 17, 2008, that Atlantis
Plastics, Inc., has agreed, as part of its reorganization, to sell
substantially all of the assets of its debtor-affiliate, Atlantis
Plastic Films, Inc., to AEP Industries, Inc., of The Netherlands.

According to Converting Magazine, Atlantis Plastics said that the
proposed sale is subject to higher and better offers, bankruptcy
court approval and other conditions.  Atlantis anticipates closing
on the deal in October 2008, says Converting Magazine.

Converting Magazine added that Atlantis Plastics also announced
that it has reached an agreement with a consortium of lenders led
by GE Business Financial Services, Inc., for a $26.5 million post-
petition financing facility, which will provide Atlantis with
sufficient working capital and financial resources to continue
normal business operations at all of its facilities.

                      About Atlantis Plastics

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

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

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


ATLANTIS PLASTICS: Moody's Cuts Default Rating to D from Ca/LD
--------------------------------------------------------------
Moody's Investors Service revised the Probability of Default
Rating of Atlantis Plastics, Inc. to D after the company's
announcement it filed voluntary petitions for Chapter 11
reorganizations for itself and its subsidiaries.  Moody's will
withdraw the ratings within several days.

Moody's took this rating actions:

  -- Revised, Probability of Default Rating, to D from Ca/LD

Moody's previously downgraded the Probability of Default Rating to
Ca/LD to reflect the company's failure to pay the interest on its
$75 million junior term loan due 2012.

Atlantis filed for Chapter 11 on August 10, 2008 to facilitate the
sale of its Plastic Films and Molded Plastic Products businesses.  
The company said that it had reached definitive agreements to sell
substantially all of the assets of its Plastic Films business to
AEP Industries Inc. and substantially all of the assets of its
Molded Plastics Products business to a subsidiary of Monomoy
Capital Partners L.P., a New York based private equity fund.

The proposed sales will be subject to higher and better offers,
bankruptcy court approval and other conditions customary in
transactions of this type.  The company anticipates closing the
sales in October 2008.  The company also announced that it has
reached an agreement with a consortium of lenders for a $26.5
million post-petition financing facility which will provide
sufficient working capital and financial resources to continue
normal business operations.

Atlantis Plastics, Inc., headquartered in Atlanta, Georgia, is
a manufacturer of specialty polyethylene films and molded and
extruded plastic components used in a variety of industrial and
consumer applications.  Revenues for the twelve months ended March
30, 2008 were $404 million.


BARBEQUES GALORE: Files for Chapter 11 Bankruptcy in California
---------------------------------------------------------------
Barbeques Galore Inc. filed voluntary petition under Chapter 11
of the U.S. Bankruptcy Code before the U.S. Bankruptcy Court for
the Central District of California, blaming slowdown in home
sales, Bloomberg News reports.

According to Bloomberg, a company official said the general
collapse of the market from home sales and its inability to borrow
from its bank lender compelled it to seek bankruptcy protection.

The company listed assets and debts of between $10 million and
$50 million each, the report says.  The company said it intends to
sell itself or come up with a plan of liquidation with its
lenders, the report adds.

The company has at most 5,000 creditors including Sakura Bath &
Kitchen Products of Guanodong, China, which is asserting a
$1.6 million claim against the company, the report says.

In March 2008, the company borrowed $22 million from a line of
credit with Wells Fargo Retail.  The loan is secured by all of the
assets of the company and that of its affiliates, Bloomberg says.  
As of July 30, 2008, the company had $12.6 million outstanding
under the line of credit, the report notes.

The company owes $38 million in unsecured debt to Ironbridge,
which is subordinated to the credit line, the report relates.  The
company had $16 million in unsecured debts and $1.4 million in
taxes, the report says.

The company's affiliate Barbeques Galore Ltd. from Auburn,
Australia, was excluded in the bankruptcy filing, the report says.

Headquartered in Carlsbad, California, Barbeques Galore Inc.,
sells barbecues and accessories in its 65 stores in the United
States.  The company has at least 400 employees.


BARBEQUES GALORE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Barbeques Galore, Inc.
        2173 Salk Avenue, Suite 200
        Carlsbad, CA 92008

Bankruptcy Case No.: 08-16036

Type of Business: The Debtor is a specialty retailer of barbeque
                  and barbeque accessories.

Chapter 11 Petition Date: August 15, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Hon. Maureen Tighe

Debtor's Counsel: Jeffrey W. Dulberg, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  10100 Santa Monica Blvd Ste 1100
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  Email: jdulberg@pszjlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Grand Hall Enterprse Co. Ltd.    Trade Debt          $3,999,792
9th Floor
No. 298 Rueigang Road
Neihu, Taipei
Taiwan

Sakura Bath & Kitchen Products   Trade Debt          $1,639,805
No. 2 Ronggui South Road
Ronggui Town, Shunde City
Guanodong, China        

Nexgrill Industries, Inc.        Trade Debt          $834,833
280 Machlin Court
City of Industry, CA 91789

Lynx Grills, Inc.                Trade Debt          $755,305
6023 East Bandini Blvd.
Commerce City, CA 90040

Weber-Stephens Products          Trade Debt          $792,561
10571 Calle Lee, Suite 167
Los Alamitos, CA 90720

C.H. Robinson Company Inc.       Credit Debt         $697,336
14701 Charleson Road
Suite 2400
Eden Prairie, MN 55347-5093

Young & Rubicam                  Credit Debt         $640,053
7537 Irvine Center Drive
Irvine, CA 92715

Twin Eagles, Inc.                Trade Debt          $612,910
13231 East 166 Street
Cerritos, CA 90703

Cali-America, Inc.               Credit Debt         $588,414
161 W. Victoris Street
Suite 220
Long Beach, CA 90805

Honfield Limited                 Trade Debt          $537,576
Room 1305, Honour Industrial
6 Sun Yip Street, Chaiwan
Hong Kong, China

Paragon Distributors             Trade Debt          $535,865
2011 South Town East Blvd.
Mesquite, TX 75149-1122

KSL Media, Inc.                  Credit Debt         $223,710
16255 Ventura Boulevard
Suite 1212
Encino, CA 91436

Vallassis                        Credit Debt         $272,984
P.O. Box 3245
Boston, MA 02241-3245

Charter Enterprise, LLC          Trade Debt          $173,940
1255 Corporate Center Drive
Suite 402
Monterey Park, CA 91754

Marsh Risk & Insurance Service   Credit Debt         $89,024
Newport Beach Office
Dept. #68051
Los Angeles, CA 90088

Masterbuilt Manufacturing, Inc.  Trade Debt          $139,806
450 Brown Avenue
Columbus, GA 31906

Sues, Young & Brown, Inc.        Trade Debt          $143,783
515'l Commerce Drive
Baldwin Park, CA 91706

Robert H. Peterson Co.           Trade Debt          $130,787
14724 East Proctor Ave.
La Puente, CA 91746

Pricewaterhouse Coopers LLP      Credit Debt         $81,093
P.O. Box 31001-0068
Pasadena, CA 91110-0068

SC Staffing Solutions, Inc.      Credit Debt         $96,460
233 S. Azusa Avenue
West Covina C491792


BCBG MAX: S&P Hikes Rating to 'B-' on Covenant Changes
------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Los
Angeles-based BCBG Max Azria Group Inc. (BCBG) to 'B-' from 'CCC'.
"At the same time, we raised the rating on BCBG's amended $200
million term loan due 2011 to 'B' from 'B-', one notch higher than
the corporate rating on the company. We also lowered the recovery
rating on this debt to '2' from '1', indicating the expectation
for substantial (70%-90%) recovery of principal in the event of a
payment default. The outlook remains negative," S&P says.

The upgrade reflects BCBG's attainment of amendments on its credit
facility that revise the company's financial covenants. BCBG has
also attained waivers both to give the company through the end of
August 2008 to provide financial statements to lenders and for its
failure to meet financial covenants in the fourth quarter of 2007
and first quarter of 2008. The revised financial covenants include
financial ratios for the BCBG concept stand-alone and a minimum
EBITDA covenant for Max Rave.

"Currently, there is adequate cushion of about 20% of EBITDA on
BCBG's financial covenants," said Standard & Poor's credit analyst
Jackie E. Oberoi, "but we remain concerned that Max Rave may not
meet its minimum EBITDA covenant for the year."


BEAR STEARNS TRUST: S&P Affirms BB, B Ratings on 6 Classes
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 22
classes of commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Trust 2006-PWR11.

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

As of the Aug. 11, 2008, remittance report, the collateral pool
consisted of 180 loans with an aggregate trust balance of $1.826
billion, compared with 181 loans totaling $1.859 billion at
issuance. The master servicer, Wells Fargo Commercial Mortgage
Servicing (Wells), reported financial information for 99% of the
pool, all of which was full-year 2007 data. Standard & Poor's
calculated a weighted average debt service coverage (DSC) of 1.80x
for the pool, up from 1.66x at issuance. There are no delinquent
loans in the pool, and there is one asset with the special
servicer, Centerline Servicing Inc. (Centerline). The trust has
not experienced any losses to date. There are six loans in the
pool totaling $31.1 million (2%) that reported DSC of less than
1.0x; however, only one loan ($7.6 million) is currently a credit
concern. A variety of property types with an average balance of
$5.2 million secure the six loans. These loans have experienced a
weighted average decline in DSC of 47% since issuance.

The top 10 loans have an aggregate outstanding balance of $786.7
million (43%) and a weighted average DSC of 2.15x, up from 1.87x
at issuance. Standard & Poor's reviewed property inspections
provided by the master servicer for four of the assets underlying
the top 10 exposures. One of the properties was characterized as
"fair," while the remaining properties were characterized as
"good."

The credit characteristics of the SBC Hoffman Estates, De Anza
Shopping Center, King's Plaza, OSU Building, and Shaw's Stratham
loans are consistent with those of investment-grade obligations.
Standard & Poor's adjusted values for these loans are comparable
to the valuations at issuance.

The Shops at Breckinridge loan has a total exposure of $4.0
million (0.2%) and is the only asset with the special servicer.
The loan is secured by the fee interest in a 21,220-sq.-ft. retail
property in Duluth, Ga. The loan was transferred to Centerline on
March 11, 2008, after the borrower requested a moratorium on
principal payments. Centerline has begun the foreclosure process
and, based on an April 2008 appraisal, Standard & Poor's expects a
moderate loss upon the liquidation of the asset.

Wells reported a watchlist of 18 loans ($138.7 million, 8%). The
Brentwood Towne Square loan ($20.9 million, 1%) is the largest
loan on the watchlist. The loan is secured by a 196,757-sq.-ft.
retail property in Brentwood, Pa. The loan appears on the
watchlist because it reported a DSC of 1.12x for the year-ended
Dec. 31, 2006. The loan's DSC for the year-ended Dec. 31, 2007,
was 1.40x due to higher occupancy at the property. The loan will
be removed from the watchlist next month. The Troy Medical Office
Building loan ($7.7 million, 0.4%) is secured by a 49,846-sq.-ft.
medical office property in Troy, Mich. The loan appears on the
watchlist because it reported a 0.75x DSC for the year-ended Dec.
31, 2007. The property is 45% occupied and there are currently no
leasing prospects.

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

Bear Stearns Commercial Mortgage Securities Trust 2006-PWR11
Commercial mortgage pass-through certificates series 2006-PWR11

Class    Rating            Credit enhancement (%)
A-1      AAA                                30.53
A-1-A    AAA                                30.53
A-2      AAA                                30.53
A-3      AAA                                30.53
A-4      AAA                                30.53
A-AB     AAA                                30.53
A-M      AAA                                20.35
A-J      AAA                                12.34
B        AA                                 10.30
C        AA-                                 9.03
D        A                                   7.51
E        A-                                  6.49
F        BBB+                                5.34
G        BBB                                 4.33
H        BBB-                                3.05
J        BB+                                 2.67
K        BB                                  2.29
L        BB-                                 1.91
M        B+                                  1.78
N        B                                   1.53
O        B-                                  1.27
X        AAA                                  N/A

N/A-Not applicable.


BEAR STEARNS TRUST: S&P Cuts Rating on Class Q Securities to CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
Q commercial mortgage pass-through certificates from Bear Stearns
Commercial Mortgage Securities Trust 2005-PWR10.  Concurrently,
S&P affirmed its ratings on 24 pooled certificates from this
series.

"The downgrade reflects our credit concerns with four of the 16
loans in the pool that have reported debt service coverage (DSC)
below 1.0x. The downgrade also reflects anticipated credit support
erosion upon the eventual resolution of the specially serviced
asset," S&P explains.

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

"There are 16 loans ($217.6 million) in the pool that have
reported low DSC, four ($47.9 million) of which are credit
concerns. The 16 loans are secured by a variety of property types,
have an average balance of $13.6 million, and have experienced a
weighted average decline in DSC of 45% since issuance. The four
loans that we are concerned with are secured by retail, office,
and multifamily properties and have experienced a combination of
declining occupancy and higher operating expenses," S&P relates.

The Commerce Crossing Business Center loan is the only asset with
the special servicer, Centerline Servicing Inc. (Centerline). The
loan ($10.1 million, 0.4%) is 90-plus-days delinquent and is
secured by the fee interest in a 110,428-sq.-ft. office property
in Louisville, Ky. The loan was transferred to Centerline on June
6, 2008, for monetary default. Centerline has begun the
foreclosure process, and based on a July 2008 appraisal, Standard
& Poor's expects a moderate loss upon the liquidation of the
asset. As of the Aug. 11, 2008, remittance report, the collateral
pool consisted of 209 loans with an aggregate trust balance of
$2.569 billion, compared with 212 loans totaling $2.634 billion at
issuance. The master servicer, Wells Fargo Commercial Mortgage
Servicing (Wells), reported financial information for 99% of the
pool, all of which was full-year 2007 data. Standard & Poor's
calculated a weighted average DSC of 1.58x for the pool, up from
1.45x at issuance. The trust has not experienced any losses to
date.

The top 10 loans have an aggregate outstanding balance of $1.047
billion (43%) and a weighted average DSC of 1.47x, down from 1.52x
at issuance. Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 exposures, and all the properties were characterized as
"good."

"The credit characteristics of The Promenade - AZ, Sully Place
Shopping Center, Muirwood Apartments, Tennant Station, Pacheco
Pass Shopping Center, Sand Canyon Medical Office, Todd Center,
Eastgate Village, Quakertown Shopping Center, and Spring Creek
Apartments loans are consistent with those of investment-grade
obligations. Standard & Poor's adjusted values for these loans are
comparable to our valuations at issuance," S&P says.

Wells reported a watchlist of 26 loans ($309.1 million, 12%). The
Crocker Park loan ($99.2 million, 4%) is the largest loan on the
watchlist and the fifth-largest loan in the pool. The loan is
secured by a 618,817-sq.-ft. master planned mixed-use property in
Westlake, Ohio. The loan appears on the watchlist because it
reported a DSC of 0.96x during the loan's interest-only basis for
the year-ended Dec. 31, 2007. The interest-only period for the
loan has expired, and the loan will amortize on a 30-year schedule
going forward. Wells has control of $3.0 million in cash and a
$4.4 million letter of credit, both of which can be used for debt
service shortfalls and have not been drawn down to date.

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

RATING LOWERED

Bear Stearns Commercial Mortgage Securities Trust 2005-PWR10
Commercial mortgage pass-through certificates

           Rating

Class   To      From      Credit enhancement (%)
-----   --      ----      ----------------------
Q       CCC+    B-                          1.28
      
RATINGS AFFIRMED

Bear Stearns Commercial Mortgage Securities Trust 2005-PWR10
Commercial mortgage pass-through certificates

Class   To      From      Credit enhancement (%)
-----   --      ----      ----------------------
A-1      AAA                                30.75
A-1-A    AAA                                30.75
A-2      AAA                                30.75
A-3      AAA                                30.75
A-4      AAA                                30.75
A-AB     AAA                                30.75
A-M      AAA                                20.50
A-J      AAA                                12.30
B        AA+                                11.53
C        AA                                 10.38
D        AA-                                 9.48
E        A+                                  8.84
F        A                                   7.82
G        A-                                  6.79
H        BBB+                                5.64
J        BBB                                 4.61
K        BBB-                                3.20
L        BB+                                 3.08
M        BB                                  2.69
N        BB-                                 2.18
O        B+                                  1.92
P        B                                   1.67
X-1      AAA                                  N/A
X-2      AAA                                  N/A

N/A-Not applicable.


BLOUNT INTERNATIONAL: June 30 Balance Sheet Upside-Down by $33.3MM
------------------------------------------------------------------
Blount International Inc.'s consolidated balance sheet at June 30,
2008, showed $482.3 million in total assets and $515.6 million in
total liabilities, resulting in a $33.3 million stockholders'
deficit.

Including discontinued operations, the company reported net income
of $10.1 million for the second quarter ended June 30, 2008,
compared with net income of $11.2 million in the same period last
year.

Second quarter income from continuing operations was
$10.2 million, an increase from $9.9 million in the second quarter
of 2007.  

The company's sales in the second quarter were $155.1 million,
compared to $135.6 million in 2007, a 14.4% increase.  This year's
second quarter includes $10.3 million of sales from Carlton
Holdings Inc., beginning on the date of acquisition, which was
May 2 of this year.  Operating income in this year's second
quarter was $21.6 million compared to $22.7 million last year.  
This year's second quarter operating income was adversely impacted
by $2.0 million in acquisition-related charges as a result of the
Carlton purchase and approximately $1.9 million from changes in
foreign currency exchange rates compared to last year.

Debt at the end of the second quarter was $340.4 million, a
decrease of $19.7 million from last year's second quarter and an
increase of $43.4 million from Dec. 31, 2007.  The net increase in
debt during this year was related to the financing of the Carlton
acquisition.

Commenting on the second quarter results, James S. Osterman,
chairman and chief executive officer, stated: "The second quarter
performance of our company was good.  Healthy demand in most
geographic markets enabled the Outdoor Products segment to achieve
record sales for one quarter.  The strong sales performance in
international markets was aided somewhat by the relatively weak US
dollar, as well as the acquisition of Carlton, with over 80% of
its sales taking place overseas.  Our significant order backlog
indicates solid top line growth in the second half of the year,
although operating margins will be pressured by higher raw
material costs."

                     Outdoor Products Segment

The Outdoor Products segment's second quarter sales of
$146.4 million represent an increase of 14.2% from last year.  
Segment international sales were up 15.1% versus last year,
excluding Carlton.  Comparable domestic sales were down 10.4%
versus last year.  Increased volumes and selling prices drove the
comparable year-over-year improvement.  Foreign exchange rates and
a better sales mix also contributed to the increased sales.

Sales order backlog for the segment was $121.6 million at the end
the second quarter compared to $71.8 million in the comparable
period last year and $63.3 million as of Dec. 31, 2007.  June 30,
2008 backlog includes $24.6 million related to Carlton.

Segment contribution to operating income was $24.6 million in the
second quarter compared to $26.7 million in the comparable period
of 2007.  The decline in contribution includes acquisition-related
charges of $2.0 million relating to the Carlton purchase and
$1.9 million of adverse foreign currency exchange rate impacts
compared to last year, partially offset by higher unit volumes.  

The effects of the stronger year-over-year Canadian dollar (+11%)
and Brazilian real (+18%) on the segment's manufacturing costs
more than offset the positive impact on revenue caused by a weaker
US dollar.  Additionally, in the second quarter, the segment
experienced approximately $600,000 of steel cost increases and
continued to experience increases to logistics costs consistent
with the higher prices of fuel worldwide.  Segment operating
margins as a percentage of sales declined in this year's second
quarter to 16.8%, from 20.8% in 2007.  

                   Other and Corporate Expense

The corporate and other category includes centralized
administrative functions and a gear components manufacturing
business.  In the second quarter, contribution from other and
corporate expense totaled a loss of $3.0 million compared to a
loss of $4.0 million last year.  These results include year-over-
year improvement in profit from the sales of gear components of
$500,000 and a reduction in overhead expenses of $500,000.

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?30e3

                    About Blount International

Blount International Inc. (NYSE: BLT) -- http://www.blount.com/--       
is an international company operating one principal business
segment, the Outdoor Products segment.  Blount sells its products
in more than 100 countries around the world.  

The Outdoor Products segment manufactures and markets cutting
chain, bars, sprockets and accessories for chainsaw use, concrete-
cutting equipment, lawnmower blades and accessories for yard care
equipment.


BLUEPOINT RE: S&P Cuts Rating to 'R' After Liquidator Named
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its financial strength
and financial enhancement ratings on BluePoint Re Ltd. to 'R' from
'A'. An insurer rated 'R' is under regulatory supervision because
of its financial condition.

"The rating action follows the Supreme Court of Bermuda's order on
Aug. 7 appointing a provisional liquidator for the company," said
Standard & Poor's credit analyst Dick Smith. BluePoint Re had
petitioned for the appointment of a provisional liquidator. The
provisional liquidator will assess the operations and finances of
the company in anticipation of liquidating the company. BluePoint
Re has also filed for Chapter 15 Bankruptcy protection in New
York. Chapter 15 is used in circumstances where a bankruptcy
filing has taken place in another country and the entity is
seeking to have those actions recognized in the U.S.

During the regulatory supervision, the regulators may have the
power to favor one class of obligors over others or pay some
obligations and not others. BluePoint Re is wholly owned by
BluePoint Holdings Ltd., which in turn is wholly owned by Wachovia
Corp. (A+/Stable/A-1).


BOB'S STORES: Versa & Crystal Capital Complete Acquisition
----------------------------------------------------------
Versa Capital Management and Crystal Capital have acquired Bob's
Stores from The TJX Companies, Inc. (NYSE: TJX).  Terms of the
sale were not disclosed.  Following the sale, the management team
of Bob's Stores will remain with the company.

"Bob's Stores has a long tradition of providing great values in
name-branded apparel, footwear, workwear, and sportswear for all
ages," stated Greg Segall, Managing Partner of Versa Capital
Management. "The company has undergone significant change and
improvement under the ownership of TJX, and now moves forward as a
well-capitalized independent retailer that will continue to serve
its long-standing base of loyal customers in the Northeast and New
England. We look forward to working with the management team and
employees to help Bob's continue to grow as an organization and
fully deliver on its potential in terms of sales and earnings."

Dechert LLP provided legal counsel to Versa Capital Management and
Crystal Capital during the transaction.  

                  About Versa Capital Management

Versa Capital Management, Inc. -- http://www.versafund.com/--  
(formerly known as Chrysalis Capital Partners, Inc.), is private
equity investment firm with over $900 million of committed capital
focused on control investments in special situations involving
middle market companies in a wide variety of industries throughout
the United States.

                      About Crystal Capital

Established by a team of experienced financial professionals,
Crystal Capital -- http://www.crystalcapital.com/-- is an  
investment firm that provides capital for middle market companies
across all industries. The founding principals each have over 25
years of experience and have provided in excess of $15 billion in
creative capital commitments for buyouts, recapitalizations,
refinancings and growth opportunities.

                        About Bob's Stores

Bob's Stores, based in Meriden, Conn., is a value-oriented
retailer of name-branded casual clothing and footwear for the
entire family with more than $300 million in revenues through 34
store locations in the Northeastern U.S.

Bob's Stores, Inc., filed for chapter 11 protection on October 22,
2003 (Bankr. Del. Case No. 03-13254).  TJX purchased substantially
all of the assets of Bob's Stores and its subsidiaries and assumed
leases for 31 of Bob's Stores' locations, its Meriden,
Connecticut, office and warehouse lease, along with specified
operating contracts, and customer, vendor and employee
obligations, for something between $59 million and $100 million
(after numerous adjustments) in Dec. 2003.  A liquidation trust
was established under a Modified Consolidated Joint Plan of
Liquidation (confirmed Aug. 17, 2004, and declared effective on
Sept. 15, 2004) to reconcile all remaining claims and liquidate
the retailer's estate.  Joseph Myers, a partner and managing
director of Clear Thinking Group LLC and Liquidating Trustee for
BSI Holding Co., Inc., fka Bob's Stores, made a final distribution
to BSI's general unsecured creditors in Jan. 2006.  Unsecured
creditors recovered 98.5% on account of their claims in that
chapter 11 liquidation.  Adam Hiller, Esq., at Pepper Hamilton and
Michael J. Pappone, Esq., at Goodwin Procter, LLP represented the
Debtors in their restructuring efforts.  Jay R. Indyke, Esq., at
Kronish Lieb Weiner & Hellman LLP, and Charlene Davis, Esq., and
Deirdre Richards, Esq., at The Bayard Firm represented the
Creditors' Committee.


CENTRAL GARDEN: 10-Q Results to be Delayed Due to Employee Issues
-----------------------------------------------------------------
Central Garden & Pet Company disclosed in a regulatory SEC filing
that the Audit Committee of its Board of Directors is reviewing
issues raised in a letter from an employee.  Because the Audit
Committee's review has not been completed, the company's Quarterly
Report on Form 10-Q for its third fiscal quarter ended June 28,
2008, will be delayed.

The Audit Committee's review is primarily related to whether a
loss reserve should have been established for the end of fiscal
2005 relating to a customer dispute that was settled in early
fiscal 2006.

                       About Central Garden
  
Based in Walnut Creek, Calif. Central Garden & Pet Company
(Nasdaq: CENT/CENTA) -- http://www.central.com/-- markets and   
produces branded products for the lawn & garden and pet supplies
markets.  The company's products are sold to specialty independent
and mass retailers.

Central Garden & Pet Company has approximately 5,000 employees,
primarily in North America and Europe.

At June 30, 2008, the company's consolidated balance sheet showed
$1.33 billion in total assets, $809.1 million in total
liabilities, $2.7 million in minority interest, and $522.7 million
in total shareholders' equity.  Balance sheet information is
preliminary.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2008,
Standard & Poor's Ratings Service affirmed its 'CCC+' senior
subordinated debt ratings on Central Garden & Pet Co.  The outlook
is negative.


CHARITY CHRISTIAN: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Charity Christian Center Church, Inc.
        650 W. McKinley Street
        Baton Rouge, LA 70802

Bankruptcy Case No.: 08-11177

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: August 15, 2008

Court: Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: Pamela G. Magee, Esq.
                  7922 Wrenwood Boulevard, Suite B
                  Baton Rouge, LA 70809
                  Tel: (225) 925-8770
                  Fax: (225) 924-2469
                  Email: p.magee@att.net

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

The Debtor does not have any creditors who are not insiders.


CHRYSLER LLC: In Talks With Mahindra Over Infringement Issue
------------------------------------------------------------
Mahindra & Mahindra Limited said the company was in dialog with
Chrysler LLC after the US auto company accused it of design
infringement, The Times of India reports.

According to the report, Mr. Anand Mahindra, Managing Director and
Vice Chairman, Mahindra & Mahindra, insisted there was "no
infringement" on the part of the Mahindras, though the companies
were sorting out an issue related to the design of Mahindra
Scorpio's front grill design.

"We have some issues with Chrysler over the grill design of
Scorpio, but we are confident that there is absolutely no
infringement of any intellectual property," Mahindra was cited by
The Times of India as saying, adding that "dialog is on to resolve
the issue."

The Economic Times relates that Chrysler alleges M&M copied the
design from its automobile marquee, Jeep.  

According to the Economic Times, when M&M founders, brothers JC
Mahindra and KC Mahindra, started out in 1945 just after the war,
they began by assembling completely knocked-down (CKD) Willys
Jeeps imported from the US.  Chrysler pointed out that until 1994,
M&M could use the word, Jeep, but after 1994, it belonged only to
Chrysler.

Auto experts, the Economic Times says, indicate that M&M will have
to redesign the grill, as the US auto maker Chrysler is keen to
make its presence in emerging markets like India and China.

There is even speculation that Chrysler could initiate legal
action against the Indian utility vehicle major, The Times of
India adds.

The Hindu Business Line also reports that sources familiar with
the issue indicated that there was no question of legal battle
over the design dispute although there were a few e-mail
correspondence between Mahindra and Chrysler at the middle
management level.

A Chrysler official, when contacted by the Economic Times,
declined to comment.

                About Mahindra & Mahindra Limited

Headquartered in Mumbai, India, Mahindra & Mahindra Limited
manufactures a range of automotive vehicles, agricultural
tractors, implements and industrial engines, and is also engaged
in dealing in property development/construction activities.  Its
farm equipment sector designs, develops, manufactures and markets
tractors for Indian and overseas markets.  Its automotive sector
makes a range of vehicles, including multi-utility vehicles
(MUVs), light commercial vehicles (LCVs) and three wheelers.  
During the fiscal year ended March 31, 2007, the Company produced
1,44,090 vehicles, which included MUVs, cars and LCVs, including
8,811 LCVs produced for Mahindra International Limited, a
subsidiary of the Company and 614 cars produced for Mahindra
Renault Private Limited, another subsidiary of the Company, and
34,892 three wheelers.  In April 2008, it launched the After
Market Sector, comprising of various business units, including
Mahindra First Choice Services Ltd., Mahindra First Choice Ltd.
and Mahindra Spares Business.

                      About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital        
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

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

On July 31, 2008, TCR said that Fitch Ratings has downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.


CLOROX COMPANY: June 30 Balance Sheet Upside-Down by $350 Million
-----------------------------------------------------------------
The Clorox Company's balance sheet at June 30, 2008, showed total
assets of $4.73 billion and total liabilities of $5.08 billion,
resulting in a stockholders' deficit of $350 million.

Clorox reported fourth-quarter net earnings of $158 million.
Current quarter earnings were reduced by $10 million in pretax
charges associated with the restructuring-related charges,
including consolidation of the company's manufacturing network and
other charges, and $3 million associated with the Burt's Bees
acquisition.  In the year-ago quarter, Clorox reported net
earnings of $164 million.

For fiscal year 2008, Clorox reported net earnings of
$461 million.  Earnings for the fiscal year were reduced by
$59 million in pretax charges associated with the restructuring-
related charges, including consolidation of the company's
manufacturing network and other charges; and $20 million
associated with the Burt's Bees acquisition.  In fiscal year 2007,
the company reported net earnings of $501 million.  

For the fourth quarter, other income results reflected $9 million
in net foreign exchange transaction gains in the current quarter
versus a $3 million net loss in the year ago period.  For fiscal
year 2008, net foreign exchange transaction losses reflected in
other income were $2 million versus a net loss of $4 million in
fiscal 2007.

"I'm pleased with our performance for the quarter," Don Knauss,
chairman and CEO, said.  "We delivered strong total company and
base business top-line growth.  Our market shares held steady
overall, despite continued economic pressure on consumers.  Cost
savings and the benefit of recent price increases helped lessen
the impact of intense pressure from commodity and energy cost
increases."

"I feel very good about our overall performance for the year,
particularly given unprecedented cost pressures," Mr. Knauss said.
Importantly, we made very good progress against our Centennial
Strategy.  We drove growth on core businesses, including the new
Green Works(TM) line of natural cleaners and the Brita(R) brand.
We also continued to position our portfolio for faster growth
through the Burt's Bees(R) acquisition, which has done extremely
well to date.  I'm very proud of the hard work and dedication of
Clorox employees around the world."

                     Fourth-quarter highlights

Fourth-quarter sales grew 11% to $1.50 billion, compared with
$1.34 billion in the year-ago quarter.  Excluding the Burt's Bees
acquisition, sales in the current quarter grew 8%.

Fourth quarter total volume increased 6%.  Excluding Burt's
Bees(R) products, volume was up 4%.  Sales growth outpaced volume
growth primarily due to price increases and favorable foreign
exchange rates.

Gross margin in the fourth quarter decreased 210 basis points to
42.1% from 44.2%.  Excluding the impact of $8 million of the
restructuring-related charges reflected in cost of goods sold,
gross margin was 42.7%.  The year-over-year decrease was primarily
due to the impact of higher costs for commodities, manufacturing
and logistics, including diesel fuel.  These factors were
partially offset by the benefits of cost savings and price
increases.  During the quarter, Clorox generated cost savings of
$29 million, of which $25 million was included in gross profit and
the remaining $4 million in other lines of the income statement.

Net cash provided by operations was $254 million, compared to
$282 million in the year-ago quarter.  The year-over-year decrease
was primarily due to the timing of tax payments, partially offset
by improvements in working capital.

                     Fiscal year 2008 results

Fiscal year 2008 sales grew 9% to $5.27 billion.  Excluding the
Burt's Bees and bleach business acquisitions, sales grew 6%.

Volume for the fiscal year increased 6% compared with the prior
year.  Excluding Burt's Bees(R) products and the bleach
acquisition, shipments were up 3% due to growth in core brands
including Fresh Step(R) scoopable cat litter, Green Works(TM)
natural cleaners, Brita(R) products, Hidden Valley(R) salad
dressings and Clorox(R) disinfecting wipes.  Sales growth outpaced
volume growth primarily due to the benefit of favorable foreign
exchange rates and price increases.

Gross margin for the fiscal year decreased 190 basis points to
41.2% from 43.1%.  Excluding the impact of the previously
announced restructuring-related charges and Burt's Bees purchase
accounting step-up in inventory values, gross margin was 42.1%.
The decrease was primarily due to the impact of unfavorable
commodity and energy-related costs, partially offset by cost
savings and price increases.  For the fiscal year, Clorox
generated cost savings of $93 million, of which $81 million was
included in gross profit and the remaining $12 million in other
lines of the income statement.

Net cash provided by operations in fiscal year 2008 was
$730 million, compared to $709 million in the prior fiscal year.  
The increase was due to improvements in working capital, offset by
the timing of tax payments.

During the year, Clorox repurchased 2 million shares of the
company's common stock at a cost of $118 million under its ongoing
program to offset stock option dilution.  In addition, under the
ASR agreement, the company repurchased 12 million of its shares at
a cost of $750 million.

                    About The Clorox Company

Headquartered in Oakland, California, The Clorox Company (NYSE:
CLX) -- http://www.thecloroxcompany.com/-- manufactures and   
markets household cleaning products with fiscal year 2007
revenues of US$4.8 billion.  Clorox markets some of consumers'
most trusted and recognized brand names, including its namesake
bleach and cleaning products, Green Works(TM) natural cleaners,
Armor All(R) and STP(R) auto-care products, Fresh Step(R) and
Scoop Away(R) cat litter, Kingsford(R) charcoal, Hidden
Valley(R) and K C Masterpiece(R) dressings and sauces, Brita(R)
water-filtration systems, Glad(R) bags, wraps and containers,
and Burt's Bees(R) natural personal care products.

Clorox has manufacturing facilities in China, Costa Rica,
Dominican Republic, Malaysia, Panama, Peru, United Kingdom,
among others.

      
CROSS CREEK: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Cross Creek Lake Estates, LLC
        1786 Wilmington Pike
        Suite 200
        Glen Mills, PA 19342

Bankruptcy Case No.: 08-15229

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

Chapter 11 Petition Date: August 15, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Judge Stephen Raslavich

Debtor's Counsel: Jeffrey S. Cianciulli, Esq.
                  Weir & Partners LLP
                  1339 Chestnut Street
                  Suite 500
                  Philadelphia, PA 19107
                  Tel: (215) 665-8181
                  Email: jcianciulli@weirpartners.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


CWCAPITAL COBALT: S&P Lowers Ratings on Class G Notes to B
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of notes issued by CWCapital COBALT III Synthetic CDO
Ltd., a hybrid cash flow/synthetic collateralized debt obligation
(CDO) transaction, and removed them from CreditWatch with negative
implications, where they were placed on May 28, 2008.

The rating actions reflect credit deterioration as well as the
incorporation of Standard & Poor's revised recovery rate
assumptions for commercial mortgage-backed securities (CMBS).

As of the July 28, 2008, trustee report, approximately 29% of the
collateral's ratings (as of Aug. 13, 2008) were below investment-
grade, compared with approximately 22% as of the first trustee
report issued in January 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
   
CWCapital COBALT III Synthetic CDO Ltd.

                Rating
Class       To        From             Balance (mil. $)
-----       --        ----             ----------------
A           AA        AAA/Watch Neg               64.50
B           A+        AA/Watch Neg                42.50
C           BBB+      A/Watch Neg                 22.00
D           BBB       A-/Watch Neg                 6.00
E           BBB-      BBB+/Watch Neg               5.50
F           BB+       BBB-/Watch Neg               6.25
G           B         BB/Watch Neg                15.25

TRANSACTION INFORMATION

Issuer:              CWCapital COBALT III Synthetic CDO Ltd.
Co-issuer:           CWCapital COBALT III Synthetic CDO LLC
Trustee:             Wells Fargo Bank
Transaction type:    CDO hybrid cash flow/synthetic CDO


DAYTON SUPERIOR: S&P Puts 'B' Credit Rating on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Dayton,
Ohio-based Dayton Superior Corp., including its 'B' corporate
credit rating, on CreditWatch with negative implications.

The CreditWatch listing reflects the company's announcement that
it had extended the exchange expiration date to Sept. 5, 2008 for
its previously announced private exchange offer with respect to
its 13% senior subordinated notes due 2009 and concurrent consent
solicitation. As of Aug. 7, 2008, about $51 million in aggregate
principal amount of the notes had been tendered. If the company
does not repay, refinance, or extend the maturity of its existing
13% notes, its $100 million term loan will mature in March 2009.

"As a result, the recent extension decreases the time frame
relative to the term loan maturity, thus heightening near-term
refinancing risk," said Standard & Poor's credit analyst Michael
Scerbo.

Still, the company was in compliance with covenants under its
existing credit facility at June 30, 2008 and expects to remain in
compliance. In addition, liquidity is currently adequate, with
about $21 million available on its $150 million revolver
(reflecting $10.3 million of letters of credit outstanding) at
June 27, 2008. Although Dayton expects operating income to improve
in 2008, the company continues to face a difficult operating
environment that includes higher costs, such as for fuel and raw
materials, in addition to lower volumes.

In resolving its CreditWatch, S&P will review the company's
capital structure and financing proposals when and if they occur.


DIABLO GRANDE: R.W. Hertel Faces Civil Liability Complaint
----------------------------------------------------------
A $250,000 civil liability complaint has been filed against R.W.
Hertel & Sons Inc. in Stanislaus County, for storm water
violations at its RWHS Diablo Grande Legends subdivision,
Stephanie Hoops of Ventura County Star reports.

The Central Valley Regional Water Quality Control Board has
extended the time by which the company must respond to the
complaint from Aug. 8 to Sept. 5, according to the agency's
Environmental Program Manager Wendy Wyels.  She stressed that the
matter would not be up for any more extensions, the report said.

The request for an extension was filed by R.W. Hertel's lender,
East West Bank, which wrote the board expressing concern about the
development potential of the subdivision.  


In an Aug. 6 letter to the water board, East West Bank Senior Vice
President Steven Butcher wrote that a sale is pending for the
Diablo Grande, "and the outcome will substantially affect the
ongoing development of the area and the community."  East West had
wanted more time to asses the situation.

The Legends is part of a resort and residential area called the
"Diablo Grande" community, which is in Chapter 11 bankruptcy.

The bank indicated it ceased disbursing funds to the Legends in
June as a result of the hardships the company is facing mostly
arising from complaints about defective homes it constructed.  The
company had operated without a license.

                       About Diable Grande

Patterson, California-based Diablo Grande LP owns 33,000-acre real
property and runs a resort hotel with golf courses and convention
center.  Diablo Grande LP's general partner is Diablo Grande Inc.
with Donald Panoz as president.  It filed for chapter 11
protection on March 10, 2008 (Bankr. E.D. Calif. Case No. 08-
90365).  Judge Robert S. Bardwil is presiding the case.  Ori Katz,
Esq., and Michael H. Ahrens, Esq., at Sheppard Mullin Richter &
Hampton LLP, represents the Debtor in its restructuring efforts.  
When the Debtor filed for bankruptcy, it listed assets of between
$50 million and $100 million and debts of between $50 million and
$100 million.


DUNE ENERGY: June 30 Balance Sheet Upside-Down by $66.1 Million
---------------------------------------------------------------
Dune Energy Inc.'s consolidated balance sheet at June 30, 2008,
showed $567.0 million in total assets, $418.9 million in total
liabilities, and $214.2 million in redeemable preferred stock,
resulting in a $66.1 million stockholders' deficit.

Including the net loss from discontinued operations (after tax
benefit) of $24.5 million, Dune Energy company reported a
$33.1 million net loss for the second quarter of 2008.  This
compares to a net loss of $22.2 million for the second quarter of
2007, which includes income from discontinued operations of
$578,844.  

Operating income for the quarter was $19.6 million, compared with
an $8.3 million loss in the second quarter of 2007.  Included in
the results for the second quarter of 2008 was $24.8 million of
realized and unrealized losses associated with hedging activities.  
Of this amount, $3.7 million was realized during the quarter.  In
addition, there was a $5.3 million income tax benefit recorded
during the second quarter of 2008.

EBITDAX (Earnings Before Interest, Taxes, Depreciation,
Amortization and Exploration), a non-GAAP supplemental performance
measure, totaled $52.1 million for the first half of 2008, of
which approximately $32.9 million or 63% was attributable to the
second quarter.  This represented an increase of $11.7 million or
55% over the first quarter of the year and almost equaled the
$33.1 million reached during the last six months of 2007.  The
company disclosed that while higher commodity prices contributed
significantly to these results, improving operating efficiency
also added to the improvement.

                      Revenue and Production

Revenue for the second quarter totaled $51.5 million from
continuing operations as compared with revenue of $11.0 million
for the second quarter of 2007.  The Barnett Shale properties were
classified as a discontinued operation.  Production volumes for
the second quarter totaled 263 Mbbls of oil and 1.6 Bcf of natural
gas, or 3.2 Bcfe, as compared with 94 Mbbls of oil and 0.62 Bcf of
natural gas, or 1.18 Bcfe for the second quarter of 2007.  Second
quarter of 2008 average sales price per barrel of oil was $118.87
and $12.43 per Mcf for natural gas, versus $64.77 per barrel and
$7.88 per Mcf, respectively in the second quarter of 2007.  The
primary reasons behind the increase in revenue were higher volumes
in 2008 versus 2007, primarily associated with the company's major
acquisition in May of 2007, along with higher commodity prices.

                        Costs and Expenses

For the second quarter of 2008, field level lease operating
expense (LOE) was $5.24 million or $1.63/Mcfe.  Severance and Ad
Valorem taxes were $4.02 million or $1.26/Mcfe.  Transportation
and gathering was $390,000 or $0.12/Mcfe and workover expense was
$1.64 million or $0.51/Mcfe.  Total expenses were $11.29 million
or $3.52/Mcfe.  In the first quarter of 2008, field level LOE was
$2.20/Mcfe, while severance and Ad Valorem taxes were $1.01/Mcfe,
and transportation and gathering expense was $0.17/Mcfe, while
workover expense was $0.67/Mcfe.  Total operating expenses were
$12.0 million or $4.06/Mcfe.  Second quarter operating costs were
13% below the levels of the first quarter on an Mcfe basis.  The
company said these operating cost improvements are reflective of
the Company’s ongoing efforts at streamlining field operations.

Depletion, depreciation and amortization (DD&A) expense was
$15.1 million for the second quarter of 2008 while cash G&A
expense totaled $3.9 million.  Stock based compensation was
$1.3 million in the quarter.  Interest and financing expense was
$8.8 million for the second quarter.  The company said it expects
that cash G&A and interest and financing expenses will remain at
or near these levels for the remainder of 2008.  DD&A is expected
to increase quarterly with increased production.

            Discontinued Operations – Barnett Shale

The company signed a Purchase and Sale Agreement to dispose of its
Barnett Shale properties in Denton and Wise Counties, Texas for
$41.5 million.  The effective date of the sale is May 1, 2008,
with a closing anticipated during the third quarter of 2008.  The
company recognized a non cash $40.9 million writedown of these
assets to reflect fair value.  Dune has decided to focus its
exploration and development activities in its higher margin Gulf
Coast operations.

                      Operational Highlights

Production for the quarter, including the Barnett Shale
properties, was 40 Mmcfe/day, in line with previously provided
guidance.  The company anticipates a slight dip in production in
the third quarter to between 35 and 37 Mmcfe/day as a result of
the sale of the Barnett Shale properties.  Management anticipates
fourth quarter production will ramp up to between 40 and 44
Mmcfe/day based on planned drilling and workover activity.  

Dune anticipates a capital program of between $45.0 million and
$50.0 million in the second half of the year.  This will allow for
drilling and completing 3-4 new wells at Garden Island Bay along
with numerous workovers and recompletions in several other fields.  
At both the company's Chocolate Bayou Field in Brazoria County,
Texas and Bayou Couba Field in St. Charles Parish, Louisiana, Dune
is working with its partners in order to commence drilling late in
the calendar year.

James A. Watt, Dune's president and chief executive officer
stated, "Our operating results for the quarter were positive.  Our
cost structure is improving, and our focus will now center on
developing the numerous high potential opportunities for deeper
drilling within our existing Gulf Coast fields."

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?30eb

                        About Dune Energy

Headquartered in Houston, Texas, Dune Energy Inc. (Amex: DNE)
-- http://www.duneenergy.com/-- is an independent exploration and  
development company, with operations focused along the
Louisiana/Texas Gulf Coast and the North Texas Fort Worth Basin
Barnett Shale.  Proved reserves as of Jan. 1, 2008, totaled 175
Bcfe.  

                          *     *     *

Moody's Investor Service placed Dune Energy Inc.'s senior secured
debt, probability of default and long term corporate family
ratings at 'Caa2' in April 2007.  The ratings still hold to date
with a stable outlook.


DUNMORE HOMES: Panel Wants S. Dunmore's Objection to Plan Rejected
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Dunmore Homes,
Inc., asks the United States Bankruptcy Court for the Southern
District of New York to reject Sidney Dunmore's objection to the
confirmation of the Second Amended Plan of Liquidation.

Adam A. Lewis, Esq., at Morrison & Foerster LLP, in San
Francisco, California, contends that there are a variety of
infirmities in Mr. Dunmore's objection that the Committee is
confident the Debtor will address.  Among them is the
untimeliness of Mr. Dunmore's Objection, which was filed six days
after the deadline for confirmation objections.

With regard to Mr. Dunmore's issue with Section 14.4 of the Plan,
Mr. Lewis says Mr. Dunmore's objection is "absolute nonsense."

Mr. Dunmore originally complained that Section 14.4 might cause
him problems if he ever files for bankruptcy protection.  
"Indeed, what would Mr. Dunmore have the Plan do to address his
'issue'?" Mr. Lewis asks.  "The only conceivable 'remedy' for Mr.
Dunmore would be to have the Plan provide for future claims his
estate might have some day if there ever is such an estate."

Mr. Lewis argues that Mr. Dunmore is trying to manipulate the
Plan for his own exclusive benefit.

"If Mr. Dunmore wants special rights under the Plan, he must give
something significant of value to the Debtor's estate in return,"
Mr. Lewis says.  "That he has neither done nor offered to do on
this issue."

Based in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  The Debtor filed its plan of
liquidation and an accompanying disclosure statement on March 21,
2008.  The company amended the Plan on April 24.  In a hearing
held on August 12, 2008, the Court confirmed the Plan.

The California Bankruptcy Court approved Dunmore's Disclosure
Statement on June 12, 2008 as containing "adequate information"
within the meaning of Section 1125 of the Bankruptcy Code.

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.


DUNMORE HOMES: Wants Settlement with Travelers, et al. Approved
---------------------------------------------------------------
Dunmore Homes, Inc., asks the United States Bankruptcy Court for
the Southern District of New York to approve a settlement
agreement it entered into with Travelers Casualty & Surety Company
of America, Cal Sierra Construction, Inc., DeSilva Construction,
Inc., and Hemington Landscape Services, Inc., pursuant to Rule
9019 of the Federal Rules of Bankruptcy Procedure.

Travelers issued performance and payment bonds in favor of
certain subsidiaries of Dunmore Homes California, the Debtor's
predecessor company, for the benefit of contractors and
subcontractors who performed work for the Dunmore Companies.  

                       Contractor Claims

Certain parties, including contractors, have asserted claims
against some of the Bonds, according to Debra I. Grassgreen,
Esq., at Pachulski Stang Ziehl & Jones LLP, in San Francisco,
California.

Travelers noted that in February 2008, it paid an aggregate of
$2,668,273 to three contractors -- the Included Payments:

  Payee                       Amount   Project
  -----                    ----------  -------
  Cal Sierra Construction  $1,966,571  Croftwood Project
  DeSilva Construction        671,200  Croftwood Project
  Hemington Landscape          30,502  Monterey Village/
                                       Marina Court Projects

Cal Sierra also asserted the right to be paid the additional sums
of $224,499 and $28,650.  The Debtor disputed Cal Sierra's
request to recover additional payments.  Instead, the Debtor
acknowledge that Hemington Landscape may assert its right to
recover additional payments from Travelers for work performed at
the Monterey Village Projects.

Travelers said it paid Cal Sierra on February 20, 2008, about
$30,502 on Bond Claims relating to work performed at the Monterey
Village/Marine Court Projects.  Cal Sierra also asserted against
Travelers the right to be paid an additional $688,422 on a Bond
Claim relating to work performed at the Monterey Village
Projects.  Cal Sierra noted it has an unbonded stop notice.  
These Cal Sierra Payments, totaling roughly $720,000, are
referred to as "Excluded Payments."

                        Sources of Recovery

Travelers maintained that it is entitled to seek recovery against
the Debtor's secured lenders:

  (i) pursuant to a letter agreement it entered into with certain
      Lenders entered into letter -- the Set Aside Letters --
      pursuant to which the Lenders agreed to indemnify Travelers
      for payments on the Bonds; and

(ii) by obtaining, after paying on a Bond, the assignment of and
      is subrogated to certain claims that the Contractor
      Claimants hold against the Lenders with respect to work
      performed for the Debtor or its subsidiaries.  

The Contractor Claimants have each commenced litigation -- the
Bonded Stop Notice Litigation -- to recover on their Bonded Stop
Notice Claims, Ms. Grassgreen avers.

Pursuant to Section 3159 of the California Civil Code, the Debtor
believes that there are sufficient undisbursed loan proceeds to
reimburse Travelers for payments on Bond Claims where a Bonded
Stop Notice Claim has been asserted.

Travelers has also asserted that it is entitled to seek recovery
against Sidney Dunmore and the Debtor pursuant to a December 2005
indemnity agreement Dunmore California and Sidney Dunmore
executed.  Pursuant to the Debtor's acquisition of the Dunmore
California assets, the Debtor assumed Dunmore California and Mr.
Dunmore's obligations under the Indemnity Agreement.  Under that
Agreement, the Debtor is obligated to indemnify Travelers with
respect to the Bonds.

Ms. Grassgreen clarifies that although the Debtor and Mr. Dunmore
are co-indemnitors, Travelers' indemnity claims against the
Debtor have a much different impact on the estate than Travelers'
indemnity claims against Mr. Dunmore.  "Travelers' indemnity
claims against the Debtor result in a general unsecured claim
against the estate.  In contrast, Travelers' indemnity claims
against Mr. Dunmore result in a secured claim against the estate
because Mr Dunmore asserts that to the extent he makes a payment
to Travelers, he is entitled to contribution from the Debtor and
he intends to enforce that contribution claim by offsetting that
claim against the Dunmore Note -- [a $20 million line of credit
Dunmore California made available to Mr. Dunmore in a June 2005
Loan Agreement]."

Mr. Dunmore has asserted the right to reduce the estate's  
recovery on the Dunmore Note by between 50% and 100% of any
payment he makes to Travelers, Ms. Grassgreen points out.  In the
alternative, Mr. Dunmore has claimed he is entitled to a 50%
offset as a contribution claim of amounts paid to Travelers up to
$1,500,000 and 100% offset of the balance.

                   Dispute on Claim Subrogation

Against this backdrop, the Debtor asserted that when Travelers
paid any portion of a Bond Claim, it became subrogated to the
Contractor Claimants' Bonded Stop Notice Claim to the extent of
the payment.  The Debtor further asserted that Travelers should
intervene in the Bonded Stop Notice Litigation in order to
recover on its subrogated claims.

Both the Contractor Claimants and Travelers dispute that
Travelers obtained subrogation right on partial payments.  
Moreover, the Contractor Claimants refuse to grant express
assignments of their Bonded Stop Notice Claims to Travelers.  It
also remained unclear whether Travelers would intervene in the
Bonded Stop Notice Litigation after obtaining assignments.

By March 31, 2008, the Debtor commenced an adversary proceeding
against Travelers and the Claimants, seeking an injunction that
would prevent Travelers from making any payment on Bond Claims  
unless either (i) Travelers first received an assignment of the
Bonded Stop Notice Claim or (ii) the Bonded Stop Notice Claim was
resolved.  The Debtor also sought a dispute resolution protocol
on any payment on a disputed Bond Claim.  Accordingly, the Court
entered a preliminary injunction on the subject matter.

Ms. Grassgreen reveals that despite entry of the Preliminary
Injunction, no Contractor Claimant gave any assignments to
Travelers.  With respect to a proposed payment by Travelers worth
$688,422, Cal Sierra produced evidence that it filed a stop
notice, but did not file a Bonded Stop Notice with respect to its
Bond Claim for the amount.  Cal Sierra argued that because the
Bond Claim did not have an associated Bonded Stop Notice Claim,
there were no bonded stop notice rights to Travelers and an
assignment would not benefit the Debtor's estate.

Before entry of the Preliminary Injunction, Travelers issued a
series of checks to Cal Sierra for approximately $688,422.  After
the entry of the Preliminary Injunction, however, Travelers
withheld the $688,422 payments.  "It does appeared arguable that
Cal Sierra bonded only a portion of its claim so that it could
receive the anticipated payment from Travelers of $688,422
without having to give an assignment to Travelers," Ms.
Grassgreen points out.

In addition to the ongoing problem with respect to future
payments, Travelers has paid roughly $2,700,000 on Bond Claims
that were not subject to the Preliminary Injunction, Ms.
Grassgreen relates.  She reasons that given Travelers' position
that it was not subrogated with respect to the payments until the
Claimants were made whole, the estate faced the risk that
Travelers would never recover the payments from the Lenders and
would instead limit its recovery options to either the Set Aside
Letters, which are disputed, or Mr. Dunmore, thus leading to
offset claims that threatened to significantly reduce the
Debtor's recovery on the Dunmore Note.

The Debtor subsequently filed in May 2008 a request for mandatory
injunction in the Adversary Proceeding pursuant to which the
Contractor Claimants are required to assign their Bonded Stop
Notice Claims to Travelers to the extent of the payments already
received.

                        Parties Settle

In an effort to avoid costly litigation, Cal Sierra commenced
settlement negotiations.  The parties ultimately agreed on a
consensual resolution of their disputes.

The salient terms of the Settlement Agreement are:

   (a) The Contractor Claimants will assign to Travelers their
       Bonded Stop Notice Claims to the extent of the Included
       Payments, the Additional Cal Sierra Payments, and the
       Additional Hemington Payments.  The payments total
       approximately $3,000,000, and include both past and future
       payments.

   (b) If the Claimants receive any additional payments not
       referred to in the Settlement Agreement that relate to a
       project owned or commenced by the Debtor or a subsidiary
       and are associated with a Bonded Stop Notice Claim, the
       Claimants agree to assign the associated bonded stop
       notice rights to Travelers.

   (c) Travelers agree to intervene in the Bonded Stop Notice
       Litigation to enforce the rights that are assigned
       pursuant to the Settlement Agreement.

   (d) In exchange for the concessions by the Contractor
       Claimants and Travelers, the Debtor agree that the
       Excluded Payments do not require assignments.  The Debtor,
       however, maintains that the Excluded Payments, when made,
       will give rise to subrogation claims in favor of
       Travelers.

   (e) The Debtor will not dispute either the Additional Cal
       Sierra Payments totaling $250,000, or the Excluded
       Payments.

   (f) The Preliminary Injunction will remain in full force,
       although the Debtor will dismiss without prejudice all
       parties, except Travelers, from the Adversary Proceeding.

Based in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  The Debtor filed its plan of
liquidation and an accompanying disclosure statement on March 21,
2008.  The company amended the Plan on April 24.  In a hearing
held on August 12, 2008, the Court confirmed the Plan.

The California Bankruptcy Court approved Dunmore's Disclosure
Statement on June 12, 2008 as containing "adequate information"
within the meaning of Section 1125 of the Bankruptcy Code.

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.


DUNMORE HOMES: Seeks to Junk Interests in Non-Debtor Subsidiaries
-----------------------------------------------------------------
Dunmore Homes, Inc., seeks authority from the Southern District of
New York to abandon its interests in its Non-Debtor Subsidiaries
pursuant to Section 554(a) of the Bankruptcy Code.

Rule 6007 of the Federal Rules of Bankruptcy Procedure, which
implements Section 554 of the Bankruptcy Code, provides that all
creditors be given 15 days' notice of a debtor's request for
abandonment of estate property and that a court order is not
required absent an objection within the time period.

As of the Petition Date, the Debtor had 26 communities that were
organized into certain of its subsidiaries, which included:

   1. Dunmore Canterbury LLC,
   2. Dunmore Country Villas LLC,
   3. Dunmore Fullerton Ranch LLC,
   4. Dunmore-Highlands LLC,
   5. Dunmore Laguna Reserve LLC,
   6. Dunmore-Orchard LLC,
   7. Dunmore Providence LLC,
   8. Dunmore Stone Creek LLC,
   9. Fahrens Park LP,
  10. Dunmore Viscaya LLC,
  11. Dunmore Diamond Ridge LLC,
  12. Dunmore Croftwood LLC,
  13. Dunmore Westport LLC,
  14. Dunmore Sycamore Ranch LLC, and
  15. Dunmore Montecito LLC.

The Debtor also has interest in these inactive subsidiaries:

   1. Dunmore Brown Estates LLC
   2. Dunmore Reflections II, LLC
   3. Dunmore Wildhawk, LLC
   4. The Fairways, LLC
   5. Dunmore Siena, LLC
   6. Dunmore Delano, LLC
   7. Dunmore-Wildhawk North, L.P.
   8. Dunmore Homes Statutory Trust 1

The Debtor wholly owns all of the Subsidiaries except:

   -- Croftwood, Diamond Ridge, Highlands and Viscaya, all of
      which are operated as a joint venture with Weyerhauser
      Realty Investors;

   -- Brown Estates, which was operated as a joint venture with
      Universal Finance LLC;

   -- Fairways, which was operated as a joint venture with
      Granite Bay Capital Group; and

   -- Reflections II, Wildhawk, Wildhawk North, and Fahrens Park,
      each of which are owned 99% by the Debtor and 1% by Dunmore
      Investments LLC, an unrelated entity.

The Debtor's Subsidiaries have not filed for bankruptcy
protection, and the Debtor, as managing member, does not intend
to commence bankruptcy proceedings on their behalf.

The Debtor and its Subsidiaries have ceased operations in August
2007.

Debra I. Grassgreen, Esq., at Pachulski Stang Ziehl & Jones LLP,
in San Francisco, California, notes that the Subsidiaries have no
equity in any of their properties and an overwhelming majority of
the properties have been foreclosed upon by the secured lenders
to the Subsidiaries.  In addition, the Subsidiaries have various
trade debt and other unpaid obligations.

Against these backdrop, the Debtor has determined that its
interests in its Non-Debtor Subsidiaries are of inconsequential
value and of no benefit to its estate.

Based in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  The Debtor filed its plan of
liquidation and an accompanying disclosure statement on March 21,
2008.  The company amended the Plan on April 24.  In a hearing
held on August 12, 2008, the Court confirmed the Plan.

The California Bankruptcy Court approved Dunmore's Disclosure
Statement on June 12, 2008 as containing "adequate information"
within the meaning of Section 1125 of the Bankruptcy Code.

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.


DUNMORE HOMES: Sidney Dunmore Held from Disposing 2007 Tax Refund
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
Sacramento Division ordered Mr. Sidney Dunmore restrained from
disposing his 2007 Tax Refund should the Tax Refund come into his
possession.

Travelers Casualty and Surety Company of America initiated a
complaint on June 13, 2008, in the U.S. Bankruptcy Court for the
Eastern District of California Sacramento Division, seeking to
enjoin Sidney B. Dunmore and his representatives from spending,
diverting or encumbering an anticipated 2007 Tax Refund.

To note, Mr. Dunmore filed an individual tax return for the year
2007 and anticipates receiving a refund worth $12,900,000.  
Travelers and various parties, including the Debtor, claim a
perfected security interest in the Dunmore Refund.  

In December 2005, Travelers; Dunmore Homes California, the
Debtor's predecessor; and Mr. Dunmore, as principal, entered into
an indemnity agreement, as partial consideration for Travelers'
agreement to issue any bonds on behalf of the Debtor.  After
execution of the Indemnity Agreement, the Indemnitors entered
into various contracts and subdivision agreements.  The contracts
required the Debtor to furnish the respective project owners with
certain bonds.  Travelers executed the bonds on behalf of the
Indemnitors.

However, certain obligees and claimants alleged that the
Indemnitors subsequently defaulted on certain performance and
payment obligations under various contracts and bonds.  As a
result of the alleged defaults, Travelers incurred significant
loss.  Travelers says it anticipates incurring additional losses.

Despite indemnity provisions in the Indemnity Agreement and
despite written requests from Travelers, the Indemnitors failed
to exonerate, indemnify and save Travelers from all losses,
Donald J. Colucci, Esq., at Wolkin Curran LLP, in San Francisco,
California informs the Court.

Pursuant to "collateral security" provisions under the Indemnity
Agreement, Travelers asked the Indemnitors to deposit an amount
it determined is sufficient to discharge its losses.  The
Indemnitors again failed to deposit the requested amount with
Travelers, Mr. Colucci notes.

Mr. Colucci discloses that the claims, which provide the bases
for Travelers' current Collateral Security demand, aggregating
$13,287,411, a list of which is available for free at:

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

Of the $13,287,411 in claims, Travelers seek collateral security
in the amount of $11,615,306.  Travelers says it has reviewed the
claims as of March 12, 2008, and made adjustments for duplicative
claims.

Mr. Colucci adds that on February 5, 2008, the Bankruptcy Court
issued orders for writs of attachment on two parcels of real
property owned by Mr. Dunmore and Karen M. Dunmore amounting to
$7,800,000.  Travelers appraised the properties to be worth
$8,667,000.

Mr. Colucci contends that Travelers' present security is in the
form of the Writs on the two properties.  However, there is only
$2,242,000 in combined equity available.  He explains that the
parcels are encumbered with voluntary liens and a homestead
exemption totaling $6,425,000.  Subtracting the $6,425,000 in
liens and homestead exemption from the $8,667,000 combined market
value of the properties leaves available equity amounting to
$2,242,000.

"Travelers is under-secured by $9,373,306," Mr. Colucci says.  
"Travelers seeks to increase its collateral security to
$11,615,306."

Travelers maintains that it is entitled to receive "Collateral
Security" as its protection from losses pursuant to the Indemnity
Agreement.

Accordingly, Travelers ask the Court to restrain and bar Mr.
Dunmore, his officers, agents, servants, employees and attorneys
from:

   -- transferring and encumbering the 2007 Tax Refund if it does
      come into their possession;

   -- executing IRS forms which will have the effect of directing
      Mr. Dunmore's 2007 Tax Refund into a segregated bank
      account with U.S. Bank, until a court determines the
      priority of the various claims to the Refund; and

   -- executing a U.S. Bank "Cash Escrow Agreement" which will
      have the effect of creating a segregated bank account with
      U.S. Bank, until a court of competent jurisdiction
      determines the priority of the various claims to the 2007
      Tax Refund.

In the alternative, if the Tax Refund is delivered to Mr.
Dunmore, Travelers asks the Bankruptcy Court to require Mr.
Dunmore to endorse the check to the same segregated account.

                          Debtor Objects

The Debtor says it does not oppose the Tax Refund being
segregated.  However, it opposes the Tax Refund being set aside
with no procedure, timeline, or process for release of the funds.

The Debtor has a first priority security interest in the Tax
Refund which secures a note receivable from Mr. Dunmore, Pamela
E. Singer, Esq. at Pachulski Stang Ziehl & Jones LLP, in San
Francisco, California, asserts.  "The Debtor believes and has
informed Travelers and Mr. Dunmore that the balance due under the
note receivable exceeds the Tax Refund."

Ms. Singer notes that pursuant to a modification of an agreement
between the Debtor and Mr. Dunmore, Mr. Dunmore is required to
deposit the Tax Refund into an escrow account for the Debtor's
benefit.  "The agreements governing the escrow account provide a
mechanism for resolving the disputes between the Debtor and Mr.
Dunmore regarding claims for offset and provide a mechanism for
the release of the funds.  Thus, the Debtor has both a security
interest in the Tax Refund and an equitable interest in the
escrow account which will hold the Tax Refund," Ms. Singer
contends.

Ms. Singer says that any order to sequester the Tax Refund must
protect the Debtor's interests.  She argues that Travelers is
trying to avoid the jurisdiction of the Court by not addressing
the real issue, which is the priority of the multiple security
interests asserted in the Tax Refund.

Moreover, Ms. Singer notes, the Bankruptcy Court lacks the power
to decide the parties' rights to the Tax Refund or to release the
Tax Refund.  She says "[t]he problem with this completely open-
ended approach is that it subjects the Debtor to being sued in
other courts to have the priority dispute determined," Ms. Singer
points out.

For these reasons, the Debtor asks the Court to deny Travelers'
request to the extent it does not specifically provide for the
Bankruptcy Court to retain jurisdiction over the Tax Refund after
it is sequestered.

                      Sidney Dunmore Objects

Mr. Dunmore says there are no exigent circumstances which warrant
extreme relief.  He cites that Travelers has failed to meet the
stringent standards for a mandatory injunction.

Beth Ann R. Young, Esq., at Levene Neale Bender Rankin & Brill
LLP, in Los Angeles, California, notes that the 2007 Tax Refund
has not come into Mr. Dunmore's possession.

Ms. Young also argues that the net amounts Travelers noted it
will pay in claims is grossly inflated by at least $6,905,988.  
She explains that in essence, Travelers has reflected claims in
excess of the amounts already paid by Travelers and in excess of
the bond amounts.  "Which means that the $11,615,306 is a grossly
inflated number and should not be more than the substantially
lesser sum of $6,381,422," she says.

In addition to the inflated amounts, Ms. Young contends that
Travelers has failed to disclose in its complaint that it has
commenced three lawsuits to recover funds totaling more than
$7,000,000 from three banks based on set-aside letters issued by
banks in favor of Travelers, which recoveries would reduce the
sums owing, if any, by Mr. Dunmore.

The payment of certain claims amounting to $2,682,419, Travelers
has obtained certain subrogation rights which permit it to pursue
further recoveries of any amounts paid to claimant from banks in
connection with a bonded-stop notice litigation also already in
progress, Ms. Young adds.  "The recoveries would further reduce
the sums owing, if any, by Mr. Dunmore and the Debtor even
further."

Based on these reasons, Mr. Dunmore asks the Court to deny
Travelers' request.

                       Travelers Talks Back

Mr. Colucci says that since Travelers seeks only the
sequestration of funds by the only methods recognized by the
United States Treasury and because the Debtor does not oppose
segregation of the funds, no further comment on the Debtor's
opposition is warranted.

Mr. Colucci adds that Mr. Dunmore's objection is odd as he has
already admitted that he signed an agreement with the Debtor
agreeing that the Tax Refund proceeds should be segregated in an
escrow account.  "What is most significant in Mr. Dunmore's
opposition is that nowhere in the opposition does [Mr. Dunmore]
deny that Travelers has a perfected Uniform Commercial Code
security interest in his 2007 tax refund."

Mr. Colucci argues that Travelers' rights as a secured creditor
holding a perfected security interest are sufficient to support
the Court's order requiring the segregation of Travelers
collateral, without any further legal or factual basis.

If the Court does not grant the injunction requested, Travelers
and other parties may be prejudiced if their collateral is
converted to an asset in which they have no security interest or
otherwise used by Mr. Dunmore in a manner inconsistent with the
parties' security interest, Mr. Colucci maintains.

For these reasons, Travelers asks the Court to grant its request
for a temporary restraining order and mandatory preliminary
injunction for the segregation of Mr. Dunmore's Tax Refund in
Escrow Account.

If the Tax Refund is delivered to Mr. Dunmore, the Court directs
Mr. Dunmore to immediately deposit the refund into the Court's
registry, where the amount will remain subject to further Court
order.

Based in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  The Debtor filed its plan of
liquidation and an accompanying disclosure statement on March 21,
2008.  The company amended the Plan on April 24.  In a hearing
held on August 12, 2008, the Court confirmed the Plan.

The California Bankruptcy Court approved Dunmore's Disclosure
Statement on June 12, 2008 as containing "adequate information"
within the meaning of Section 1125 of the Bankruptcy Code.

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.


EDWARD ZIMBRICK: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Edward V. Zimbrick
         Daija Zimbrick
         1450 Lake View Court
         San Martin, CA 95046

Bankruptcy Case No.: 08-54477

Chapter 11 Petition Date: August 15, 2008

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtors' Counsel: William C. Lewis, Esq.
                  Law Offices of William C. Lewis
                  510 Waverly Street
                  Palo Alto, CA 94301
                  Tel: (650)322-3300
                  Email: ecf@williamclewis.com

Total Assets: $3,247,902

Total Debts:  $3,231,491

A copy of the Debtors' list of their 10 Largest Unsecured
Creditors is available at:

            http://bankrupt.com/misc/canb08-54477.pdf


FORD MOTOR: S&P Holds Rating on Plan to Buy Back Ford Credit Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Ford Motor
Co. (B-/Negative/--) and related entities are not affected by
Ford's intention to use up to $500 million of new common equity
issuance to make purchases of Ford Motor Credit Co.'s debt. Debt
due before 2012 will be the focus of the repurchases. Any such
purchases in the open market or in private transactions will
likely be at a discount from par, given current prices. S&P views
such purchases as a modest positive for Ford's consolidated credit
quality.


FORD MOTOR: Auto Owner Trust Class D Notes Get S&P's BB+ Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Ford
Credit Auto Owner Trust 2008-3's $1.057 billion asset-backed notes
series 2008-3.

The ratings reflect:

     -- The characteristics of the pool being securitized;

     -- The credit enhancement in the form of subordination, cash,
and excess spread, which is augmented through yield supplement
overcollateralization;

     -- Ford Motor Credit Co.'s extensive securitization
performance history;

     -- The timely interest and principal payments made under
stressed cash flow modeling scenarios appropriate to the rating
category; and

     -- The sound legal structure.

RATINGS ASSIGNED
Ford Credit Auto Owner Trust 2008-3
   
Class                Rating        Amount (mil. $)
-----                ------        ---------------
A                    AAA                     984.4
B                    AA+                      15.6
C                    BBB+                     36.3
D                    BB+                      20.7


FOREST OIL: S&P Says BB- Ratings Not Affected by Acquisitions
-------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Forest Oil
Corp. (BB-/Positive/--) were unaffected by the company's
announcement that it is buying certain Texas properties for $892
million. Payment will consist of $708 million in cash plus 3.5
million shares of common stock. While financial leverage will
temporarily increase, Forest is looking to sell two packages of
non-core properties, collectively expected to be worth between
$800 million and $1.1 billion. As such, S&P does not expect credit
measures to change materially from current levels.


FREEDOM COMMS: Lowered to 'CCC+'; S&P Sees Likely Covenant Breach
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Irvine, Calif.-based Freedom Communications Inc. to
'CCC+' from 'B-'. The rating outlook is negative.

Standard & Poor's also lowered its issue-level rating on the
company's $950 million secured loan to 'CCC+' (the same level as
the 'CCC+' corporate credit rating) from 'B-'. The recovery rating
on this secured debt remains at '3', indicating the expectation
for meaningful (50% to 70%) recovery in the event of a payment
default.

"The rating downgrade reflects our concern around the current pace
of revenue and EBITDA declines at Freedom's newspaper publishing
assets, and the challenges Freedom faces in rightsizing its cost
structure to meaningfully stem near-term EBITDA declines," said
Standard & Poor's credit analyst Liz Fairbanks. Given the pace of
declines and in the absence of an amendment, we believe that the
company will violate its 5x total leverage covenant measured for
the 12 months ending Sept. 30, 2008.

"The 'CCC+' rating reflects our concern that if lenders grant an
amendment to ease covenant levels, uncertainty exists whether it
would provide sufficient headroom to address expected declines in
EBITDA and stepped-up amortization payments in 2009," she
continued.

The rating outlook reflects our expectation for continued revenue
and EBITDA declines in 2008. It also reflects our belief that
Freedom is unlikely to remain under its total leverage covenant
for the 12 months ending Sept. 30, 2008. We would lower the rating
further if Freedom fails to negotiate an amendment to covenants
that addresses the expected near-term violation. If the company
successfully negotiates an amendment that provides sufficient
covenant relief to accommodate what we believe will be EBITDA
declines in the 20% area or more over the intermediate term, and
we are confident that Freedom can stabilize its cash flow
generation, we may consider higher ratings.


GEMINI AIR: Sells Air Cargo Biz to Laurus for $15 Million
---------------------------------------------------------
The U.S. Bankruptcy Court, Southern District of Florida (Miami)
gave Gemini Air Cargo Inc. authority to sell its remaining air
cargo business assets to Laurus Master Fund Ltd. for $15 million
credit bid, William Rochelle of Bloomberg News says.

Laurus is owed $23.5 million in term loan and revolving credit.

According to the report, the Debtor failed to find a buyer for  
its air cargo business with four leased MD-80 aircraft.

Based on the Troubled Company Reporter's publication dated July
29, 2008, Gemini Air Cargo was set to sell a portion of or
substantially all of its assets, subject to bigger and better
offers on Aug. 12, 2008.

                      About Gemini Air Cargo

Based in Dulles Virginia, Gemini Air Cargo, Inc. --
http://www.geminiaircargo.com/-- provides airfreight services.      
It operates cargo schedules and charters on a wet-lease basis.

The Debtor and a debtor-affiliate first filed for chapter 11
protection on March 15, 2006, (Bankr. S.D. Florida Case Nos. 06-
10870 and 06-10872).  Kourtney P. Lyda, Esq., at Haynes and Boone,
LLP, represents the Debtor.  The Debtors emerged from bankruptcy
five months later in August 2006.

The Debtor filed for chapter 22 protection together with its three
debtor-affiliates on June 18, 2008 (Bankruptcy S.D. Fla. Lead Case
No. 08-18175).  Paul Steven Singerman, Esq., at Berger Singerman
P.A., represents the Debtors in their restructuring efforts.  The
Debtor's financial condition as of the petition date showed
estimated assets of between $100 million and $500 million and
debts of between $100 million and $500 million.


GLEN ROSE: Hein & Associates Expresses Going Concern Doubt
----------------------------------------------------------
Dallas-based Hein & Associates LLP raised substantial doubt about
Glen Rose Petroleum Corporation's ability to continue as a going
concern after auditing the company's financial statements for the
year ended March 31, 2008.  The auditor said that the company has
limited capital resources and no significant revenue producing
assets, which combine to raise substantial doubt about its ability
to continue as a going concern.

The company posted a net loss of $3,251,650 on total operating
revenues of $62,025 for the year ended March 31, 2008, as compared
with a net loss of $11,435,134 on total operating revenues of
$1,014,734 in 2007.

The company had a working capital deficit of $2,714,405 at
March 31, 2008.  The company is currently looking for financing to
provide the needed funds for operations.  The company, however,
can provide no assurance that it will be able to obtain the
financing it needs to develop its properties and alleviate doubt
about its ability to continue as a going concern.

                           Balance Sheet

At March 31, 2008, the company's balance sheet showed $6,074,484
in total assets, $2,957,989 in total liabilities, and $3,116,495
in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, showed
strained liquidity with $155,666 in total current assets available
to pay $2,870,071 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?30a3

At March 31, 2007, the company owned 404,204 shares of restricted
common stock in Cano Petroleum, Inc., of $1,827,000.  The shares
secured a loan from Lothian Oil, Inc., and were delivered to
Lothian Oil, Inc., effective June 30, 2007, in satisfaction of the
loan.  The company currently does not hold equity or debt
securities issued by other companies.

                        Subsequent Events

On May 27, 2008, the company signed a letter of intent to sell for
$2.5 million a 50% working interest in 2,560 acres of its Wardlaw
Field to Wind Hydrogen Limited, a publicly listed company on the
Australian Stock Exchange.  

The Wardlaw lease is a 10,502-gross-acre field located in Edwards
County, Tex.  In addition, WHL has purchased two options for
$150,000 each to expand the venture for Phase 2 for 2,560 for $3
million for a 50% interest, and for Phase 3 for an additional
2,560 acres for $4 million for a 50% working interest.  The WHL
joint venture has received approval from WHL's shareholders, has
completed preliminary due diligence, and is contemplated signing
of a definitive Participation Agreements by mid July.

On June 30, 2008, the board of directors approved the WindHydro
Participation agreement in which the company has received $250,000
in May 2008 as the down payment for Phase 1, as well as $270,000
in late June as a PIPE financing.  The company's shareholders have
approved the letter of intent, and they are expected to sign the
Participation Agreement over the next few weeks.

On June 30, 2008, the board also approved the offer by Richardson
Patel to convert Blackwood Capital Limited's May 2008 billing into
common stock, subject to the Blackwood's approval.

On June 30, 2008, the board approved a 1 for 200 reverse split of
the stock, then an immediate purchase of the fractional shares at
the then market price, and then on the same day a 200 for 1
forward split.  The result (based on shareholders of record as of
April 28, 2008, would be the repurchase of around 18,000 shares,
which would eliminate 1,385 shareholders, which hold an average of
13 shares.  This would leave about 93 shareholders of record.

                    About Glen Rose Petroleum

Dallas-based Glen Rose Petroleum Corp. (NasdaqCM: GLRP) --
http://www.glenrosepetroleum.com/-- is an independent producer of  
natural gas and crude oil.  The Company operates its business
through its wholly owned subsidiaries, UHC Petroleum Corporation
(Petroleum) and UHC Petroleum Services Corporation (Services).  
Its non-operating subsidiaries are UHC New Mexico Corporation and
National Heritage Sales Corporation, which formerly sold food
products.


GOLD CREEK: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gold Creek S.L., L.L.C.
        c/o Burton & Armstrong, LLP
        2 Ravinia Drive, Suite 1750
        Atlanta, GA 30346

Bankruptcy Case No.: 08-22232

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

Chapter 11 Petition Date: August 13, 2008

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Joseph J. Burton, Jr., Esq.
                  Burton & Armstrong
                  Suite 1750
                  Two Ravinia Drive
                  Atlanta, GA 30346
                  Tel: (404) 892-4144
                  Fax: (404) 892-0390
                  Email: jayburton@ballp.com

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Dawson Co. Tax Commissioner                            $110,000
Linda Townley, Tax Commissioner
78 Howard Avenue East
Suite 140
Dawsonville, GA 30350

Cumberland Hospitality Services                         $82,000
Attn: Glenridge Connector NE
Suite 925
Atlanta, GA 30534

Edwin Watts Golf                                        $33,152
1645 Pleasant Hill Road
Duluth, GA 30096

Winfred Tullis                                          $26,840

Tunnell Spangler Walsh & Associates                     $22,078

Georgia Department of Revenue                           $15,353

Scratch Inc.                                            $11,700

Harell's Fertilizer                                     $11,157

Amicalola EMC                                           $11,100

Development Planning & Engineering                       $9,798

Olympic Oil Co.                                          $7,379

Wallace Landscaping Group                                $7,626

Georgia State Golf Association                           $3,246

Southern Catholic College                                $3,200

Georgia Turf & Tractor, Inc.                             $3,155

Office Depot                                             $2,798

Windstream                                               $2,506

Resort Clubs International                               $2,000

Mason Tractor                                            $1,878


HARRY QUADRACCI: Files for Chapter 11 Bankruptcy
------------------------------------------------
Harry Richard Quadracci, heir to the third-largest printing
company in the nation, Milwaukee-based Quad/Graphics, filed a
personal Chapter 11 bankruptcy on August 11 in federal bankruptcy
court in West Palm Beach, according to a report by Paul Brinkmann
of South Florida Business Journal.


Harry Richard Quadracci is the son of the late Harry V. Quadracci,
founder of Quad/Graphics.  His petition list 3920 Parks Corp., of
New York as sole creditor.  Sam Firer, a New York-based spokesman
for Mr. Quadracci, said 3920 Parks refers to Mr. Quadracci's
residence in New York, according to the report.

Mr. Firer said Mr. Quadracci's inheritance is tied up in probate.  
Mr. Quadracci's disagreements with the rest of the Quadracci
family have been publicized.  He was quoted in the report as
saying "I just want to sell my shares [in Quad/Graphics]..."

Mr. Quadracci listed assets of between $10 million and $50 million  
in its bankruptcy petition.  He filed the petition without the
help of a lawyer.


HENRY WILLIAMS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Henry Williams, Jr.
        18137 Sunset Cove Lane
        Cornelius, NC 28031

Bankruptcy Case No.: 08-31737

Chapter 11 Petition Date: August 18, 2008

Court: Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: David R. Badger, Esq.
                  David R. Badger, P.A.
                  Suite 118, Atherton Lofts
                  2108 South Boulevard
                  Charlotte, NC 28203
                  Tel: (704) 375-8875
                  Fax: (704)375-8835
                  Email: davebadger@carolina.rr.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


ICE OASIS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Ice Oasis, LLC
        3140 Bay Road
        Redwood City, CA 94063

Bankruptcy Case No.: 08-31522

Type of Business: The Debtor operates a skating rink.

Chapter 11 Petition Date: August 18, 2008

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: James M. Sullivan, Esq.
                  Law Offices of James M. Sullivan
                  225 N Santa Cruz Ave.
                  Los Gatos, CA 95030
                  Tel: (408) 395-3837

Total Assets: $8,719,718

Total Debts:  $4,684,678

The Debtor did not file a list of 20 largest unsecured creditors.

                       
IGNACIO VALDIVIA: Case Summary & Four Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Ignacio Valdivia
        13233 Fellows Avenue
        Sylmar, CA 91342

Bankruptcy Case No.: 08-15843

Chapter 11 Petition Date: August 11, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Steven Earl Smith, Esq.
                  20969 Ventura Boulevard, Suite 230
                  Woodland Hills, CA 91364
                  Tel: (818) 430-7770
                  Email: sesmithesq@aol.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

            http://bankrupt.com/misc/cacb08-15843.pdf


IMPAC CMB: Foreclosures Cue Moody's to Junk Class M-4's Rating
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two tranches
issued in one transaction from the Impac CMB Trust shelf.  The
collateral backing this transaction consists primarily of first
lien adjustable-rate and fixed-rate seasoned mortgage loans.

The actions are part of an ongoing, wider review of all RMBS
transactions, in light of the deteriorating housing market and
rising delinquencies and foreclosures.  Many "scratch and dent"
pools originated since 2004 are exhibiting higher than expected
rates of delinquency, foreclosure, and REO.  The rating
adjustments will vary based on level of credit enhancement,
collateral characteristics, pool-specific historical performance,
quarter of origination, and other qualitative factors.

Complete rating actions are:

Issuer: Impac CMB Trust Series 2007-A

  -- Cl. M-3, downgraded from Baa2 to B3

  -- Cl. M-4, downgraded from Baa3 to Ca


INTERSTATE BAKERIES: Union Asks Ripplewood to Protect IBC Jobs
--------------------------------------------------------------
The Teamsters Union called on the secured creditors of Interstate
Bakeries Corp., led by hedge fund Monarch Alternative Capital and
JPMorgan, to work with investor Ripplewood Holdings to help the
company emerge from bankruptcy with its thousands of good-paying
jobs protected.

Several months ago, the Teamsters and Ripplewood reached an
agreement that balances the needs to help bring IBC out of
bankruptcy with the needs of workers who have made so many
sacrifices over IBC's long bankruptcy proceedings.

For three subsequent months Ripplewood has been working with the
secured creditors on finalizing an exit plan but now, at the 11th
hour, they are balking at the proposal and large hedge funds and
banks are toying with the livelihoods of thousands of IBC workers.

"Our goal has been the preservation of our members jobs at IBC,"
said Richard Volpe, Director of the Teamsters Bakery Conference.  
"Through countless meetings and an enormous amount of effort, we
have now gotten close to a proposal that could ensure, as best we
can, the long-term viability of IBC.  Throughout this bankruptcy
we've indicated our willingness to work with financial partners
that value all of the prior and prospective sacrifices of Teamster
members, and the Ripplewood proposal meets those objectives."

"We are holding out little hope that this proposal will be
approved," Mr. Volpe said.  "These banks and hedge funds are once
again going to disappoint all of the 23,000 employees of
Interstate, just like they have disappointed the nation with the
mortgage debacle."

The Teamsters Union represents more than 9,500 IBC workers at
facilities throughout the United States.  IBC is based in Kansas
City.  "It is shameful that Monarch and JPMorgan are unable to see
the value of preserving IBC," Volpe said.  "Without a
reorganization plan in place soon, the company could face severe
consequences, and these same institutions will likely recover far
less than under the Ripplewood proposal."

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women throughout the
United States , Canada and Puerto Rico.

                     About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

IBC confirmed that it has not received any qualifying alternative
proposals for funding its plan of reorganization in accordance
with the Court-approved alternative proposal procedures.  As a
result, no auction was held on Jan. 22, 2008, as would have been
required under those procedures.  The deadline for submission of
alternative proposals was Jan. 15, 2008.  A new plan filing
deadline was set for June 30, 2008; no plan was filed as of that
date.


ISLAND DEVELOPERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Island Developers Fruitland, LLC
        P.O. Box 4150
        Ocean City, MD 21842

Bankruptcy Case No.: 08-20557

Chapter 11 Petition Date: August 18, 2008

Court: District of Maryland (Baltimore)

Debtor's Counsel: Stephen M. Hearne, Esq.
                     Email: smhearne@ezy.net
                  105 W. Main St., Second Fl.
                  Salisbury, MD 21801
                  Tel: (410) 860-6606
                  Fax: (410) 742-7133

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

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

A copy of Island Developers Fruitland, LLC's petition is available
for free at:

      http://bankrupt.com/misc/mdb08-20557


JPMORGAN TRUST: S&P Affirms BB, B Ratings on Six Classes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 24
classes of pooled commercial mortgage pass-through certificates
from JPMorgan Chase Commercial Mortgage Securities Trust 2006-
CIBC16.

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

As of the July 14, 2008, remittance report, the collateral pool
consisted of 120 loans with an aggregate trust balance of $2.135
billion, compared with 120 loans totaling $2.147 billion at
issuance. The master servicer, Capmark Finance Inc. (Capmark),
reported financial information for 97.5% of the pool. Seventy-four
percent of the servicer-provided information was full-year 2007
data. Based on this data, Standard & Poor's calculated a weighted
average debt service coverage (DSC) of 1.58x, up from 1.34x at
issuance. However, numerous loans are currently in their interest-
only periods, and when DSC is calculated on an amortizing basis,
the pool reflects a current DSC of 1.44x. There is one loan with
the special servicer, Midland Loan Services Inc., totaling $5.3
million (0.25% of the pool balance). To date, the trust has not
experienced any losses.

The top 10 loans have an aggregate outstanding balance of $1.085
billion (50.8%) and a weighted average DSC of 1.38x, comparable to
the level at issuance. With the exception of the Sequoia Plaza
loan, none of the top 10 loans appear on the watchlist. Standard &
Poor's reviewed property inspections provided by the master
servicer for all of the assets underlying the top 10 exposures,
and the properties collateralizing nine of the loans were
considered, on average, to be in "good" condition; the property
securing the remaining loan was deemed to be in "excellent"
condition.  

There are 15 loans in the pool, totaling $151.9 million (7.1%),
that have reported DSCs of lower than 1.0x. These loans are
secured primarily by a variety of multifamily, office, and retail
properties. The loans range in size from $581,773 to $35 million
and have experienced a weighted average decline in DSC of 40.6%
since issuance. Many of these 15 loans are expected to have
increasing net cash flow (NCF) in the future or have reasonable
exposures per sq. ft. or unit; therefore, only four loans
(representing 0.8% of the pool balance) represent credit concerns.
These four loans are secured by multifamily, retail, and office
property types and were stressed in S&P's analysis.  

Capmark reported a watchlist of 23 loans ($320.3 million, 15.0%).
The Sequoia Plaza loan ($92.7 million, 4.3%) is the largest loan
on the watchlist and the fourth-largest loan in the pool. The loan
is secured by a 370,638-sq.-ft. office building built in 1988 and
located in the central business district (CBD) of Arlington, Va.,
less than two miles from the Pentagon and less than five miles
from Ronald Reagan Washington National Airport. The loan appears
on the watchlist because the property's occupancy according to the
July 9, 2008, rent roll had fallen to 62.2%. The largest tenant,
Northrop Grummon, vacated 101,760 sq. ft. (27% of net rentable
area {NRA}) prior to its scheduled lease expiration of April 13,
2008. As of year-end 2007, the property reported 69.0% occupancy
and a DSC of 1.31x. The remaining loans are on the watchlist
primarily because of low occupancy or a decline in DSC since
issuance.

The Stone Plaza Office Building loan is the one specially serviced
loan. The property is a 30,376-sq.-ft. suburban office building
built in 2002 and located in Dallas. The loan has an unpaid
principal balance of $5.32 million (0.25% of the pool balance) and
a total exposure of $5.36 million, including advances and interest
thereon. The loan was transferred to the special servicer due to
payment default following the lease expiration of a major tenant
(representing 27% of property NRA) on April 30, 2008. Currently,
the loan is in the process of being assumed by a new owner, who is
in contract to purchase the property for $5,490,000. The deal is
anticipated to close in the next few weeks, at which time the loan
will be returned to the master servicer. The loan is now current,
and the new owner is due to make a payment on Sept. 1, 2008.

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 Trust 2006-CIBC16
Commercial mortgage pass-through certificates series 2006-CIBC16
   
Class         Rating                Credit enhancement (%)
-----         ------                ----------------------
A-1            AAA                                    30.17
A-2            AAA                                    30.17
A-3FL          AAA                                    30.17
A-3B           AAA                                    30.17
A-4            AAA                                    30.17
A-SB           AAA                                    30.17
A-1A           AAA                                    30.17
A-M            AAA                                    20.12
A-J            AAA                                    12.19
B              AA                                     10.31
C              AA-                                     9.55
D              A                                       8.17
E              A-                                      6.91
F              BBB+                                    5.53
G              BBB                                     4.27
H              BBB-                                    3.14
J              BB+                                     2.89
K              BB                                      2.39
L              BB-                                     2.01
M              B+                                      1.89
N              B                                       1.63
P              B-                                      1.38
X-1            AAA                                      N/A
X-2            AAA                                      N/A

N/A-Not applicable.


KIMBALL HILL: Has Until October 20 to File Chapter 11 Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Kimball Hill Inc. and its debtor-affiliates until Oct. 20,
2008, the exclusive right to file a Chapter 11 plan, and until
Dec. 19, 2008, the exclusive right to solicit acceptances for
that plan.

Pursuant to Section 1121(b) of the U.S. Bankruptcy Code, a Chapter
11 debtor has the exclusive right to file a plan of reorganization
during the first 120 days following the filing of its chapter 11
petition, and thereafter to solicit acceptances to any plan so
filed for a period of an additional 60 days.

The current period within which the Debtors may exclusively file
a plan of reorganization expires on Aug. 21, 2008, and the
exclusive period within which they may solicit acceptances for
that plan expires on Oct. 20, 2008.

Kimball Hill Inc. Chief Financial Officer and Treasurer Edward J.
Madell said that the Debtors' goal is to formulate and negotiate
a consensual Chapter 11 Plan that would maximize recoveries for
all parties-in-interest.  Three months into their bankruptcy
cases, Mr. Madell said the Debtors are exactly where they stated
they would be -- they have made significant progress in
implementing their restructuring strategy and have nearly
completed their evaluation of plan alternatives while
significantly outperforming their DIP financing forecast.

He adds that the Debtors have continued to deliver homes that
resulted in minimal disruption from their Chapter 11 filing.  The
Debtors have also worked closely with their major constituents
both on the details of their restructuring and on plan
alternatives.

There, however, remains certain unresolved restructuring issues,
which the parties are still working toward formulating and
negotiating a consensual Chapter 11 Plan, Mr. Madell told the
Court.  

Section 1121(d) provides that a Court may, for cause, extend or
reduce a debtor's exclusive plan period up to 18 months, and the
exclusive solicitation period up to 20 months, after the date of
bankruptcy.

The Debtors thus asked the Court to extend their Exclusive Plan
Filing and Solicitation Period by an additional 90 days.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York,
informed the Court that the Debtors they have been conducting an
extensive plan sponsor process, including:

   -- contacting close to 100 potential investors;

   -- signing up confidentiality agreements with more than 50 of
      those investors; and

   -- conducting more in-depth documentary and in-person due
      diligence, including meetings with management, with a
      smaller subset of those investors that elected to sign
      confidentiality agreements.

The Debtors averred that the process is time-consuming, but assure
the Court they have nearly completed that process.

The Debtors added that they have distributed a revised business
plan to their Prepetition Agent and the Official Committee of
Unsecured Creditors on June 23, 2008.  The Debtors have also met
with the parties-in-interest to discuss the business plan.

"The revised business plan is entwined with the Debtors' chapter
11 exit strategy and forms the basis for certain further
discussions with their major constituencies regarding plan
structures and alternatives," Mr. Schrock said.

Without the requested exclusivity, the Debtors contended that
their resources would no doubt be pulled in unproductive
directions so that the value of their estates would quickly
dissipate to the detriment of all creditors and parties in
interest.

Mr. Schrock added that the Debtors' request is warranted for these
reasons:

   -- The Debtors' Chapter 11 cases are substantially large and
      complex.

   -- They continue to pay their bills as they become due.

   -- The proposed extension will not prejudice creditors as it
      will enable the Debtors to continue to negotiate a viable
      plan.

                        About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest              
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

The Debtors have until Oct. 20, 2008, to exclusively file a
bankruptcy plan.  (Kimball Hill Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Has Until November 19 to Decide on Pacts and Leases
-----------------------------------------------------------------
At the behest of Kimball Hill Inc. and its debtor-affiliates, the
U.S. Bankruptcy Court for the Northern District of Illinois
extended the time by which they must assume or reject their
unexpired real property leases and executory contracts until Nov.
19, 2008.

As of the date of bankruptcy, the Debtors were party to several
unexpired non-residential real property leases.  The Debtors
lease certain office locations that serve as the control centers
for their regional operations.  The Debtors also lease certain
model homes as a result of model home sale-leaseback transactions.

Although they have made dispositions of unexpired leases and
executory contracts in July 2008, the Debtors relate that the
decisions on whether to assume or reject the remaining unexpired
leases are significant in their cases.  They point out that these
decisions are heavily dependent on their future business plans
and the structure of their exit from Chapter 11, which they are
currently formulating with assistance from their advisors, the
Official Committee of Unsecured Creditors, and their prepetition
senior secured lenders.

As these disposition decisions are inextricably linked to their
Chapter 11 exit plans, the Debtors aver they are not yet able to
conclusively determine which offices and communities will
continue operating, and consequently, which unexpired leases to
assume or reject.

Section 365(d)(4) of the U.S. Bankruptcy Code provides that a
debtor's unexpired lease of nonresidential real property will be
deemed rejected if the trustee does not assume or reject the
unexpired lease by the earlier of (i) the date that is 120 days
after the order for the relief, or (ii) the date of entry of an
order confirming a plan.  Section 365(d)(4) provides, however,
that the court may extend the period prior to the expiration of
the 120-day period for 90 days on the debtor's motion for cause.

                        About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest              
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

The Debtors have until Oct. 20, 2008, to exclusively file a
bankruptcy plan.  (Kimball Hill Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Seeks to Exit From Chapter 11 in Late 2008
--------------------------------------------------------
Kenneth Love, Kimball Hill Inc.'s chief executive officer,
predicts that the company will emerge from bankruptcy in the
latter part of 2008, Chicagobusiness.com disclosed.

Chicagobusiness.com quotes Mr. Love as saying the company has
ample cash and is moving ahead with development areas that are
not as hard-hit by the housing downturn.  Mr. Love added that the
company will also exit "nightmare markets" like Florida, and will
favor building homes on existing subdivisions over acquiring raw
land.

                        About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest              
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

The Debtors have until Oct. 20, 2008, to exclusively file a
bankruptcy plan.  (Kimball Hill Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Panel Wants Data on Prepetition Loan
------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the Official Committee of Unsecured Creditors in
LandSource Communities Development LLC and debtor-affiliates'
bankruptcy cases, asks the U.S. Bankruptcy Court for the District
of Delaware to direct the Debtors, the First Lien Lenders, and the
Second Lien Lenders to produce these documents for examination and
copying:

   (a) All communications between the Lenders and the Debtors
       since September 1, 2007, including:
       
       -- Documents regarding demands for payment of any amounts
          under the Prepetition Credit Facilities;
          
       -- Documents regarding default or acceleration of the
          Prepetition Credit Facilities;

       -- Documents regarding waivers or forbearance agreements
          relating to the Prepetition Credit Facilities; and
          
       -- Documents regarding the acknowledgment, release,
          admission or confirmation of claims or prospective
          claims of the Debtors as to the Lenders;
          
   (b) Documents listing all assets by Debtor with values
       ascribed and an indication of whether the value is based
       on book value, appraisal or another basis;

   (c) Documents regarding the appraisal of the Debtors' assets
       including formal appraisals and valuations, internal and
       informal appraisals and valuations, or any other
       documents or communications that reflect valuation of the
       Lenders' collateral;
       
   (d) Documents regarding the Debtors' efforts to refinance or
       restructure any of their obligations under the
       Prepetition Credit Facilities;

   (e) Documents regarding any offers or indications of interest
       with respect to the purchase of the Debtors' debt within
       one year of the Petition Date, including the indication
       of interest received prior to the Petition Date that
       served as the asserted basis to establish $750,000,000 as
       the minimum current value of the collateral securing the
       Lenders' obligations under the Prepetition Credit
       Facilities;

   (f) Documents regarding any payments made by any Debtor to
       the Lenders or any of the Lenders' professionals or
       advisors from or after December 11, 2007;

   (g) Documents regarding the date of delivery, amount, Lender
       and recipient of any advances from any Lender at any time;

   (i) Documents regarding the approval by the Lenders of the
       Debtors' budgets or the Debtors' expenditure of funds or
       incurrence of debt since September 1, 2007;
       
   (j) All loan agreements, notes, extensions, amendments and
       exhibits Regarding the Second Lien Lenders' business
       relationship with the Debtors, during the period
       January 1, 2005 to the present; and

   (k) All perfection documents regarding the Second Lien
       Lenders' loans to the Debtors: mortgages, trust deeds,
       title policies, opinions, recorded U.C.C.s, control/
       pledge agreements, insurance declaration pages or other
       notifications.

The Court's final order approving the Debtors' $1,185,000,000 DIP
Loan provides that the Official Committee of Unsecured Creditors,
inter alia, may file motions with the Court until the 90th day
after the Petition Date seeking to:

   (i) determine the value of a collateral securing the Debtors'
       prepetition debt; and

  (ii) recharacterize any portion of the outstanding amount of
       the prepetition first lien term loan credit facility in
       excess of $750,000,000.

The Final DIP Order also provides that the Committee may file a
complaint with the Court no later than September 18 to challenge
the extent, validity, priority, perfection and enforceability of
the Debtors' obligations under their $1,306,000,000 first lien
credit facility and $244,000,000 second lien credit facility.

Laura D. Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates the Committee issued informal
written document requests to the Debtors, the First Lien Lenders,
and the Second Lien Lenders related to the Valuation Issues and
the Lien Challenge.  She relates:

    -- the Debtors have produced some documents but have not
       produced any e-mails, and said (i) they need additional
       time to produce those documents, and (ii) certain of the
       document requests were overbroad; and

    -- the First Lien Lenders and Second Lien Lenders have not
       produced any documents, arguing that it was irrelevant and
       overbroad.

Ms. Jones asserts that good cause exists for the Committee to
conduct the proposed discovery, as it is seeking information
critical to its fulfillment of its fiduciary duties to its
unsecured creditors.

She adds the Committee is disadvantaged in investigating the
Valuation Issues and Lien Challenge because the Debtors have not
yet filed their schedules of assets and liabilities and statement
of financial affairs and because relevant documents are solely
within the possession of the Debtors and the Prepetition Lenders.

The Committee reserves its rights to seek additional documents
and oral examinations of the Debtors, the First Lien Lenders, or
the Second Lien Lenders, based on any information that may be
revealed as a result of the Document Requests.

                          *     *     *

Judge Kevin J. Carey grants the Committee's request to shorten
the notice period and to convene an August 19, 2008 hearing.  
Objections were due August 18.

                   About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 9;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Panel Objects to Employment of CROs
-----------------------------------------------------------
Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code,
LandSource Communities Development, LLC, and its affiliated
debtors, previously sought the U.S. Bankruptcy Court for the
District of Delaware's permission to employ Timothy P. Hogan and
H. Lawrence Webb of HoganWebb LLC as their co-chief restructuring
officers, nunc pro tunc to July 1, 2008.  

                    Committee: CROs Not Needed

The Official Committee of Unsecured Creditors objects to the
Debtors' request to hire chief restructuring officers.

Laura D. Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, asserts there is no basis for the retention
of Timothy P. Hogan and H. Lawrence Webb of HoganWebb LLC as
CROs:

   (a) There is no allegation of fraud, mismanagement, or
       misconduct in the Debtors' Chapter 11 cases.  In fact,
       the executives in charge of the Debtors are highly
       respected in the industry and by the trade creditors.    
       The First Lien Lenders and the Debtors want the current
       management to stay in place.  This is evident by the
       $6,700,000 in employee benefits and stay bonuses that
       are being proposed.  Thus, the appointment of a CRO is   
       unnecessary and the Application should be denied.    

   (b) The terms of HoganWebb's retention is unreasonable because
       the firm will incur fees likely to exceed $2,500,000 as a
       floor and may be as high as $4,000,000 for a 12-month
       period.  Even though the DIP Credit Agreement required the
       Debtors to try to employ a CRO, it did not state that the
       terms of the retention could be excessive.  The
       compensation of all other executives in the Debtors' cases
       is a fraction of that proposed for the CROs.  Moreover,
       the services proposed by the CROs are duplicative of the
       services being rendered  by the Debtors' financial
       advisors, Lazard Freres & Co LLC.
       
   (c) The DIP Credit Agreement simply requires that the Debtors
       make a commercially reasonable effort to seek the
       employment of a CRO.  However, if the Court denies the
       CRO Application, that does not constitute an event of
       default under the DIP Financing Order and the DIP Credit
       Agreement.

In the absence of any evidence that the retention of HoganWebb
will bring an actual benefit to the estates other than to pacify
the First Lien Lenders, the Committee prays to the Court that the
Application should be denied.

               BNY: $750MM Base for Bonuses Too Low

The Bank of New York Mellon, the administrative agent for the
Second Lien Lenders, does not object in principle to the
employment of Messrs. Hogan and Webb but objects to certain
provisions of the CROs' proposed bonuses.

Andrew N. Rosenberg, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York, notes that if the Debtors are valued
at over $750,000,000, the CROs will receive a bonus of "20 basis
points" of every dollar of additional value.  The $750,000,000
value, according to Mr. Rosenberg, is an illusionary number with
no economic basis.  "The Debtors give no reasoning, economic or
otherwise, behind the $750,000,000 value number."

A value of $750,000,000 may only provide for recovery to the
DIP/First Lien Lenders and none for the Second Lien Lenders,
Mr. Rosenberg notes.  Mr. Rosenberg asserts the bonuses should
only become payable if the Debtors are valued above the amount
necessary to pay the DIP/First Lien Lenders and all cash under
the DIP/First Lien Credit Agreement.

                   About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 9;
http://bankrupt.com/newsstand/or 215/945-7000).



LANDSOURCE COMMUNITIES: Panel Wants Deadline on Lien Motions Moved
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in LandSource
Communities and its debtor-affiliates' bankruptcy cases asks the
U.S. Bankruptcy Court for the District of Delaware to extend the
time within which they may file certain motions and complaints in
connection with Valuation Issues and Liens Challenge.

The Court's order granting final approval to the Debtors'  
$1,185,000,000 debtor-in-financing package, funded by the
syndicate of Barclays Bank PLC-led lenders, provides for:

    -- a September 8, 2008 deadline by which the Official
       Committee of Unsecured Creditors may file a motion or
       application with the Court to determine the value of the
       collateral securing the Debtors' prepetition debt and to
       recharacterize outstanding any amounts as unsecured
       deficiency claims; and

    -- a September 18, 2008 deadline by which the Committee may
       file a complaint or motion challenging the extent,
       validity, priority, perfection and enforceability of
       certain liens.

The DIP Lenders are the same lenders who granted Debtors'
prepetition loans, backed by first priority liens on substantially
all of the Debtors' property.  The DIP Facility provides the
Debtors with $135,000,000 additional credit and a roll-up of up to
$1,050,000,000 of debt owed to the First Lien Lenders.

Laura D. Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that prior to the Final DIP
Hearing, the Creditors Committee issued informal, written request  
for documents -- writings and recordings, including emails --
related to the valuation and liens-challenge issues to:

     * the Debtors,

     * the First Lien Lenders, and

     * lenders owed $244,000,000 as of the Petition Date, for
       loans issued to the Debtors, backed by second priority
       interests in the same collateral issued to the First Lien
       Lenders.

Ms. Jones informs the Court that the Committee has not received
documents that would allow it to determine whether it needs to
bring certain claims in the Debtors' cases.  Accordingly, it is
rightful to grant the Committee the extension because the Debtors
require additional time to produce additional documents and the
First and Second Lien Lenders refuse to produce any documents,
Ms. Jones asserts.  "These realities have compromised the
Committee's ability to assess the Valuation Issues and Lien
Challenge questions."

It is rightful to grant the Committee the extension because the
Debtors require additional time to produce emails and the First
and Second Lien Lenders refuse to produce any documents,
Ms. Jones asserts.  "These realities have compromised the
Committee's ability to assess the Valuation Issues and Lien
Challenge questions."

                          *     *     *

Judge Kevin J. Carey has granted the Committee's request for
shortened notice and set a August 19, 2008 hearing.  Objections
were due August 18.

                   About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 9;
http://bankrupt.com/newsstand/or 215/945-7000).


LBI MEDIA: Moody's Lowers $270 Senior Loans' Rating to Ba2
----------------------------------------------------------
Moody's Investors Service downgraded LBI Media, Inc.'s Corporate
Family Rating and its Probability of Default Rating to B2 from B1.  
In addition, Moody's downgraded the company's $270 million senior
secured credit facility to Ba2 from Ba1 and the company's $229
million Senior Subordinated Notes due 2017 to B3 from B2.  The
ratings outlook is stable.

The ratings downgrade reflects the company's weaker than expected
operating performance which has resulted in weaker than expected
credit metrics.  In addition, the company completed certain debt-
financed acquisitions that were not incorporated in the prior
rating and credit metric expectations.  As a result, Moody's now
believes that the company's debt to EBITDA leverage and other
credit metrics will remain at levels commensurate with a B2 CFR
over the rating horizon.

Moody's subscribers can find further details in the LBI Credit
Opinion published on Moodys.com

Moody's has taken these ratings actions:

LBI Media, Inc.

  -- Corporate Family Rating -- Downgraded to B2 from B1

  -- Probability of Default Rating -- Downgraded to B2 from B1

  -- $150 million Secured Revolver -- Downgraded to Ba2 from Ba1
     (to LGD 2, 19% from LGD 2, 18%)

  -- $120 Million Secured Term Loan -- Downgraded to Ba2 from Ba1
     (to LGD 2, 19% from LGD 2, 18%)

  -- $229 Million Senior Subordinated Notes due 2017 -- Downgraded
     to B3 from B2 (LGD 4, 69%)

The outlook is stable.

The B2 rating reflects the company's high debt to EBITDA leverage
of 8.6x for the trailing twelve months ended June 30, 2008, lack
of significant geographic diversification and revenue and cash
flow concentration in the Los Angeles market.  Additionally, LBI's
ratings reflect weaker than expected operating performance and
credit metrics, modest scale and our expectation that the company
will remain acquisitive as it seeks to expand its current station
portfolio in existing and new markets.

The company's ratings are supported by its industry leading
margins, clustering of radio and television stations in the top
Hispanic markets and concentration of local advertising revenues.  
In addition, Moody's expects LBI to continue to benefit from the
strong Hispanic demographic trends.

LBI Media, Inc., headquartered in Burbank, California, is a
Spanish-language broadcasting company that owns 22 radio stations
and 5 television stations in Los Angeles, Houston, Dallas-Fort
Worth, San Diego and Salt Lake City.


LETTUCE FIELDS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lettuce Fields, LLC
         aka London Flats
         aka Valleyview
        P.O. Box 2309
        Vancouver, WA 98668

Bankruptcy Case No.: 08-44010

Type of Business: The Debtor develops real estate.

Chapter 11 Petition Date: August 14, 2008

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Neil T. Jorgenson, Esq.
                   (ntj@jorlaw.com)
                  520 SW 6th Ave., #820
                  Portland, OR 97204-1514
                  Tel: (503) 224-2823

Total Assets: $16,165,526

Total Debts: $14,948,622

Debtor's 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Green Gables, LLC                                    $150,000
7535 NE 25th Street
Vancouver, WA 98662

Washington Dept. of Revenue                          $100,000
P.O. Box 47464
Olympia, WA 98504-7464

Allan Affleck                                        $100,000
6363 Lake Washington Blvd. #20
Kirkland, WA 98033

Cosco Fire Protection                                $88,231

City of Vancouver                                    $84,483

Lanz Cabinet Shop, Inc.                              $62,352

Internal Revenue Service                             $50,000

Action Paving                                        $45,520

Urban Surfaces                                       $43,327

Medallion Industries, Inc.                           $29,851

R.C.I.P.                                             $28,088

Jones Landscape                                      $26,631

Department of Labor & Industry                       $25,000

Sears Contract Sales                                 $16,583

RH Insulation Co., LLC                               $14,279

Fireside Distributors                                $13,318

Universal Plumbing                                   $9,900

GC- Construction                                     $9,203

Yelchaninov Construction, Inc.                       $7,931

Acousti Level Floor                                  $7,574


LINENS 'N THINGS: Gets Vendors OK on Trade Vendor Payment Program
-----------------------------------------------------------------
Linens Holding Co. obtained the support of many key vendors for
its Trade Vendor Payment Program, approved by the United States
Bankruptcy Court for the District of Delaware last month.

Springs Global US, the Yankee Candle Company, Croscill Home
Fashions, and M. Block & Sons, four major suppliers of merchandise
to the company, have now agreed to participate in the Trade Credit
Program, which provides letters of credit of up to $100 million.
The Company has agreed to limit participation in the Vendor
Program to $100 million.  At least 40 vendors have signed up for
the program at present.

"We are very appreciative of the widespread support shown by our
vendors as we progress with our restructuring and head into the
busy fall shopping season," said Michael Gries, Chief
Restructuring Officer and Interim CEO.  "The Trade Vendor Payment
Program is critical to maintaining positive relationships with the
trade community, as we provide our customers with the wide
assortment and depth of quality merchandise they expect from
Linens 'n Things."

"LNT is a long-standing customer of Springs/Wamsutta and we are
excited to be able to support their product needs for the fall
season," added Tom O'Connor, Executive Vice President of Springs
Global US, Inc.  "We look forward to building on our partnership
with LNT for years to come."

                      About Linens 'n Things

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.


LONGHORN CDO: Moody's Lowers Ba1 $6.6MM Sec. Notes' Rating to B1
----------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by
Longhorn CDO III, Ltd.:

Class Description: $4,500,000 Class D-1 Notes Floating Rate
Deferrable Interest Senior Secured Notes, due April 10, 2015

   -- Prior Rating: Baa2

   -- Current Rating: Baa3

Class Description: $5,900,000 Class D-2 Floating Rate Deferrable
Interest Senior Secured Participating Notes, due April 10, 2015

   -- Prior Rating: Baa2

   -- Current Rating: Baa3

Class Description: $6,600,000 Class E Floating Rate Deferrable
Interest Senior Secured Notes, due April 10, 2015

   -- Prior Rating: Ba1

   -- Current Rating: B1

According to Moody's, these rating actions are as a result of a
few covenant failures, most notably the weighted average spread
test, and in addition the weighted average Moody's rating factor
test.  The transaction's underlying collateral pool consists
primarily of senior secured loans.


MAGNA ENTERTAINMENT: Selling Ocala, Florida Asset for $16.5MM Cash
------------------------------------------------------------------
Magna Entertainment Corp. entered into an agreement to sell
approximately 489 acres of excess real estate located in Ocala,
Florida to Lincoln Property Company and Orion Investment
Properties Inc. for a purchase price of $16.5 million cash,
subject to a 90-day due diligence period in favor of the
purchasers.  

If the purchasers determine that their due diligence review is
satisfactory and do not terminate the agreement before the end of
the 90-day due diligence period, then the transaction would close
60 days thereafter, subject to the satisfaction of customary
closing conditions.  

The property forms part of the security for the company's bridge
loan with a subsidiary of MI Developments Inc., the company's
controlling shareholder, and the terms of the bridge loan require
that any net proceeds received from the sale of the property must
be used to make repayments under the bridge loan.

       About Lincoln Property Company and Orion Investment

Headquartered in Dallas, Texas, Lincoln Property Company --
http://www.lincolnproperty.com/-- is a diversified real estate  
company.  Lincoln Property began by building apartments in the
Dallas area, then expanded into commercial and retail projects.  
It owns, leases, and manages around 290 residential communities
throughout the US.  Its commercial division provides management,
development, and brokerage services for industrial, office,
retail, and mixed-use real estate.  Lincoln Property also develops
and manages military housing.

Based in Orlando, Florida, Orion Investment Properties Inc. is a
real estate developer.  

                 About Magna Entertainment Corp.

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

                              Waiver

As reported in the Troubled Company Reporter on Aug. 12, 2008, Two
of Magna Entertainment Corp.'s subsidiaries that own and operate
Pimlico Race Course and Laurel Park had borrowings of $9.0 million
outstanding at June 30, 2008 under term loan credit facilities
with a U.S. financial institution.  At June 30, 2008, MEC was not
in compliance with one of the financial covenants contained in
those credit agreements.  MEC obtained a waiver from the lender on
Aug. 5, 2008, for this financial covenant breach at June 30, 2008,
and the loan facilities were amended to temporarily modify this
financial covenant as at Sept. 30, 2008.


MEGA BRANDS: Amends Credit Deal, Closes C$75MM Debentures Offering
------------------------------------------------------------------
MEGA Brands Inc. received lender approval for certain amendments
to its senior secured credit facilities maturing in 2012.  On Aug.
18, 2008, the company executed a sixth amending agreement to its
Credit Agreement dated July 26, 2005 providing for certain changes
to the terms and conditions of its senior secured Credit
Facilities maturing in 2012, including a waiver of the cumulative
minimum EBIDTA ratio covenant for the period ended June 30, 2008.

Additionally, the Sixth Amendment introduces the concept of a new
definition of the calculation of EBIDTA allowing for the add-back
of certain non-recurring and non-cash items.  The covenant
includes a minimum EBITDA at the end of each quarter up to and
including June 30, 2010, at which point more stringent covenants
previously in place under the Credit Agreement become effective.
The revolving credit facility has been reduced to $100 million.

Concurrently, the company has closed the private placement
offering of senior unsecured convertible debentures with Fairfax
Financial Holdings Ltd., Chiefswood Holdings Limited, The Owners
Fund and Victor J. Bertrand Sr., the founder and chairman of the
board of directors of the Corporation, reported on Aug. 11, 2008,
which will generate gross proceeds of C$75 million and mature on
Aug. 31, 2013.

The debentures will bear interest at a rate of 8% payable semi-
annually in arrears and will be convertible at the option of the
holder at any time prior to the maturity date based on a
conversion price equal to approximately C$3.19 per common share,
subject to customary anti-dilution adjustments.  The debentures
will be convertible into 23,512,500 common shares, representing
39% of the common shares of the Corporation on an as converted
basis.

Assuming full conversion of the debentures to be issued to them,
Fairfax would hold 20,064,000 common shares or 35.4% of the
outstanding shares of the Corporation and such a conversion may
have a material effect on control, Victor J. Bertrand Sr. would
hold an additional 2,194,500 common shares which, with his current
holding, will represent 11% of the outstanding shares of the
Corporation and each of Chiefswood and The Owner Group would
receive 627,000 common shares which represent approximately 1 % of
the outstanding shares of the Corporation.

BMO Capital Markets acted as exclusive placement agent and
financial advisor to MEGA Brands in connection with the Offering.
The proceeds of the offering, combined with the amendments to the
Corporation's Credit Facility, provide the Corporation with the
financial resources and flexibility to meet working capital
requirements leading up to the peak toy selling season and to
continue the implementation of its Value Enhancement Plan.

MEGA Brands Inc. (CA:MB) -- http://www.megabrands.com-- makes  
toys, games & puzzles, arts & crafts and stationery.

                            *   *   *

As reported in the Troubled Company Reporter on Aug. 18, 2008,
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.


MFS INVESTMENT: Reports Redemption Dates for Percentage of ARPS
---------------------------------------------------------------
MFS Investment Management disclosed the redemption dates for a
percentage of auction rate preferred shares issued by one of its
closed-end funds that utilizes ARPs:  MFS High Income Municipal
Trust.  

As reported in the Troubled Company Reporter on July 1, 2008, MFS
Investment Management intends to restructure, subject to market
conditions, up to 20% of the leverage used by MFS California
Insured Municipal Fund (AMEX: CCA); MFS Investment Grade Municipal
Trust (NYSE: CXH); MFS Municipal Income Trust (NYSE: MFM); MFS
High Income Municipal Trust (NYSE: CXE); and MFS High Yield
Municipal Trust (NYSE: CMU).
   
The company stated that this restructuring represents a step
toward restoring liquidity for the funds' auction rate preferred
shares in a manner consistent with the best interests of the
funds' common and preferred shareholders.

The Fund is expected to redeem these amounts of ARPs on these
dates for its two series of ARPs, subject to satisfying certain
notice and regulatory requirements:

     Series: T       
     CUSIP: 195743307            
     Redemption Date: Sept. 15, 2008    
     Total Shares to be Redeemed: 450
     Aggregate Principal Amount to be Redeemed: $11,250,000      
     % of Outstanding ARPs: 18.75%

     Series: W       
     CUSIP: 195743406       
     Redemption Date: Sept. 16, 2008   
     Total Shares to be Redeemed:  450
     Aggregate Principal Amount to be Redeemed: $11,250,000           
     % of Outstanding ARPs: 18.75%
     
The redemption price will be equal to the liquidation preference
of $25,000 per share, plus the amount of accumulated but unpaid
dividends.

The record holder of the ARPs is CEDE & Co., the nominee of the
Depository Trust Company.  DTC has well-established rules for
allocating partial redemptions among participating broker-dealer
accounts.  Each broker-dealer is then responsible for allocating
the redemption among its investors.  Allocation procedures among
different brokers may vary, but the Financial Industry Regulatory
Authority issued Regulatory Notice 08-21 and related interpretive
guidance, reminding its members, which include registered broker
dealers, that they are obligated to follow an allocation process
that complies with New York Stock Exchange Rule 402.30 unless they
obtain a determination from FINRA that an alternate process is
equally acceptable.

The Fund is financing this redemption of ARPs through tender
options bonds.  In creating a TOB, typically a fund transfers a
highly rated bond from its portfolio to a special purpose trust
that issues two classes of securities: floating rate certificates,
which pay an interest rate that will be reset weekly, and residual
interest certificates, which pay an interest rate based on the
difference between the interest rate earned on the underlying
bonds and the interest rate paid on the floating rate
certificates, after TOB program expenses.  The fund holds the
residual interest certificates and uses the proceeds from the sale
of the floating rate certificates to redeem a portion of its
outstanding ARPs.  MFS has experience in creating TOBs and has
invested in TOB residuals on behalf of other funds that it manages
since 1991.

The TOB structure is less permanent than ARPs since TOBs may be
unwound upon the occurrence of certain events such as a failed
remarketing of the TOB securities, a bankruptcy of the issuer of
the underlying security or if the bonds are insured, the
bankruptcy of the issuer and the bankruptcy of the insurer, as
well as certain other credit events.  There is no certainty that
TOB financing will be available in the future.  TOBs have been
reasonably steady in recent markets but there is no certainty that
they will be profitable in future interest rate environments.  Due
to the requirements of the TOB structure, a fund that utilizes
TOBs may hold more concentrated positions in individual
securities, leading to increased impact on fund performance if
such securities experience a ratings downgrade.

Based on market conditions that have persisted for several months,
and including the fact that the dividend rate payable on the ARPs
is determined by reference to the maximum applicable dividend
rate, the total cost of financing through TOBs is expected to be
lower than the total cost of financing through ARPs.  Various
limitations on the Fund's ability to hold bonds suitable for use
in the creation of TOBs, along with certain other considerations,
permit only a portion of the Fund's ARPs to be redeemed at this
time.  Under different market conditions, the cost of financing
through TOBs may become disadvantageous and may become more
expensive than financing through ARPs; in that circumstance, the
Board of Trustees will evaluate alternatives that it considers to
be in the best interests of the Fund's shareholders.

Subject to market conditions, MFS expects that it will provide
more specific information within the next 30 - 60 days regarding
partial refinancing of the outstanding ARPs of MFS closed-end fund
MFS Municipal Income Trust through the creation of TOBs.  MFS
announced on July 23, 2008, redemption dates for a percentage of
ARPs issued by two other MFS closed-end funds: MFS Investment
Grade Municipal Trust and MFS High Yield Municipal Trust At this
time, MFS does not expect to be able to refinance through the
creation of TOBs any of the outstanding ARPs of a fifth, smaller
MFS closed-end fund, MFS California Insured Municipal Fund
because it would be necessary to take concentration risk in CCA to
create a TOB of sufficient size to be marketable. MFS believes
this level of concentration risk is not advisable under current
market conditions.

MFS continues to participate in industry-wide efforts to
restructure ARPs in a way to make them eligible for repurchase by
money market funds.  However, it is not certain when, or if, the
MFS closed-end funds' remaining ARPs will be restructured or
redeemed.

MFS manages approximately $183 billion in assets on behalf of more
than 5 million individual and institutional investors worldwide as
of June 30, 2008. The company traces its origins to 1924 and the
creation of America's first mutual fund.

                  About MFS Investment Management
    
MFS Investment Management manages $184 billion in assets on behalf
of more than 5 million individual and institutional investors
worldwide as of March 31, 2008.  The company traces its origins to
1924 and the creation of America's first mutual fund.


NCOAT INC: Hansen Barnett Expresses Going Concern Doubt
-------------------------------------------------------
Hansen, Barnett & Maxwell, P.C., in Salt Lake City raised
substantial doubt about nCoat, Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the year ended Dec. 31, 2007.  The auditing firm pointed to
the company's losses from operations, negative cash flows from
operating activities, and working capital and stockholders'
deficit.

The company's working capital deficit as at Dec 31, 2007, was
$5,593,301 with accumulated losses from the date of inception of
$36,085,141 through Dec. 31, 2007.  

The company (i) entered into a share exchange agreement in
February 2007; (ii) had engaged an investment banking firm to
assist in raising new capital; (iii) had increased operating
activities focused on the marketing of its products; and (iv) had
been negotiating sales agreements all to enable it to generate
sufficient cash flow for it to continue as a going concern.

If the company does not receive sufficient funds to settle amounts
owed to creditors and pay future expenses, there is the
possibility that it would be unable to continue.

The company reported a net loss of $27,699,407 on net sales of
$7,765,309 for the year ended Dec. 31, 2007, as compared with a
net loss of $6,718,955 on net sales of $5,572,621 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $6,818,877 in
total assets and $20,453,705in total liabilities, resulting in a
$13,634,828 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,616,824 in total current assets
available to pay $7,210,125 in total current liabilities.

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

                      Management's Statement

Since the initial shortfall in the expected financing occurring in
June and July, the company is experiencing a significant liquidity
crisis.  A number of the company's vendors have turned the
company's accounts over to collection agencies.  

At Dec. 31, 2007, the company had accounts payable in excess of
$1,500,000 over 120 days past due.

At Dec. 31, 2007, the company had cash of $295,961 and net trade
receivables of $934,337.  The company does not generate sufficient
cash from its operations in any given month to meet its expenses
and fund its operations.  

The company has an immediate need for financing to pay its overdue
accounts and fund its operations.  Because the company does not
generate enough income to support its operations, it needs
immediate financing of around $2,500,000.

There can be no assurance such financing will be available, or
available on terms acceptable to the company.  If the company is
unable to obtain financing, it will be unable to pay its
liabilities, and the company may need to cease operations.

Management's strategy includes, among other elements, the
development of long-term strategic partnerships with well-
established corporations.  These companies include large original
equipment manufacturers that build parts, engines, pistons, or
other components in the automotive and marine fields with which
the company could leverage its business using their book of
business, or brand identification in the industry.  


The company cannot dictate to those companies their business
activities regarding their partnership; however, management
expects to enter into agreements that will allow the company to
influence the partnership for mutual success.  

The company's growth in that area of the business plan may be
limited if it is either unable to identify and partner with these
larger companies, or in the course of the partnership, it is
unable to execute its business plans.

                            About nCoat

nCoat, Inc. (Other OTC: NCOA) -- http://www.ncoat.com/-- and its  
subsidiaries researches, licenses, commercializes, distributes,
and applies nano and multiple non-nano surface coatings.  The
company's coatings are used by automotive, diesel engine,
trucking, recreational vehicle, motorcycle, aerospace, and oil and
gas industries for heat management, corrosion resistance, friction
reduction, bond strength, abrasion protection, and appearance
applications.  It also develops and holds proprietary intellectual
property, and focuses on executing its distributed production and
licensing strategy.  The company was founded in 2004 and is
headquartered in Whitsett, N.C.


NORTH FOREST ISD: S&P Cuts Gen. Obligation Debt Ratings to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its standard long-
term rating, issuer credit rating (ICR), and underlying rating
(SPUR) on North Forest Independent School District, Texas' general
obligation (GO) debt to 'B' from 'BB'.

Standard & Poor's also placed its ratings on CreditWatch with
developing implications.

The downgrades reflect a worsening of the district's financial
position and the potential for the district to cease operations.

The CreditWatch action reflects the potential for additional
negative rating action should the financial stress worsen in the
short term, but also reflects the potential for upward rating
action depending on the results of actions taken by the Texas
Education Agency.

The 'AAA' rating, and stable outlook, on the bonds guaranteed by
the Texas Permanent School Fund remains in place.

The district's next debt service payment is scheduled for Friday,
Aug. 15, 2008. Management has indicated that there are sufficient
funds on hand, roughly $4.5 million, to cover the $3.9 million
payment.

Pending approval from the U.S. Department of Justice, the Texas
Education Agency will implement a plan that will replace the
school board and install a new superintendent this fall. Despite
previous management actions designed to stabilize the district's
financial condition, the district is facing a nearly $12 million
budget shortfall.  

Earlier this year, the rating was lowered to 'BB' from 'BBB-' due
to the district's significant financial deterioration and the
potential for it to cease operations.  Management has taken
several actions designed to have a positive financial impact,
including the reduction of 50 positions for the current fiscal
year, the planned reduction of 90 positions for the following
school year, along with the merging of four schools into two
schools.

The district ended fiscal 2007 with a severe decline in the
unreserved general fund balance to a negative $6.7 million from a
positive $14.8 million in fiscal 2006 based on a number of
factors, including the recording of a $7.3 million liability to
the state of Texas for the overpayment of per pupil funding in the
previous year and deficit spending in instructional, school
leadership, and administration areas. According to the auditor,
the overpayment by the state was due to improper reporting of
student enrollment while deficit spending was due to the finance
department's understaffing and lack of monitoring. The independent
auditor also expressed concern about the district's ability to
continue to exist. Other problems include management's use of bond
proceeds to cover a portion of operating expenses while waiting
for additional tax revenues to be collected. These funds have not
been fully repaid.


NUVEEN INVESTMENTS: S&P Revises Outlook to Negative; B+ Affirmed
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Nuveen
Investments Inc. (Nuveen) to negative from stable. At the same
time, S&P affirmed its 'B+' long-term counterparty credit rating
on Nuveen.

"The outlook revision results from several factors, including
reduced operating cash flows, net client outflows, and a decline
in assets under management, hurt by notable market depreciation,"
said Standard & Poor's credit analyst Robert Hansen, CFA.

"Furthermore, we expect revenue, earnings, and operating cash
flows in 2008 to be meaningfully less than our original
expectations, partly due to weakness in the capital markets and a
generally more-challenging sales environment. We also see tepid
demand for closed-end fund offerings this year given current
discounts to net asset value on existing funds," S&P says.

"However, Nuveen's liquidity appears adequate given cash balances
and ample borrowing capacity under its $250 million revolving
credit facility. Financial covenants are lenient other than a
leverage covenant related to the incurrence of additional
indebtedness. We expect the $250 million in senior notes, which
comes due in September 2010, to be refinanced or paid with
available cash balances.

"The counterparty credit rating reflects Nuveen's high financial
leverage, strong competitive niche position, solid reputation, and
generally good investment performance. The company has a well-
balanced product offering, which includes municipal bonds,
equities, and taxable fixed-income products. We view revenue
stability as strong, aided by the company's high proportion of
closed-end fund offerings, which are nonredeemable.

"The negative outlook reflects our opinion that the rating has
come under pressure in the current market environment. If
financial performance shows further deterioration, we could lower
the rating. Alternatively, if revenues, net client flows, and
operating cash flows improve significantly, which we view as less
likely, we could raise the rating."


PACIFIC LUMBER: S&P Lowers Ratings on Scopac Timber Notes to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all
classes of timber-collateralized notes issued by Scotia Pacific
Co. LLC (ScoPac) to 'D'.

The rating actions follow the acquisition of ScoPac's properties
by Mendocino Redwood Co. and Marathon Structured Finance Fund for
an approximate amount of $514 million. Although the funds have yet
to be distributed, this amount is less than the $714 million of
principal, not including interest, owed to noteholders.

ScoPac, along with its parent company, the Pacific Lumber Co.
(Palco), and other subsidiaries, previously filed for voluntary
protection under Chapter 11 of the U.S. Bankruptcy Code on Jan.
18, 2007.

RATINGS LOWERED
   
Scotia Pacific Co. LLC
Timber-collateralized notes

          Rating
Class  To       From             Balance ($ mil.)
-----  --       ----             ----------------  
A-1    D        CCC-                        7.294
A-2    D        CCC-                      243.200
A-3    D        CCC-                      463.348


PRC LLC: Inks Stipulation Resolving Sprint Communications Dispute
-----------------------------------------------------------------
PRC LLC and its debtor-affiliates, PRC LLC's former parent
IAC/InterActive Corp., and Sprint Communications Company L.P.
entered into a stipulation that resolves a service dispute between
the parties.

Before the date of bankruptcy, IAC/InterActive and Sprint were
parties to a Master Services Agreement, under which the Debtors
received and purchased wireline and wireless telecommunication
services from Sprint.

The Debtors paid Sprint $107,000 as adequate assurance deposit
for future services pursuant to a Court order.  

Sprint filed amended Claim No. 403 -- superseding Claim Nos. 254,
204, 341, 108, and 105 -- for the Debtors' prepetition default
amounting to $403,054 under the Master Services Agreement.

The Debtors filed a motion seeking to reject the Sprint Master
Services Agreement effective September 30, 2008, which motion was
objected by Sprint.

The Reorganized Debtors later informed Sprint that they want to
continue receiving wireless telecommunication services, but want
to stop receiving Sprint's wireline services.

On July 28, 2008, the Reorganized Debtors and Sprint entered into
a Master Service Agreement under which Sprint will supply the
Reorganized Debtors wireless telecommunication services for three
years.

The parties later entered into a Court-approved stipulation
providing that:

   (a) The Reorganized Debtors will pay $42,000 for unpaid  
       prepetition wireless telecommunication services owing to
       Sprint.  To effect payment, Sprint will subtract the
       $42,000 from the Utility Deposit and apply to the amount
       to the wireless account.

   (b) The Reorganized Debtors will provide Sprint a $35,000-
       deposit as adequate assurance of future payment under the
       Wireless Contract.  Sprint will subtract the $35,000
       deposit from the Utility Deposit and hold the $35,000 as
       the new deposit.  Sprint will apply the remainder of the
       Utility Deposit to future invoices beginning with the
       September 2008 invoice until the remainder of the Utility
       Deposit has been applied.

   (c) Claim Nos. 254, 204, 341, 108, and 105, and all scheduled
       claims on behalf of Sprint are expunged.  Claim No. 403 is
       reduced and allowed as a Class 6 General Unsecured Claim
       for $367,054 in full and final satisfaction of Sprint's
       Claim, and will be paid according to the Plan.

   (d) The Reorganized Debtors may reject the Master Services
       Agreement effective September 30, 2008.  Until the
       rejection date, Sprint will continue to provide the
       Reorganized Debtors wireline telecommunication service,s
       and the Reorganized Debtors will pay Sprint for the
       services in the ordinary course of business.  Sprint will
       not have any claim or right to early termination charges
       or similar charges relating to the wireline services or
       the termination or disconnection of the services.  To
       avoid any doubt, Sprint will not have any claim against
       the Reorganized Debtors or the Debtors relating to the
       rejection of the Master Services Agreement.

   (e) Sprint will release and discharge the Reorganized Debtors,
       the Debtors, and their assigns from all actions,
       judgments, claims, and causes of action, with respect to
       the Master Services Agreement.

   (f) The Reorganized Debtors will release and discharge Sprint
       and their assigns from all actions, judgments, claims, and
       causes of action with respect to the Master Services
       Agreement.

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer        
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  The Court confirmed that Plan
mid-June 2008.  (PRC LLC Bankruptcy News, Issue
No. 19; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Names Steve K. Richards as Chief Executive Officer
-----------------------------------------------------------
PRC LLC has appointed Steven K. Richards as the company's chief
executive officer effective August 5.  He succeeds Jerry
McElhatton, who served as PRC's chief executive officer during
the company's recently-completed reorganization.  Mr. McElhatton
will remain with the company in an advisory capacity during a
transitional period.

Prior to joining PRC, Mr. Richards served as president of
Transworld Systems, where he led an expansion of the business and
delivered record revenues and earnings.  He also served as chief
operations officer at RMH Teleservices, a North American call
center outsourcer.  Additionally, he has held key positions with
AT&T and with Excel Communications, a unit of BCE Inc.

"I am delighted to join PRC as we embark on an exciting new stage
in the Company's history," Mr. Richards said in the company's
press release.  "PRC has a well-deserved reputation for
delivering superior customer satisfaction for its marquee clients
and providing outstanding service to their customers.  Our top
priority will be to continue to deliver on PRC's commitment to
100%, across-the-board client satisfaction.  PRC has an excellent
team of talented, forward-thinking professionals, and I look
forward to working closely with them as we grow the business
together."

Mr. McElhatton said of Mr. Richards, "Steve brings a wealth of
experience in the BPO industry and outstanding leadership
credentials to PRC.  I am confident that Steve and his team will
capitalize on PRC's financial stability and operational
effectiveness to realize PRC's ambitious growth and profitability
objectives."

Mr. Richards earned a Business degree with honors at Penn State
and has completed Executive Programs at Duke, UVA and Penn State.

He will join the Board of PRC's parent company.

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer        
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  The Court confirmed that Plan
mid-June 2008.  (PRC LLC Bankruptcy News, Issue
No. 19; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PROTECTION ONE: June 30 Balance Sheet Upside-Down by $51.8 Million
------------------------------------------------------------------
Protection One Inc.'s consolidated balance sheet at June 30, 2008,
showed $653.8 million in total assets and $705.7 million in total
liabilities, resulting in a roughly $51.8 million stockholders'
deficit.

The company reported a net loss of $9.1 million for the second
quarter ended June 30, 2008, compared with a net loss of
$8.1 million in 2007.  Adjusted EBITDA declined to $27.2 million
from $29.5 million.  This decrease was in part due to the
company's significant planned investments in new marketing
initiatives and higher service and legal expenses, offset by
$2.3 million of G&A efficiencies.

Consolidated second quarter revenue declined less than 1% to
$92.4 million, from $93.1 million in 2007.  

Richard Ginsburg, Protection One's president and chief executive
officer, commented, "In a period of economic uncertainty, I am
pleased to report that our Retail segment lowered attrition while
increasing RMR additions from a combination of new sales and price
increases.  In addition, our Wholesale segment generated
exceptional growth in additions from its key dealer customers.
With the assimilation of IASG largely complete, we continue to
work on process changes to improve profitability of our monitoring
and service operations across all segments."

                          Retail Segment

Total Retail segment revenue in the second quarter of 2008
decreased 1.2% to $72.9 million, driven by a decrease in
monitoring and service revenue due to high attrition over the last
12 months on the acquired Integrated Alarm Services Group Inc.
(IASG) base.  Attrition on the IASG base has improved since
peaking in the fourth quarter of 2007.

The Retail segment's operating income declined by $200,000 to
$1.8 million.  

                        Wholesale Segment

Wholesale monitoring and service revenue in the second quarter of
2008 increased 5.2% to $11.7 million.  Wholesale reported an
operating loss of $249,000 compared to income of $783,000 in the
second quarter of 2007 due to higher selling expenses and
increased staffing costs to enhance service levels and to assist
in upgrading its monitoring platform, the initial milestone of
which was completed at the beginning of July.

                       Multifamily Segment

Total Multifamily revenue decreased 6.9% to $7.6 million in the
second quarter of 2008 compared to 2007, and monitoring and
related services revenue declined by 4.8%.  Principally as a
result of lower revenues and increased selling costs, Multifamily
operating income declined to $1.2 million in the second quarter of
2008 from $1.6 million one year earlier.

                             Net Debt

The company's net debt decreased slightly to $484.1 million at
June 30, 2008, from $485.0 million at Dec. 31, 2007, as free cash
flow was mostly offset by fees and expenses associated with the
first quarter refinancing.  At current LIBOR, the company's
annualized cash interest expense is approximately $48.0 million.

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

                       About Protection One

Headquartered in Lawrence, Kan., Protection One Inc. (Nasdaq:
PONE) -- http://www.ProtectionOne.com/-- is a vertically    
integrated national provider of sales, installation, monitoring,
and maintenance of electronic security systems to homes and
businesses.  Network Multifamily, Protection One's wholly owned
subsidiary, is the largest security provider to the multifamily
housing market.  The company also owns the nation's largest
provider of wholesale monitoring services, the combined operations
of CMS and Criticom International.


QUEBECOR WORLD: Long-Term Partnership With PARADE Extended
----------------------------------------------------------
Quebecor World Inc. has renewed and extended its long-term
partnership with PARADE Publications, to print 100% of PARADE
Magazine in the U.S. PARADE, a division of Advance Magazine
Publishers, Inc.

"We are very pleased to be able to extend this important and
valued partnership with PARADE.  The relationship between PARADE
and Quebecor World spans 35 years and we are proud to continue to
produce PARADE Magazine," said Jacques Mallette, President and CEO
Quebecor World.  "Quebecor World's commitment to customer service
and quality were the key factors in our decision to renew with
Quebecor World.  In addition to consistent performance, Quebecor
World provided us with capabilities unmatched in the marketplace,"
said John Beni, Vice Chairman PARADE Magazine.

"Our coast-to-coast manufacturing platform creates significant
value for national customers such as PARADE.  Every week we are
able to provide PARADE and its readers with a top-quality product
that is produced closer to their readers thereby reducing cycle
time and delivery costs.  Our national platform and our commitment
to customer service are what makes us the leader in the production
of Sunday Magazines and retail inserts," said Brian Freschi,
President Marketing Solutions Group.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.


REDDY ICE: Poor Credit Cues Moody's to Junk $151MM Notes' Rating
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default Rating of Reddy Ice Holdings, Inc. to
B2 from B1 and assigned an SGL-3 speculative grade liquidity
rating.  Moody's concurrently lowered the ratings on the $300
million senior secured credit facility and senior discount notes
by one notch.  The rating outlook is negative.

Moody's took these rating actions:

  -- Downgraded Corporate Family Rating, to B2 from B1

  -- Downgraded Probability of Default Rating, to B2 from B1

  -- Downgraded $60MM, Sr. Secured Revolver due 2010, to B1 (LGD
     3, 32%) from Ba3 (LGD 3, 33%)

  -- Downgraded $240MM, Sr. Secured Term Loan due 2012, to B1 (LGD
     3, 32%) from Ba3 (LGD 3, 33%)

  -- Downgraded $151MM, 10.5% Sr. Disc. Notes due 2012, to Caa1
     (LGD 5, 87%) from B3 (LGD 5, 87%)

Assigned Speculative Grade Liquidity Rating, SGL-3

The downgrade reflects declining profitability, weakening credit
metrics and concern that a weak economy and emerging competitive
threats from ice vending machines could pressure sales volume.  
During the first half of 2008, profitability declined because of
rising fuel costs and lower than expected consumer demand for the
company's packaged ice products.

The negative outlook incorporates the significant risks to the
company from the ongoing antitrust investigation and related
litigation, although the nature, timing and severity of any
potential sanctions are unclear at this time.  The company has
incurred significant fees and expenses related to the antitrust
investigation and related litigation and such costs could continue
as the investigations progress.  A large fine or judgment against
the company could result in impaired liquidity absent new
financing arrangements.

The B2 Corporate Family Rating is supported by the company's
leading market position in the packaged ice industry and a
favorable geographic footprint and superior scale that affords it
material barriers to entry.

The SGL-3 rating reflects an adequate liquidity profile over the
next four quarters.  The liquidity rating is supported by $28.8
million of restricted and unrestricted cash balances and $36.9
million of availability under a $60 million revolver at June 30,
2008.  Excluding any potential fines or judgments against the
company from the antitrust investigations and related litigation,
Moody's expects that free cash flow after capital expenditures,
quarterly dividends and investigation costs will be negative over
the next four quarters.

Reddy Holdings, through its wholly-owned subsidiary, Reddy Ice
Corporation, manufactures and distributes packaged ice products.
Reddy Ice is the largest manufacturer of packaged ice products in
the United States and serves approximately 82,000 customer
locations in 31 states and the District of Columbia.  Typical end
markets include supermarkets, mass merchants, and convenience
stores.  Revenues for the twelve month period ending June 30, 2008
were about $336 million.


REDDY ICE: S&P Holds 'B+' Ratings; Outlook Revised to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Dallas,
Texas-based Reddy Ice Holdings Inc. and its wholly owned operating
subsidiary, Reddy Ice Corp. (Reddy Ice) to negative from stable.
At the same time, S&P affirmed all of its ratings on the company,
including the 'B+' corporate credit rating. As of June 30, 2008,
Reddy Ice had about $438 million in adjusted debt.

The outlook revision reflects Reddy Ice's weaker-than-expected
operating performance because of lower sales volumes and higher
input costs, resulting in overall weakened credit protection
measures and concerns that credit measures could weaken further.

The ratings on Reddy Ice reflect the company's narrow product
focus, its participation in the highly fragmented and competitive
packaged ice industry, seasonal demand for its products, and an
aggressive financial policy. For analytical purposes, Standard &
Poor's views both companies as one economic entity.

"In March 2008, the Antitrust Division of the U.S. Department of
Justice (DOJ) started an investigation into possible antitrust
violations in the packaged ice industry, which resulted in search
warrants and subpoenas for the company and its employees. Since
then, the state of Florida has coordinated additional multistate
investigations, but they are believed to be related to the ongoing
DOJ investigation, as well as a number of lawsuits filed. At this
point, the company cannot estimate how the investigations and
lawsuits could affect the company's financial condition. Still, we
expect the company to continue to incur additional legal costs
over the near term," S&P relates.

"The outlook on Reddy Ice Holdings is negative. We are concerned
about the company's ability to improve credit measures, amid the
weak economy and rising input costs," S&P says.

"We could lower the ratings in the near term if the company's
operating performance weakens further and/or if the financial
policy becomes more aggressive," said Standard & Poor's credit
analyst Bea Chiem. "Alternatively, we would consider an outlook
revision to stable if the company can reduce leverage to under 5x
and maintain adequate liquidity," she continued.


ROBERT LESLIE: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: Robert Leslie
         Marilyn Leslie
         3739 Wheeler Canyon Road
         Santa Paula, CA 93060

Bankruptcy Case No.: 08-11949

Chapter 11 Petition Date: August 13, 2008

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtors' Counsel: Andrew A. Goodman, Esq.
                  Law Offices of Andrew Goodman
                  200 N Westlake Boulevard, Suite 202
                  Westlake Village, CA 91362
                  Tel: (805) 379-2010
                  Fax: (805) 379-2020
                  Email: agoodman@andyglaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $1 million to $10 million

Debtors' list of its Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Eric Kelly                       Services provided       $2,400
4137 Wheeler Canyon Road         for farm at Wheeler
Santa Paula, CA 93060            Canyon Ranch

Bank of America Visa             Credit Card             $1,000
P.O. Box 15714
Wilmington, DE 19886

Your Poolman                     Pool Maintenance          $150
910 Mckevett Road
Santa Paula, CA 93060


SABINES PASS: Moody's Holds Senior Secured Notes' Rating at B2
--------------------------------------------------------------
Moody's Investors Service affirmed Sabine Pass LNG, LP's B2 rating
for its senior secured notes due 2013 and 2016 and changed the
outlook to stable from negative.

"The stable outlook reflects the recently completed convertible
loan financing at an affiliate of Cheniere Energy, Inc., Sabine's
parent, that should provide Cheniere sufficient liquidity for the
next three years", said Clifford Kim, Analyst at Moody's.  He
added, "Cheniere's liquidity profile could again face significant
pressure starting in the third quarter of 2011 if Cheniere's
business prospects do not substantially improve over the next
eighteen months."

In the near term, Moody's expects Cheniere's liquidity profile to
improve significantly since the proceeds of the convertible note
financing will be used to repay the $95 million term loan maturing
in November 2009, establish a reserve account for Cheniere
Marketing's TUA obligations, and to maintain cash on hand.  The
financing averts a potential liquidity shortfall at Cheniere in
early 2009 that could have ultimately resulted in a potential
bankruptcy of Sabine.  Moody's notes that the convertible loan
financing contains put options exercisable starting in the third
quarter of 2011, which could create liquidity problems for
Cheniere at that time.  Cheniere had unrestricted cash totaling
approximately $162 million at June 30, 2008 and $297 million at
Dec. 31, 2007.

In Moody's view, the market for LNG imports into the US remains
very weak and the growth in domestic natural gas production could
limit the potential for LNG imports over the next several years.  
However, Moody's also recognizes that global LNG supply is
expected to grow in 2009 and 2010 as several delayed LNG
liquefaction plants come online.  Moody's will continue to monitor
these developments and their implications for Cheniere and the
Project.

The rating action also incorporates Cheniere's statement in its
recently filed 10Q that lists additional financing at Sabine as a
potential source of cash to fund remaining construction,
commissioning and operating costs at the Project.  As of June 30,
2008, Sabine completed the construction of the initial 2.6 Bcf/d
of send out capacity and 10.1 Bcf of storage capacity subject to
the completion of routine punch list items while the remaining 1.4
Bcf/d was approximately 79% complete.

Sabine's rating could be positively affected by a substantial
increase in Cheniere's credit quality such that Cheniere's
marketing affiliate can comfortably make payments on a sustained
basis to Sabine under its terminal use agreement without relying
on distributions from the Project.

Factors that could place negative rating pressure on Sabine
include a lack of meaningful improvement in the US LNG
regasification market over the next eighteen months or if Cheniere
utilizes its liquidity faster than expected.  Additionally,
Sabine's rating could be downgraded if the Project requires
additional financing beyond those allowed in the existing bond
indenture or if the Project is unable to raise any funds needed
for operations or construction.

Sabine Pass LNG L.P. was formed in 2004 to construct, own and
operate a liquefied natural gas receiving terminal with an
aggregate regasification capacity of 4 Bcf/d.  Sabine has signed
three 20-year Terminal Use Agreements for 100% of its
regasification capacity on a "take or pay" basis.  Sabine is
90.6%, indirectly-owned by Cheniere Energy, Inc.


SAGECREST FINANCE: Files for Bankruptcy to Stave Off Foreclosure
----------------------------------------------------------------
SageCrest Finance LLC filed its chapter 11 petition on Aug. 17,
2008, with the U.S. Bankruptcy Court, District of Connecticut
(Bridgeport), case number 08-50755.  The Debtor listed assets of
up to $100 million and debts of less than $10 million owed to less
than 49 creditors.

The Debtor's counsel said that SageCrest sought bankruptcy
protection in order to avoid a foreclosure sale initiated by
Deutsche Bank AG, which is owed $7 million, William Rochelle of
Bloomberg News says.

Mr. Rochelle reports that no other documents were filed with the
Court as of August 18, besides the Debtor's three-page petition
and filing authorization.

Greenwich, Connecticut-based SageCrest Finance LLC is a hedge fund
managed by Windmill Management LLC that is operated by Alan and
Philip Milton.  Windmill has a pending case filed by its investor,
Wood Creek Capital Management, with the Superior Court in
Stamford, Connecticut.  Wood Creek alleged that Windmill failed to
repay its invested fund.


SAGECREST FINANCIAL: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: SageCrest Financial, LLC
        Three Pickwick Plaza, Suite 400
        Greenwich, CT 06830

Bankruptcy Case No.: 08-50755

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
SageCrest II, LLC                                  08-50754

Type of Business: The Debtors provide short-term financing.

Chapter 11 Petition Date: August 17, 2008

Court: District of Connecticut (Bridgeport)

Debtor's Counsel: James Berman, Esq.
                   (jberman@zeislaw.com)
                  Zeisler and Zeisler P.C.
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  http://zeislaw.com/

Estimated Assets: $100 million to $500 million

Estimated Debts:  $1 million to $10 million

The Debtors did not file a list of 20 largest unsecured creditors.


SAVE OUR SPRINGS: Presses for Delay of Chapter 11 Case Dismissal
----------------------------------------------------------------
Save Our Springs Alliance Inc. requested the U.S. Bankruptcy
Court, Western District Texas (Austin) to postpone the dismissal
of its chapter 11 case that was directed by Judge Craig Gargotta
on Aug. 8, 2008, William Rochelle of Bloomberg News relates.

Judge Gargotta ruled that the Debtor was a small business and
failed to comply with the deadlines relating to the completion of
its reorganization, Mr. Rochelle says.

Mr. Rochelle notes that Sweetwater Austin Properties LLC sought
the dismissal of the Debtor's case.  The Debtor had attempted to
stop Sweetwater's project near Barton Creek, Texas but lost in a
legal dispute.  A state court directed the Debtor to pay
Sweetwater $295,000 to cover attorneys' fees.

According to Sweetwater, the Debtor allegedly used certain
settlement funds improperly and had them transferred to other
environmental groups to minimize payment to creditors, the
Troubled Company Reporter said on April 18, 2008.  While the Court
found out that the Debtor did not act out in bad faith, the Court
also ruled that the Debtor did not effectively show that it was
able to raise this money for the creditors' recovery.

As reported by the TCR on April 23, 2008, the SOS Alliance said it
remains confident that it will have a plan confirmed in the months
ahead.  SOS Alliance experienced a setback after Judge Gargotta
denied confirmation of SOS Alliance's first amended chapter 11
plan of reorganization.

The Court related that three creditor parties expressed opposition
to the Debtor's plan during successive confirmation hearings in
November 2007: Mak Foster Ranch, L.P., Cypress-Hays, L.P., and
Sweetwater Austin Properties, LLC.

                           Plan Overview

The Debtor is allegedly notorious for lobbying against development
in the Hill Country watershed in Texas in order to protect various
aquifers and its surrounding tributaries.

Since the Debtor relies on donors to fund ongoing operations, its
plan is not premised on paying creditors from ongoing operations
or from future general donations, but rather from a designated
Creditor Settlement Fund of $60,000.

The fund is specially created for the pro rata payment of
unsecured creditors' claims, including Sweetwater's.  The
classification scheme and the amount of proposed payments to
Sweetwater under the plan are the focal points of the dispute
between it and the Debtor.

                           About SOS

Save Our Springs Alliance -- http://www.sosalliance.org/-- is a     
non-profit organization whose aim is to protect the Edwards
Aquifer in Texas, its springs and contributing streams, and the
natural and cultural heritage of its Hill Country watersheds, with
special emphasis on the Barton Springs Edwards Aquifer.  The
Alliance filed for chapter 11 bankruptcy on April 10, 2007 (Bankr.
W.D. Texas Case No. 07-10642).  Weldon Ponder, Esq., represents
the Debtor in its restructuring efforts.

SOS Alliance filed for bankruptcy after the Texas Supreme Court
upheld the Court of Appeals ruling and declined to review the case
Save Our Springs Alliance v. Lazy Nine Municipal Utility District.  
In addition, SOS Alliance was directed to pay $500,000 in
attorneys' fees.

                       
SEMCANADA ENERGY: Pays C$1.8MM for B.C. Natural Gas Customers
-------------------------------------------------------------
Energy Savings Income Fund, the Toronto-based retailer of fixed
price natural gas and electricity contracts, acquired
substantially all of the commercial and residential customer
contracts of CEG Energy Options Inc. in British Columbia.

CEG is a Western Canadian marketer of natural gas wholly owned by
SemCanada Energy Company, both of which filed for creditor
protection under the CCAA on July 30, 2008. The acquisition is was
expected to close August 14, 2008 and remains subject to court
approval under the CCAA proceedings.

Current annual gas volumes from the customers are 4.8 million GJs
annually (16.9 million GJs total over the remaining term of the
contracts). The average remaining life of the contracts is
approximately 36 months. As the supply previously associated with
the customers was jeopardized upon the CCAA filings, many of these
customers would have lost favorable contracts had Energy Savings
not agreed to this purchase. Upon completion of their existing
term, Energy Savings will seek to renew these customers on
standard Energy Savings contracts.

As regards the purchase, CEO Ken Hartwick noted: "In both our
Annual Report and our recent first quarter results, we mentioned
that there would be the opportunity for accretive acquisitions
during the coming year. The recent difficulties experienced by
SemCanada and CEG have provided us with one of these
opportunities."

"This purchase fits with our strategy in two ways. First, in
addition to residential customers, the CEG customers fit the
profile of the stable but targeted larger commercial customers we
have accumulated across all of our other markets. Second, we
immediately enhance our strategic position in the B.C. commercial
and residential markets where we are already currently active.
This transaction, while not large, is immediately accretive to our
unitholders."

Chair Rebecca MacDonald added: "I am pleased that we are able to
offer continuity of fixed price supply to these customers. The
CCAA filings by SemCanada and CEG left many of them in a position
where advantageously priced contracts would have been cancelled
unless taken up by another supplier. We have agreed to honor the
obligation to supply these contracts and we hope that this will
aid us in renewing these customers at the end of their term. This
transaction underscores the importance of committing to long term
supply with proven, creditworthy suppliers like Energy Savings."

                             The Fund

Energy Savings' natural gas business, which is conducted in
Ontario, Manitoba, Alberta, Quebec, British Columbia, Illinois,
Indiana and New York, involves the sale of gas to residential,
commercial and small industrial customers under long term,
irrevocable fixed price contracts. Energy Savings also supplies
electricity to Ontario, Alberta, New York and Texas customers. By
fixing the price of natural gas or electricity under its fixed
price contracts for a period of up to five years, Energy Savings'
customers offset their exposure to changes in the price of these
essential commodities. Energy Savings, which commenced business in
1997, derives its margin or gross profit from the difference
between the fixed price at which it is able to sell the
commodities to its customers and the fixed price at which it
purchases the matching volumes from its suppliers.

                        Non GAAP Measures

Management believes the best basis for analyzing both the Fund's
operating results and the amount available for distribution is to
focus on amounts actually received ("seasonally adjusted").
Seasonally adjusted analysis applies solely to the Canadian gas
market (excluding Alberta and B.C.). Energy Savings receives
payment from the LDCs upon delivery of the commodity not when the
customer actually consumes the gas. Seasonally adjusted analysis
eliminates seasonal commodity consumption variances and recognizes
amount available for distribution based on cash received from the
LDCs.


SEMGROUP LP: Section 341(a) Meeting Scheduled for September 9
-------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will convene a meeting of creditors of SemGroup, L.P., and its 24
debtor affiliates on Sept. 9, 2008, at 1:00 p.m., at Room 5209, J.
Caleb Boggs Federal Building, Fifth Floor, in Wilmington,
Delaware.

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

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

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: U.S. Trustee Wants Chapter 11 Examiner Appointed
-------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, asked the
U.S. Bankruptcy Court for the District of Delaware to direct the
appointment of a chapter 11 examiner to investigate the trading
practices and the prepetition transactions of SemGroup LP and its
debtor affiliates.

"The dearth of information available regarding the Debtors'
trading activities has caused significant unrest and concern
among their customers, suppliers, lenders and investors," the
U.S. Trustee told Judge Brendan L. Shannon.  The U.S. Trustee
noted that the Debtors have not addressed the allegations of
fraudulent transactions in the two weeks since the Petition Date.

The U.S. Trustee related that the Debtors' Chapter 11 filings
were caused, in large part, by a severe liquidity crisis
occasioned by massive margin calls related to large New York
Mercantile Exchange and Over-the-Counter futures and options
positions they held before the Petition Date.  The Debtors sold
their NYMEX trading account to Barclays approximately one week
before the Petition Date.

Parties-in-interest raised fraud and impropriety allegations
against the Debtors with respect to their prepetition trading
strategy, the transfer of their trading account to Barclays, and
the propriety of the use of a trading firm owned by the Debtors'
former chief executive officer in the trades.

General Electric Capital Corporation alleged that the Debtors
used $50,000,000 of the $120,000,000 loan to fund the transfer of
the NYMEX trading account to Barclays.  GECC said the loan was
for the construction of a 580-mile pipeline.  The Debtors'
financial advisor acknowledged GECC's allegations; however,
despite the acknowledgment, the $50,000,000 was not included in
the cash budget submitted in connection with the DIP Financing
and Cash Collateral Motions, the U.S. Trustee noted.

The Debtors' non-debtor publicly trading affiliate, SemGroup
Energy Partners, L.P., was also named in several lawsuits
charging the company and its officers and directors of violations
of Sections 10(b) and 20(a) of the Securities Exchange Act of
1934.  The lawsuits also alleged that Energy Partners engaged in
a series of insider transactions -- which grossed more than
$700,000,000 -- for the sole purpose of providing cash to cover
margin calls related to the Debtors' trading strategy.  The U.S.
Trustee pointed out that:

   (a) In July 2007, SemGroup Holdings raised $275,000,000
       through the public offering for the sale of 12,500,000
       common stocks of Energy Partners.  Prior to the public
       offering, SemGroup contributed its crude business to
       Energy Partners.  In exchange, SemGroup Holdings was
       issued 12,570,504 subordinated units and 549,908 general
       partners units of Energy Partners and at least
       $137,000,000 in cash.

   (b) In January 2008, Energy Partners acquired the Debtors'
       asphalt assets for $378,800,000.

   (c) In May 2008, Energy Partners purchased SemCrude LP's
       interest in SemGroup Crude Storage, LLC, for $90,000,000.  

   (d) In June 2008, hedge funds Manchester Securities Corp. and
       Alerian Finance Partners, LP, extended $150,000,000 to the
       Debtors.

Under the loan agreement with Manchester and Alerian, the hedge
funds would get the Debtors' interest in Energy Partners once the
Debtors default on the debt.  The Debtors' bankruptcy filing
triggered an event of default under the loan; subsequently, the
hedge funds took control over Energy Partners.

The U.S. Trustee told Judge Shannon that it is in the best
interests of creditors, equity holders, and other interested
parties to have an examiner appointed given the allegations that
the Debtors' liquidity problems were improperly hidden from their
lenders and investors.   The Debtors' bankruptcy filings,
according to the U.S. Trustee, have had a significant effect on
the energy futures market and the sale of crude oil domestically.
The U.S. Trustee said appointment of an examiner to investigate
the issues will shed light and produce a report that informs the
Court and the public whether culpable conduct occurred.

In seeking for the appointment of an examiner, the U.S. Trustee
invoked Section 1104(c)(1) of the Bankruptcy Code, which provides
that the court can direct the appointment of an examiner, at any
time before the confirmation of a plan of reorganization, to
investigate on any allegations of fraud or misconduct in the
management of the affairs of the debtor of or by current or
former management of the debtor, if (1) the appointment is in the
interests of creditors, any equity security holders, and other
interests of the estate; or (2) the debtor's fixed, liquidated,
unsecured debts, other  than debts for goods, services, or taxes,
or owing to an insider, exceed $5,000,000.

The U.S. Trustee said there is no dispute that the Unsecured
Notes of the Debtors exceed $5,000,000.  In November 2005, two of
the Debtors, SemGroup LP and SemGroup Finance Corp. issued
approximately $600,000,000 of unsecured notes that mature in
2015.

SemGroup spokesman Lance Ignon told News OK.com that the company
will assist any federal authority assigned to examine its
activities.  "If indeed an examiner is appointed, we would be
happy to cooperate fully with any subsequent probe," he said.

As previously reported, the Securities and Exchange Commission is
also conducting an investigation regarding the allegations that
Energy Partners did not properly disclose its parent's liquidity
troubles to investors in mid-July.  Several shareholders have
filed lawsuits against Energy Partners and its officers and
directors, most of which are also officers and directors of the
Debtors, alleging that the non-disclosure of the parent's
liquidity issues misled the investors into buying Energy
Partners' securities.

Energy Partners has also received Grand Jury subpoenas from the
U.S. Attorney's Office in Oklahoma City, Oklahoma, directing the
company to produce financial and other records.

According to Bloomberg News, SemGroup's downfall is the biggest
energy-trading collapse since hedge-fund manager Amaranth
Advisors LLC of Greenwich, Connecticut folded under
$6,600,000,000 of wrong-way natural-gas bets in 2006.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: Bankruptcy Cues Unit to Delay Quarterly Filing
-----------------------------------------------------------
SemGroup Energy Partners, L.P., U.S. told the the Securities and
Exchange Commission that it is unable to timely file its Form
10-Q for the period ended June 30, 2008, due to its ongoing
evaluation of the effect of SemGroup LP's bankruptcy filing to
the company's financial statements.

As a result of the parent's bankruptcy, events of default exist
in Energy Partners' credit agreements.  Alex Stallings, Energy
Partners' chief accounting officer, said the company is in
dialogs with its lenders regarding the events of default under
the Credit Agreement, but no assurance can be given as to the
outcome of these discussions.  The existing events of default
under the credit agreement, as well as the parent's bankruptcy,
raise substantial doubt about Energy Partner's ability to
continue as a going concern, Mr. Stallings said.

Energy Partners, according to the SEC filing, derived about 82%
of its revenues from the services it provided to its parent and
the parent's subsidiaries.  

Energy Partners, according to the SEC filing, expects increased
revenues and costs during the quarter ended June 30, 2008, as
compared to the quarter ended June 30, 2007, because of the
company's acquisition of properties, machinery, pipelines and
facilities during the quarter.  According to Mr. Stallings,
Energy Partners is currently pursuing various strategic
alternatives for its business and assets including the
possibility of entering into storage contracts with third party
customers and the sale of all or a portion of its assets.  
However, he said, the uncertainty relating to the parent's
bankruptcy may make it more difficult to pursue merger
opportunities or enter into storage contracts with third party
customers.

"Finding new customers to replacing its parent will be more
difficult than investors once believed," Mark L. Reichman, an
analyst with Sanders Morris Harris Group, Inc., told Bloomberg
News in an interview relating to SemGroup.  "[Bankruptcy]
highlights the fact that [SemGroup and its affiliates] may be
encountering some difficulty growing their third-party customer
base, he added.

Energy Partners, according to the SEC filing, said it did not
make a distribution to its unitholders for the quarter ended
June 30, 2008, due to the existing events of default under its
credit agreement and the uncertainty of its future cash flows
relating to the parent's bankruptcy.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: More Parties Oppose $250,000,000 DIP Financing
-----------------------------------------------------------
The Official Committee of Unsecured Creditors; SemGroup LP's non-
debtor affiliate, SemGroup Energy Partners, L.P.; more than
20 suppliers of oil to the Debtors; and several taxing
authorities filed objections to the SemGroup entities' request to
obtain DIP financing and use of cash collateral.

Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware previously granted interim authority for the
Debtors to obtain $150,000,000 from the proposed $250,000,000 of
DIP Loans from Bank of America.
  
(1) Creditors' Committee

The Creditors' Committee complainsed that it has not been given
the opportunity to review the DIP Budget, and seeks assurance that
the additional $100,000,000 of DIP Loans is provided to benefit
all constituencies, not just the prepetition lenders.  

The Committee said it is uncertain what the additional
$100,000,000 of DIP Loans will be used for.  Susheel Kirpalani,
Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, in New
York, related that, during the Aug. 6, 2008, hearing on the DIP
Motion, the Debtors have indicated that the primary intended use
of the additional funds beyond a letter of credit facility of
$150,000,000 was to pay critical vendors.  However, Mr. Kirpalani
noted that the Debtors have only used approximately $8,000,000
for critical vendor payments.

The Committee also tells the Court that it needs to understand
whether the Debtors can comfortably comply with the Agreed Budget
within the confines of the variance negotiated, which was a point
left unclear at the August 6 Hearing.  Mr. Kirpalani said the
Court should not approve an Agreed Budget that will be violated
out of the gate, and should ensure it is reasonable and
appropriate.

Accordingly, the Committee reserves the right to raise concerns
with respect to upsizing of the DIP financing unless it is
convinced that the proposed final facility is being used to
maximize value and provides sufficient flexibility for the
Debtors and their estates.  The Committee's professionals,
Mr. Kirpalani said, should be consulted by those employed by the
Debtors and the agent for the DIP Lenders as they formulate and
refine the final budget, to ensure that the DIP financing will be
used to maximize value for all stakeholders, and will not
foreclose any restructuring alternatives.

(2) SemGroup Energy

SemGroup Energy complained that certain provisions in the Interim
DIP Order and the DIP Agreement conflict with the concept that
prepetition liens are not being primed.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas, on
behalf of SemGroup, pointed out that:

   (a) the DIP Agreement provides that 100% of all proceeds from
       any sale must be applied to the outstanding balance of the
       DIP Loan;

   (b) the Interim DIP Order provides that, once the DIP Loan is
       repaid, all proceeds from any sale must be paid to the
       Prepetition Lenders; and

   (c) the Interim DIP Order provides that all payments made to
       either the DIP Lenders or the Prepetition Lenders will be
       "free and clear of any claim, charge, assessment or other
       liability . . ."

Mr. Kinzie said these provisions conflict with the DIP Lenders'
position that prepetition liens are not being primed by either
the Cash Collateral Motion or the DIP Financing Motion.  Repeated
assurance that prepetition liens are not being primed offers
little comfort to prepetition lien holders if the DIP Lenders'
true intent is to take 100% of all sale proceeds, without first
accounting for valid prepetition liens, Mr. Kinzie argued.

Instead of applying 100% of sale proceeds to the DIP Lenders on a
free and clear basis, Energy Partners suggests that the DIP
Lenders should be required to escrow those proceeds pending a
determination by the Court of relative lien priorities.

Alternatively, Energy Partners asserted that the DIP Lenders
should be required to first pay all known prepetition lien
holders before applying the balance of the proceeds to the DIP
Lenders' accounts and also provide a carve out in the "free and
clear" language to account for unknown prepetition lien holders.

(3) Suppliers

More than 20 independent oil producers who supplied, or currently
supplies, oil to the Debtors object to the adequate protection
provision for suppliers included in the Interim DIP Order.  The
suppliers complain that the adequate protection included in the
Interim DIP Order does not provide the protection required by
Sections 361 and 364(d)(1)(B) of the Bankruptcy Code.

The Objecting Suppliers are:

   * Clipper Energy, LLC
   * ConocoPhillips Company
   * Titan Energy, Inc.
   * Quinque Operating Company
   * Huntington Energy, L.L.C.
   * Commonwealth Edison Company
   * Wadi Exploration and Production, LLC
   * Alon USA, LP
   * Benson Mineral Group, Inc.
   * Prima Exploration, Inc.
   * Rosewood Resources, Inc.
   * New Dominion
   * TGT Petroleum Corporation
   * Mercuria Energy Canada, Inc.
   * JMA Energy Company, L.L.C. and LCS Production Co.
   * Copano Energy, L.L.C., DBGG, L.L.C., and River View
     Pipelines, L.L.C.
   * Samson Resources Company, Samson Lone Star LLC, and Samson
     Contour Energy E&P LLC
   * South Burbank Petroleum Corporation and Abraxas Petroleum
     Corporation
   * Altex Energy Corp., Blue Dolphin Production, LLC, and Lobar
     Oil Co., Inc.
   * Star Production, Inc., Southlake Exploration, Inc., Spalding
     Energy, Inc., BL Oil Company, Inc., Bell Energy, Tracker
     Mineral LLC, Holley Operating LLC, Sojourner Enterprises,
     Inc., Valley Operating, and P,B&B Operating, Inc.
   * Murfin Drilling Company, Inc., Vess Oil Corporation, LD
     Drilling, Inc., Davis Petroleum, Inc., RAMA Operating Co.,
     Inc., Central Crude Corporation, Redwing Gas Systems, Inc.
   * Williams NGL Marketing, LLC; Williams Energy Canada, Inc.;
     Mid-Con Frac & Storage; Williams Field Services and Williams
     Production RMT Company
   * Veenker Resources, Inc., Statewide Crude, Inc., U.S. Oil &
     Gas Acquisition and Development L.P. I & II, MM Resources,
     Inc., Taylor Gas Liquids, Inc., and DCP NGL Services, L.P.
   * Triad Energy, Inc.; Q.T. Oil Ltd. Co.; Black Gold Oil Co.,
     Inc.; Producers Crude Marketing, Inc.; Wildhorse Operating
     Company; Conner Production Co., L.L.C.; Bill Weems Oil Co.,
     Inc.; J.M.G. Vacuum Trucks, Inc.; Tommy Taylor, Bonnie
     Taylor, Karlos Quillin, Bill Laird, Anita Laird, Dan Wallace
     Inc.; JKJ Oil & Gas, LLC; TLC Oil, Inc.; Venis Exploration
     Company; and Native American Marketing, LLC

The suppliers asserted that they hold prepetition liens on the
Debtors' Cash Collateral.  The suppliers also asserted that they
are entitled rights to reclaim the goods they delivered to the
Debtors 45 days before the Petition Date.

ConocoPhillips, in particular, said it believes that the Court
still needs to evaluate and consider what adequate protection
needs to be provided to prepetition lienholders in the event of a
sale of the Debtors' assets.  Conoco added that there are
budgetary issues that need to be addressed.  Conoco complained
that it has not taken hold of the DIP Budget for it to review and
evaluate the propriety of how the Debtors propose to utilize the
DIP Loans.

(4) Taxing Authorities

Potter County, Moore County Tax Office, Carson County Tax Office,
Carson County Appraisal District, Hutchinson County Tax Office,
Hutchinson County Appraisal District, Gray County Tax Office,
Ochiltree County Appraisal District, Canadian Independent School
District, and Hemphill County Tax Office; and Fort Bend County,
Gregg County, Harris County, Northeast Texas Community College
District, Red River County Appraisal District, Talco, Wood
County, Dallas County, Tarrant County, Archer County, Wise County
Appraisal District, Wise County, Camp County Appraisal District,
Hopkins County, Smith County, and Upshur County complained that
the DIP Financing proponents have failed to demonstrate that their
liens are adequately protected.

The Taxing Authorities asserted that they have liens on the
Debtors' property to the extent the Debtors have not paid the
taxes on their properties.  The Taxing Authorities have also
filed secured claims for unpaid ad valorem property taxes.  

The Taxing Authorities suggested that a segregated account must be
established from the sale of any of their collateral to comply
with the requirements of Section 363(c)(4).

(5) RZB Finance

RZB Finance LLC, one of the lenders who extended to the Debtors
certain prepetition loans, maintained that the Debtors have not
demonstrated, and cannot demonstrate, adequate protection of its
interest in the Collateral.  RZB, thus, reserves its rights with
respect to the DIP Motion.

Judge Shannon convened a status conference with respect to
scheduling on Aug. 18, 2008.  The hearing to consider final
approval of the request is adjourned to Sept. 10, 2008, SemGroup
L.P.'s spokesperson, Lance Ignon, told The Journal Record.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John  
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.  
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.  
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges  
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil  
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the  
Debtors' claims agent.  The Debtors' financial advisors are The  
Blackstone Group L.P. and A.P. Services LLC.  Margot B.  
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer  
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &  
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SPECIALIZED TRAINING: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Specialized Training Facilities, LLC
        1625 Hardeman Lane
        Cleveland, TN 37312

Bankruptcy Case No.: 08-14150

Chapter 11 Petition Date: August 18, 2008

Court: Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: Harry R. Cash, Esq.
                   (hcash@gkhpc.com)
                  Grant, Konvalinka and Harrison
                  Republic Centre, Suite 900
                  633 Chestnut Street
                  Chattanooga, TN 37450  
                  Tel: (423) 756-8400
                  Fax: (423) 756-0643

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

The Debtor does not have any creditors who are not insiders.

                       
STRONGCO INCOME: Gets Waiver for Covenant Violation, Amends Deal
----------------------------------------------------------------
Strongco Income Fund received on Aug. 11, 2008, a waiver of its
requirement to comply with the debt to tangible net worth covenant
as at June 30, 2008, subject to providing additional information
no later than Aug. 30, 2008, in a form acceptable to the lender,
and also entered into an amended credit facility agreement.

As at June 30, 2008, the Fund did not meet its debt to tangible
net worth covenant relating to its operating line of credit.  As
at June 30, 2008, the Fund had a debt to tangible net worth ratio
of 3.33:1.

Under the conditions of the amended credit facility, the Fund's
lender has raised the Fund's borrowing rates by 0.25%, cancelled
the Fund's $12 million term facility for real estate acquisition
and construction, and restricted its operating line of credit to
$20 million until such time as the Fund returns to full compliance
with the covenants contained in the amended credit facility.  Also
under the amended credit facility, the debt to tangible net worth
covenant was amended from 3.0:1 to 3.25:1, reducing to 3.0:1 for
Sept. 30, 2008, and the lender's prior written consent is required
for the Fund to declare or pay distributions on any class or kind
of its units, repurchase or redeem any of its units or reduce its
capital in any way whatsoever or repay any unitholders' advance.

The Fund also disclosed that as at March 31, 2008, the Fund did
not meet its consolidated debt service coverage and debt to
tangible net worth covenants relating to the operating line of
credit.  On April 29, 2008, the Fund has received a waiver of its
requirement to comply, as at March 31, 2008, with the consolidated
debt service coverage ratio covenant under its operating line of
credit.  As at March 31, 2008, the Fund's consolidated debt
service coverage ratio was 0.73:1, while the operating line of
credit required a ratio of no less than 0.90:1.

In connection with the foregoing, the Fund was required to and has
provided additional information to its lender.  In addition, the
Fund obtained an amendment modifying its debt to tangible net
worth ratio under its operating line of credit.  The debt to
tangible net worth covenant was amended from 3.0:1 to 3.25:1,
reducing to 3.0:1 on July 1, 2008.  As at March 31, 2008, the Fund
had a debt to tangible net worth ratio of 3.16:1.

As a result of non-compliance with the operating facility covenant
requirements, through cross-default provisions, the Fund defaulted
on certain equipment notes payable from two creditors in the
amount of $106,285 and $109,648 as at June 30, 2008, and March 31,
2008.  

On Aug. 11, 2008, the Fund also received letters from each of the
two creditors acknowledging the bank letters in respect of the
first and second quarters, and as a result the two creditors
waived the first and second quarter defaults.

The Fund reported a net income of $2.9 million, compared to
$2.5 million net income in 2007.  However, the 2007 figure was
affected by a one-time future tax expense adjustment of
$1.8 million due to changes in federal tax rules governing income
trusts.  

The Fund generated distributable cash of $2.4 million, compared to
$4.8 million in the 2007 period.  Unitholders received cash
distributions totalling $1.5 million during the second quarter.

The Fund disclosed that it has suspended the monthly
distributions, beginning with the month ended Aug. 31, 2008.

                  About Strongco Income Fund

Based in Ontario, Canada, Strongco Income Fund (TSE:SQP.UN) --
http://www.strongco.com/-- is a trust established to hold multi-
line industrial equipment distribution providers in Canada.  Over
700 employees provide retail service at 30 branches located from
Nova Scotia to Alberta.  Strongco sells, rents and services mobile
industrial equipment to sectors that include construction, road
building, mining, forestry, utilities and municipalities.  
Strongco represents several equipment manufacturers including
Volvo, Case, Manitowoc, Cedarapids and more.


SUNWEST MANAGEMENT: Files Chapter 11 Petition After Loan Default
----------------------------------------------------------------
Sunwest Management Inc. placed eight of its properties under
chapter 11 bankruptcy protection on Aug. 17, 2008, William
Rochelle writes for Bloomberg News.  The petition was filed with
the U.S. Bankruptcy Court, Middle District of Tennessee
(Nashville), case number 08-07261.

Mr. Rochelle says that Sunwest defaulted on a loan from General
Electric Co.

Based on court documents, the Debtor listed assets of less than
$10 million and liabilities of more than $10 million, Mr. Rochelle
reports.

Salem, Oregon-based Sunwest Management Inc. --
http://www.sunwestmanagement.com/-- manages 275 assisted-living  
facilities in 36 states.  Sunwest Management was founded in 1991
with a portfolio of three properties: two retirement communities
and one skilled nursing community.  It has a network of regional
managers that handles various services from accounting to
operations.


STEVE & BARRY'S: WSJ Says Bay Harbour Leads Bidding
---------------------------------------------------
According to The Wall Street Journal, Bay Harbour Management, LC
is the leading candidate at the auction for the sale of
substantially all the assets of Steve & Barry's, LLC, and its
debtor-affiliates.   WSJ said people involved in the case noted
that Bay Harbour plans to keep open about 125 to 200 stores.

The auction commenced Monday and continued into the night, reports
Keiko Morris of newsday.com.

Mr. Morris said it was not known whether other bids were
submitted and what issues were still being resolved as the
auction stretched into the evening.

There's no word that Bay Harbour was the winning bidder, Mr.
Morris added.

As of the Petition Date, the Debtors had 276 stores.

According to people familiar with the matter, the auction was
expected to wrap up Tuesday, reports WSJ.

                         Brilliant Move

Steven B. Greenberg, president of the Greenberg Group, retail
real estate advisers in Hewlett, said Bay Harbour's purchase of
Steve & Barry's may be a "very brilliant" move if it manages the
company well and capitalizes on its reputation as a value
retailer, reports newsday.com.

"If they can step back, retrench, downsize and consolidate, they
may, in two years, have a very successful company," Mr. Greenberg  
said, according to the report.

Mr. Greenberg believes that the chain should shed 30 to 50%
percent of its locations, keeping the stores that receive higher
foot traffic, and raise its profits by finding suppliers who can
provide a lower-cost product and still meet the company's
standards.

                     More Objections Filed

More parties have filed or supplemented their objections to the
Debtors' request to sell all or substantially all of their
assets:

    -- The Official Committee of Unsecured Creditors,
    -- Glimcher Properties Limited Partnership,
    -- Westfield, LLC, and certain affiliates,
    -- General Electric Capital Corporation,
    -- Lakeland Bank, Equipment Leasing Division,
    -- The City of New York and its agencies,
    -- Constellation NewEnergy, Inc.,
    -- Bergman Brothers Contractors, Inc.; B&B Constructors, Inc.
       d/b/a The Bergman Companies; B&B Contractors, Inc. d/b/a
       The Bergman Companies,
    -- Coyote Temple Mall LP,
    -- General Growth Management, Inc.; Developers Diversified
       Realty Corporation; Aronov Realty Management; Federal
       Realty Investment Trust; The Hutensky Group; FPA Hillcrest
       Associates; and Seldin Company,
    -- Pathfinder Logistics International d/b/a Olympic Freight,
    -- The Collegiate Licensing Company,
    -- Colonial Plaza CRP LLC,
    -- FOM Pigeon Forge, LLC,
    -- Woolbright Daytona Promenade LLC,
    -- Lamar Manager, Inc.,
    -- Rose Valley Lake, LLC,
    -- United Garment Manufacturers Company,
    -- The Macerich Company, Gem Realty Capital, Inc., Vintage
       Capital Group,
    -- CBL & Associates Management, Inc.,
    -- Coyote Temple Mall LP,
    -- Steamtown Mall Partners, L.P.; Carousel Center Company,
       L.P; Pyramid Mall of Glens Falls NewCo, L.L.C.; EklecCo
       NewCo, LLC; Riverside Enterprises, L.L.C.; Salmon Run
       Shopping Center, L.L.C.; Pyramid Mall of Ithaca, L.L.C.;
       Pyramid Walden Company, L.P.; Lanesborough Enterprises
       NewCo, LLC; Pyramid Mall of Hadley NewCo, L.L.C.;
       Independence Center, LLC; Brazos Outlets Center, LLC; West
       Manchester Mall LLC; and Almeda Mall, L.P., and
    -- Cabot Investment Properties, LLC, DBR & Associates, LLC,
       Feldman Mall Properties, Inc., Gregory Greenfield &
       Associates, Ltd., Jones Lang LaSalle, Inc., Radiant
       Partners, LLC, The Woodmont Company, and Triple Five
       Nevada Development Corporation

The Objecting Parties argue, among other things, that:

   (a) the Debtors should strictly comply with Section 365(d)(3)
       of the Bankruptcy Code and pay postpetition rent, if they
       would like to continue their occupancy at leased premises.

   (b) the proposed Store Closing or Going-Out-of-Business Sale
       violate the terms and conditions of certain leases.  In
       view of Section 363(e) of the Bankruptcy Code, at a
       minimum, the GOB Sales should be subject to slightly more
       restrictive guidelines, in addition to the restrictions of
       the sale guidelines.

   (c) the Debtors should be compelled to reject the leases and
       return possession of the leased premises to the landlords
       upon conclusion of the Store Closing Sales.  If the
       Debtors desire to market the leases, they should be
       required to market these during the term of the Store
       Closing Sales so the landlords are not burdened with "dark
       stores."

   (d) among other things, the Debtors' August 8, 2008 notices of
       assumption of unexpired leases contain insufficient
       information on the proposed buyer's affiliate, Bay Harbour
       Management L.C., and do not constitute adequate protection
       of future performance.

   (e) the Objecting Parties are entitled to attorneys' fees in
       connection with the Debtors' obligation to cure all
       monetary defaults under the leases.  The Objecting Parties
       reserve the right to supplement the amounts of attorneys'
       fees due at the time the cure amounts are resolved.

The Creditors Committee objects to the use of the sale proceeds
to pay $5,000,000 to the Debtors' co-founders and co-chief
executive officers, Steven Shore and Barry Prevor, on account of
their purchase of a junior participation interest in a GE
Revolver Agreement dated June 20, 2008.

The Committee is investigating the $5,000,000 loan the retailer's
founders provided the company weeks before it filed for
bankruptcy, saying the transaction raises "serious questions,"
reports The Wall Street Journal.

According to the Committee, the loan requires "careful
examination" and is asking the Court to set aside the $5,000,000
while it wraps up its investigation by Nov. 18.  Otherwise it may
not be able to recover the money "should the committee prevail on
any cause of action against the insiders."

The Committee said "serious questions" exist about whether the
"purported loan" should be characterized as an equity investment
and not as debt.  Such a change would make Shore and Prevor among
the last to be paid in the case, the Committee noted.

Several parties filed joinders to the objections filed.

                   Shore and Prevor Respond

In response to the Creditors Committee's objection, counsel for
Messrs. Shore and Prevor, Alan Kolod, Esq., at Moses & Singer
LLP, in New York, points out that the Committee has not commenced
any proceeding against Messrs. Shore and Prevor and has not
served them with process.  The Creditors Committee cannot obtain
a pre-judgment attachment of $5,000,000 of the repayment that
will be made to GECC upon sale of its collateral, by filing an
objection to the Debtors' Sale Motion, he asserts.

The Creditors Committee's request not only fails to set forth any
legal basis for the relief demanded, but it also fails to set
forth any factual basis for a pre-judgment garnishment, Mr. Kolod
argues.  He adds that the Creditors Committee does not contend
that the estates have any defenses or claims with respect to the
GE Loan that would justify refusal to repay it in full.

The Creditors Committee's objection must be overruled and, to the
extent it seeks affirmative relief, that relief must be denied as
being unfounded in law or fact, Mr. Kolod asserts.

                   Debtors Address Objections

The Debtors' counsel, Shai Y. Waisman, Esq., at Weil, Gotshal &
Manges LLP, in New York, notes that many of the objections raised
are to the assumption and assignment of the Debtors' unexpired
leases and executory contracts.  He relates that the Debtors
intend to work with the Objecting Parties to reach consensual
resolutions with respect to these objections, including
objections to proposed cure amounts.

With respect to the other objections:

   (a) the Debtors submit that the Court has the inherent
       authority to approve the conduct of Store Closing Sales,
       notwithstanding the applicability of "Liquidation Sale
       Laws."

   (b) to the extent landlords wish to compel payment of other
       postpetition obligations, they must do so by filing a
       motion on notice to compel the Debtors to make payment.

   (c) the Debtors have provided information to contract
       counter-parties with respect to adequate assurance of
       future performance.  The Debtors will provide additional
       information as and when available.

   (d) the Debtors submit that granting the Agent a security
       interest in the collateral defined in the Agency Agreement
       is necessary because otherwise the Debtors would not be
       able to obtain credit.

   (e) the Debtors submit that the Sale Guidelines adequately
       protect the landlords.  However, the Debtors will endeavor
       to work with landlords to include appropriate additions to
       the Sale Guidelines that do not, in the Debtors' judgment,
       adversely affect their ability to maximize the value of
       their estates and assets in any liquidation or Store
       Closing Sale.

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed  
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

When the Debtors filed for bankruptcy, it listed $693,492,000 in
total assets and $638,086,000 in total debts.

(Steve & Barry's Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


SYNTAX-BRILLIAN: Insists that Sale of Assets is Best Alternative
----------------------------------------------------------------
Syntax-Brillian Corporation and its debtor-affiliates submitted to
the U.S. Bankruptcy Court for the District of Delaware their
response to various parties' objections to a motion to: (a) sell
some of the Debtors' assets free and clear of liens, and (b)
assume, assign or sell some executory contracts and unexpired
leases.

The Court is set to hear the matter today, Aug. 20, 2008, at 11:30
a.m.

The Troubled Company Reporter said on July 9, 2008, that the
Debtors entered into an asset purchase agreement to sell certain
of their assets to Olevia International Group, LLC, which is under
common ownership with TCV Group.  Under the terms of the
agreement, Olevia International will assume $60 million of the
Debtors' secured debt obligations to Silver Point Finance LLC in
exchange for the purchased assets.  Silver Point committed to
provide up to $23 million in debtor-in-possession financing to the
Debtors under a certain DIP credit and guaranty agreement.  The
Debtors were allowed to access at least $7.5 million in financing,
on an interim basis.

A full-text copy of the asset purchase agreement is available for
free at http://ResearchArchives.com/t/s?2f40

                Debtors' Response to Sale Objections

The Debtors related that the proposed sale is the only option
available for them to avoid a quick liquidation.  The Debtors
maintained that the proposed sale can maximize the value of their
assets and allow them to maintain a going-concern business.  If
the sale is not approved or substantially delayed, the Debtors
said that the value of their assets will erode quickly and a
liquidation will be inevitable.

Lenders have provided the financing necessary for the Debtors'
operations pending the sale closing.  The Committee has only
provided certain limited objections to the sale, the Debtors
noted.  All these parties seem to recognize that the proposed sale
is the only alternative, the Debtors asserted.

A. Tanner DeWitt Sale Objection

The Debtors said that an objection filed by Tanner DeWitt to the
proposed bidding procedures is without merit.  Tanner DeWitt said
that the proposed sale offend all basic principles of insolvency
law.  Tanner DeWitt added that the terms of Tanner DeWitt's
engagement with Syntax-Brillian are governed by Hong Kong law and
therefore the U.S. Bankruptcy Court is not entitled to alter
Tanner DeWitt's rights, whether against Syntax-Brillian or against
Olevia.

According to the Debtors, Tanner DeWitt, a Hong Kong law firm,
presented no factual or legal information to enable the Debtors or
the Court to evaluate the substance of its claims.  Tanner DeWitt
failed to provide any legal basis supporting its statement that
the Court does not have jurisdiction to alter its rights, the
Debtors said.  The Debtors said that this statement may be
incorrect but, in any case, it is irrelevant.  If Tanner DeWitt
were correct that its rights cannot be affected under Hong Kong
law, this would not affect the sale.

B. Shareholder Sale Objections

Amr Mahmoud requested that the Debtors' financials be carefully
scrutinized by the Court before any sale is allowed to go through.  
Amr, a purported shareholder of Syntax-Brillian, further requested
that the proposed sale be blocked and a criminal investigation
opened into the Debtors' operations.

Various shareholders also want the sale blocked.

W. David Klemperer, a purported shareholder of Syntax-Brillian,
urged the Court to grant existing shareholders equity in the
reorganized debtor.

The Debtors asserted that while the shareholder sale objections,
with the exception of the Klemperer letter, generally request that
the sale be blocked, no legal or factual basis is given for doing
so.  The objections merely presented speculation and
unsubstantiated allegations with regard to the existence of
certain claims.  To the extent that these claims exist, they are
not being released as part of the sale, the Debtors said.  
Shareholders simply won't benefit from stopping the sale, the
Debtors added.

C. Cerny Sale Objections

Charles M. Cerny requested that the Court hear shareholder
arguments regarding alternatives to the proposed sale.  The Court
permitted Mr. Cerny to address these issues at a hearing on
July 30, 2008.  Mr. Cerny made a variety of unsubstantiated
factual allegations and inquiries, the Debtors said.  Further, Mr.
Cerny proposed, as a contingency, that a second corporation be
formed to take back the assets sold to Olevia should that
transaction unravel.  The Debtors invited Mr. Cerny to provide
additional details to his proposal, but none came.

D. Lead Plaintiff Sale Objection

On Aug. 13, 2008, the city of St. Clair Shores Police and Fire
Retirement System, as lead plaintiff in a class action lawsuit,
filed a limited objection to the Debtors' proposed sale.  The lead
plaintiff said it does not object to the sale itself, but
requested that the sale order provide for a protocol or other
mechanism to preserve and protect the Debtors' books and records
that may be transferred as part of the sale.  The lead plaintiff
also requested a notice and opportunity to object to any efforts
to abandon or destroy the Debtors' books and records.

The Debtors said that much of the relief sought by the lead
plaintiff is already included in the purchase agreement.  The lead
plaintiff and the Debtors have reached a potential compromise
acceptable to both of them.  The proposed purchaser has not yet
agreed to the compromise.

E. Funai Sale Objection

On Aug. 13, 2008, Funai Electric Co., Ltd. and Funai Corporation,
Inc. filed limited objection to the the proposed sale.  Funai said
it does not object to the sale itself, but asked that its right to
enforce any order issued by the International Trade Commission be
clarified with regard to a prepetition investigation conducted.  
Funai also asked that language be inserted into the sale order
stating that any order by the ITC be enforceable against Syntax-
Brilian, the purchaser, and their successors and assigns.  Any
rights of Funai and the ITC should not constitute interests from
which the purchased assets can be sold free and clear of liens.  
The purchaser be held as successor to the Debtors for the purpose
of the investigation and any orders entered by the ITC.

The Debtors said that the issues raised by Funai were not
legitimate objections to the sale.  Further, the language proposed
by Funai is unnecessary and the Court does not need to decide the
issued Funai raised in order to approve the sale.

F.  Committee Sale Objection

On Aug. 15, 2008, the Official Committee of Unsecured Creditors
filed limited objection to the sale.  The Committee said it does
not object to the sale, however, it does object to the sale
structure.

The Debtors said that the proposed application of proceeds is
appropriate because the sale involved prepetition collateral and
the lenders should be able to elect to have the proceeds applied
to their prepetition claims.

The Debtors said there was never any intent to circumvent the
Committee's investigation rights, which are clearly reserved in
the final DIP order, with respect to the prepetition lenders.  The
Debtors and the prepetition lenders have agreed to add language to
the sale order that the Debtors believe will resolve the
Committee's concern.

The Committee's concerns regarding the lenders' receipt of
proceeds is overboard, the Debtors asserted.  The purchaser are
paying value for the assets of a business enterprise, and in
connection with that purchase, insisted on a clean break with the
Debtors.

The Committee appears to be concerned about certain receivables,
intercompany claims and accounts receivable owing from Taiwan
Kolin Company, Ltd.  The Debtors said that the inclusion of the
certain receivables as part of the sale was specifically
negotiated for by the purchaser.  The Debtors subscribe little
value to those receivables.  The Debtors do not believe that
intercompany claims are included as purchased assets and those
claims are of limited value.  The Debtors are discussing with the
purchaser some clarifying language regarding the purchase
agreement.  However, the Debtors do not believe a change is
necessary for the amounts owing from Kolin to be excluded assets.

As reported in the Troubled Company Reporter on July 30, 2008,
Roberta A. DeAngelis, the U.S. Trustee for Region 3, and the
Committee objected to a request to approve the proposed bidding
procedures.

G. Circuit City Sale Objection

On Aug. 18, 2008, Circuit City Stores, Inc. filed amended
objection to the Debtors' motion to sell assets.  Circuit City
objected to the sale to the extent that it sought to convey
certain alleged receivables owed to the Debtors by Circuit City
free and clear of liens under a prepetition contract between the
two companies.  In addition, Circuit City alleged that the Debtors
have somehow anticipatorily breached that contract.

The Debtors and Circuit City have reached resolution on language
to be added to the sale order that resolves the objection.

                    Response to Cure Objections

On Aug. 15, 2008, Oracle USA, Inc. filed an objection to the cure
amounts in connection with the assumption of unexpired leases and
executory contracts.  The purchaser and Oracle are currently
attempting to resolve the issued raised in the objection.

On August 15, Majestic Realty Co. and Fairway SUB C, LLC filed an
objection to cure amounts in the bankruptcy case.  
Majestic/Fairway filed the objection as a precaution pending
further evaluation of the cure amount proposed by the Debtors.  
The parties are currently attempting to resolve the issued raised
in the objection.

On August 15, Thomson Licensing LLC objected to the cure amounts.  
The purchaser determined that it does not desire to take
assignment of the related contract with Thomson.  Accordingly, the
Debtor is no longer proposing to assume and assign this contract
at this time.  No further response to Thomson is requred.

In a letter dated August 13, SRS Labs, Inc. raised various
objections to the assumption and assignment of its contract with
one or more of the Debtors.  The purchaser determined that it does
not desire to take assignment of the related contract with SRS.  
Further response to the objection is no longer required.

                       About Syntax-Brillian

Headquartered in Tempe, Arizona, Syntax-Brillian Corporation
(Nasdaq:BRLC) -- www.syntaxbrillian.com -- manufactures and
markets LCD HDTVs, digital cameras, and consumer electronics
products include Olevia(TM) brand high-definition widescreen LCD
televisions and Vivitar brand digital still and video cameras.
Syntax-Brillian is the sole shareholder of California-based
Vivitar Corporation.

The company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Delaware Lead Case No.08-11409 through
08-11409.  Dennis A. Meloro, Esq., and Victoria Watson Counihan,
Esq., at Greenberg Traurig LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 has yet to
appoint creditors to serve on an Official Committee of Unsecured
Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of $175,714,000 and total debts of
$259,389,000.


TAHOE RENO: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tahoe Reno Commercial Center, LLC
        501 Hammill Lane
        Reno, NV 89511

Bankruptcy Case No.: 08-51437

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: August 18, 2008

Court: District of Nevada (Reno)

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: 775) 786-4579
                  Email: mail@asmithlaw.com

Total Assets: $49,975,752

Total Debts:  $18,877,627

Debtor's list of its Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Washoe County Treasurer          Real Property          $49,625
P.O. Box 30039                   Taxes
Reno, NV 89520-3039

Robertson & Benevento            Goods/Legal            $15,000
50 West Liberty Street           Services
Suite, 600
Reno, NV 89501

CH2MHILL                         Engineering Services   $13,002
322 East Front Street
Suite 200
Boise, ID 83702


TILE & STONES: Files for Chapter 11 Protection in Florida
---------------------------------------------------------
Tile & Stones Inc. and two of its subsidiaries, Tile and Stones
Showroom and Tile and Stones of Stuart, filed for Chapter 11
protection with the U.S. Bankruptcy Court for the Southern
District of Florida (Miami), case number 08-2164, the Bloomberg
News reports.

Bloomberg relates that the Debtors' filing for protection from its
creditors was caused by a decline in its revenue.

Bloomberg, citing Thomas Santoro, a principal of GlassRatner
Advisory & Capital Group LLC, said in court documents that the
Debtors suffered a slump in sales in the second half of calendar
year 2007, due to the housing and development slowdown.

The bankruptcy was filed by Robert Charbonneau, Esq. of Ehrenstein
Charbonneau Calderin in Miami, Bloomberg adds.

Headquartered in Miami, Florida, Tiles & Stones Inc. --
http://www.tilesandstones.com/-- retails, wholesells, and imports  
marble.  It first opened its business in 1995.  It distributes
natural stones and marble in the United States, and carries a
variety of products such as travertine, limestone, slate, marble,
granite, onyx and semiprecious stones.  Tile & Stones generated
$71 million in sales in 2006.  The Debtor listed assets of less
than $50 million and debts of less than $50 million.


TILES & STONES: Case Summary & 41 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tiles & Stones, Inc.
        1777 N.W. 72 Ave.
        Miami, FL 33126

Bankruptcy Case No.: 08-21644

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Tiles & Stones Showroom, Inc.                      08-21646
Tiles & Stones of Stuart, Inc.                     08-21647

Type of Business: The Debtors sell tiles and stones.
                  See: http://www.tilesandstones.com

Chapter 11 Petition Date: August 16, 2008

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Daniel L Gold, Esq.
                   (dgold@ecccounsel.com)
                  Jacqueline Calderin, Esq.
                   (jc@ecccounsel.com)
                  Robert P Charbonneau, Esq.
                   (rpc@ecccounsel.com)
                  800 Brickell Ave., # 902
                  Miami, FL 33131
                  Tel: (305) 722-2002
                  http://ecccounsel.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

A. Tiles & Stones' 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Marmoles Novelda SA                                  $1,569,917
Campet, 124
03660 Novelda
Novelda Spain

EPC                                                  $943,895
3356 N.W. 78th Avenue
Miami, FL 33122

Tiles & Stone of Puerto Rico Inc.                    $739,265
Edificio #2, Victoria Indust. Park
Carr. 887 Esq. Carretera #3
Carolina, PR 00987

Metamar Mermer Granit AS                             $603,411

Travertino Trading Co.                               $417,244

EPC America                                          $382,325

Marmi La Precisa SAS                                 $355,084

Byzantine Industries LLC                             $336,894

Decoexsa Mediterrano SA                              $311,396

Elle-Gi Ceramiche SRL                                $307,842

Armes. Madencilik Ve Ticaret Ltd.                    $307,591

Cristal Ceramicas SA                                 $282,338

Azuvi SA                                             $275,447

Sonmez Marble & Travertine                           $254,615

Marble & Granite Plus Inc.                           $247,443

Premier Airport Center LLP                           $212,632

Refin Ceramiche                                      $212,347

Starlite SPA                                         $195,992

Jamil Tiles & Stones                                 $187,433

B. Tiles & Stones Showroom's 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Tiles & Stone Inc.                                   $1,437,617
1777 N.W. 72 Ave.
Miami, FL 33126

Marmoles Novelda SA                                  $545,289
Campet, 124
03660 Novelda
Alicante SPAIN 03660

Byzantine Industries LLC                             $344,065
1333 West Loop South
Houston, TX 77027

Marmoles Carmu SL                                    $116,788

CAMPG                                                $151,280

CRIM                                                 $114,130

Manchamar S/L                                        $50,604

Metamar Mermer Granite                               $48,642

Victoria Stone Ind. E Com. SA                        $40,569

Levantina Natural Stone SA                           $32,611

Decoexsa Mediterrano SA                              $31,240

EPC America                                          $30,504

Stoneexport SL                                       $25,645

MS International Inc.                                $24,350

Milanezi                                             $22,898

Novelda Marble Granito SL                            $22,589

Jacigua Marmores E. Granitos LTDA                    $20,977

Bergamo Stone SRL                                    $20,926

Armes. Madencilik Ve Ticaret Ltd.                    $20,178

Elle-Gi Ceramiche SRL                                $19,303



A. Tiles & Stones' of Stuart's Largest Unsecured Creditor:

   Entity                                            Claim Amount
   ------                                            ------------
Carolina Air LLC                                     $35,057
Clark Holding Company
850 NW Federal Hwy., Sutie 206
Stuart, FL 34994


THOMAS INDUSTRIES: To Hold Auction of Assets on September 26
------------------------------------------------------------
Thomas Industries LLC obtained permission from the U.S. Bankruptcy
Court, Northern District of Georgia (Rome) to publicly sell its
assets on Sept. 26, 2008, William Rochelle of Bloomberg News
reports.  Milliken & Co. had offered to acquire the Debtor's
assets for $24 million, Mr. Rochelle notes.  Milliken and the
Debtor negotiated the sale prior to the bankruptcy filing.

The Court will conduct a sale hearing on Sept. 29, 2008, Mr.
Rochelle adds.

According to court documents, the Debtor owes secured creditor
Bank of America NA at least $27.8 million, Mr. Rochelle relates.

The Debtor partly blamed its financial demise on Propex Inc.'s
chapter 11 bankruptcy filing in January, Mr. Rochelle notes.  
Propex is one of the Debtor's largest clients.

                        About TI Acquisition

Dalton, Georgia-based TI Acquisition, LLC, does business as Thomas
Industries, Monticello Floors, Mattel, Superior Yarn Technology,
Mattel Carpet & Rug, Thomas Industries, and Templeton Carpet
Mills.  It manufactures carpets and textiles.  It filed its
chapter 11 petition on July 27, 2008 (Bankr. N.D. Ga. Case No. 08-
42370).  Richard T. Klingler, Esq., at Kennedy, Koontz & Farinash,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it listed assets of $10 million to
$50 million and debts of $50 million to $100 million.  The Debtor
listed $3,213,604 in unsecured debt owed to Honeywell Nylon, LLC
and $1,326,415 owed to Southern Polymer, Inc.


TRIBUNE CO: Negative Earnings Broaden Possibility of Default
------------------------------------------------------------
MediaDailyNews related that although Tribune Company has met all
of its debt obligations to date, the possibility of default in
2009 becomes larger with each new negative earnings.

As reported in the Troubled Company Reporter on Aug. 18, 2008,
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.

Tribune's operating cash flow declined 2% to $221 million,
succeeding a 16% decrease in first-quarter operating cash flow, to
$200 million, MediaDailyNews stated.  These figures are important
because, per the terms of its debt agreements, Tribune must
maintain a ratio of debt to operating cash flow of no more than
9-to-1, based on the present and three previous quarters,
MediaDailyNews explained.  If the ratio climbs above 9-to-1, the
company could be declared to be in default by lenders,
MediaDailyNews pointed out.  Altogether, the company's operating
cash flow in the first half of the year was $417.6 million, down
6% from $445.6 million in the first half of 2007.

MediaDailyNews indicated that since the company's debt agreements
are relatively new and there are only two quarters of data to
consider, the trend is not promising.  If the trend holds up with
a 6% decline in the second half, operating cash flow for the full
year will be around $932 million, MediaDailyNews pointed out.

Tribune, according to MediaDailyNews, paid down $807 million on
the principal $8.2 billion debt in the second quarter, bringing it
to $7.4 billion.  Thus, the ratio of cash flow to debt stands at
about 8-to-1, within the bounds of the covenant, MediaDailyNews
said.

MediaDailyNews noted that Tribune, to make the payment this
quarter, had to borrow a $218 million -- plus a $7 million fee --
under a financial arrangement called a trade receivables debt
securitization facility, which has an upper limit of $300 million.  
That leaves $75 million for future emergency borrowing,
MediaDailyNews added.

MediaDailyNews stated that trends in the newspaper business are
all pointed sharply downward, and some analysts expect losses to
accelerate during the second half of the year.  That means
Tribune's cash flow could shrink much faster than the 6% rate of
the first half, the report added.  If it shrank at a 20% rate --
loser to the rate in the first quarter and 2007 -- its cash flow
for the full year would be under $800 million, in violation of its
covenant by about $200 million, MediaDailyNews stated.

                       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.

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.


TRIBUNE CO: LA Times Unit Appoints Eddy Hartenstein as Publisher
----------------------------------------------------------------
Tribune Co.'s Los Angeles Times appointed Eddy Hartenstein, the
former head of DirecTV Group Inc., as publisher, The Wall Street
Journal reports.

According to the Journal, the position hasn't been known for job
security: Mr. Hartenstein is the fourth publisher since 2000.  His
predecessor, David Hiller, lasted less than two years before
stepping down last month under pressure from Tribune's new
management.

Mr. Hartenstein was chairman and chief executive of HD Partners
Acquisition Corp., a company that raised about $150 million to buy
assets in the media, telecom and entertainment sectors, WSJ says.

WSJ, citing James O'Shea, who was the Times' top editor until
January, said Mr. Hartenstein's biggest challenge will be to bring
in more revenue at a time when the staff and news pages are
shrinking, and pushing for financial improvement to fuel
investment in the paper rather than to service Tribune's debt.

The Times, WSJ states, is suffering from declining revenue, and
morale is low after waves of staff cuts.  The recent reduction,  
trimmed about 250 employees, including nearly one-fifth of the
newsroom, WSJ indicates.  Mr. Hartenstein must fill key positions,
including the head of advertising sales, a post vacant since
February, WSJ notes.

WSJ, citing Times insiders, say they are cautiously optimistic
about Mr. Hartenstein, who has shown an intimate knowledge of the
paper, built as a longtime reader and Los Angeles-area resident.
His fundamental task, WSJ says, will be to rethink the paper's
business model as the continued flight of readers and advertisers
to the Internet puts serious financial strain on the industry.

WSJ indicates that rehabilitating the Times is crucial to Tribune,
which owns eight major daily newspapers and a string of television
stations.  The company is weighed down by $12.5 billion in debt,
WSJ notes, largely related to real-estate mogul Sam Zell's deal in
December to take Tribune private.  The Times' relationship with
its corporate overseers has deteriorated further since Mr. Zell
took the helm at Tribune, WSJ adds.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating      
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

Tribune Company's consolidated balance sheet at March 30, 2008,
showed total assets of $12.97 billion, total liabilities of
$14.63 billion, and common shares held by ESOP, net of unearned
compensation, of $10.7 million, resulting in a shareholders'
deficit of roughly $1.67 billion.

                          *     *     *

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.  


TROPICANA ENT: Court OKs Capstone Advisory as Panel's Fin. Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tropicana
Entertainment LLC and its debtor-affiliates' Chapter 11 cases
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to retain Capstone Advisory Group LLC, as its
financial advisor.

As reported in the Troubled Company Reporter on July 7, 2008,
Capstone is expected to:

   (a) advise and assist the Committee in its analysis and
       monitoring of the Debtors' historical, current and
       projected financial affairs;

   (b) analyze the Debtors' "Operative Business Plan;"

   (c) develop a monthly monitoring report to enable the
       committee to effectively evaluate the Debtors' performance
       on an ongoing basis;

   (d) assist and advise the Committee and its counsel in
       reviewing and evaluating any court motions filed to to be
       field by the Debtors or any parties-in-interest; and

   (e) analyze any debtor-in-possession financing arrangements.

Capstone will be paid in accordance to its customary hourly rates
and will be reimbursed for reasonable and actual out-of-pocket
expenses.  The firm's hourly rates are:

     Executive Directors              $525 - $725
     Staff                            $250 - 4510
     Support Staff                    $100 - $160

According to  Bradley Takahashi, vice president of Franklin Mutual
Advisers LLC, the chair of Creditors Committee, these monthly caps
on compensation will apply to payments made to Capstone by the
Debtors for services to be rendered to the Creditors Committee:

   * maximum limitation of $275,000 for all months in which
     Capstone does not provide any forensic or valuation
     services;

   * maximum limitation of $400,000 for all months in which
     Capstone provides forensic or valuation services, and the
     combined hours of those services do not exceed 350 hours
     for the month; and

   * maximum limitation of $700,000 for all months in which
     Capstone provides forensic or valuation services, and the
     combined hours of those services exceed 350 hours for the
     month.

Capstone does not represent any interest adverse to the Debtors
and their estates with respect to the matters upon which the firm
will be employed.  Capstone is a disinterested party, as the term
is defined in Section 101(14) of the Bankruptcy Code, Mr. Ordway
attests.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of      
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Debtors' exclusive plan filing period expires on Sept. 2,
2008.

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

  
TROPICANA ENT: Nevada Gaming Permits New Board to Manage Biz
------------------------------------------------------------
The Nevada Gaming Control Board has allowed Tropicana
Entertainment LLC's new board to take control of the company as
it proceeds with its bankruptcy case, according to the Las Vegas
Sun.  The board, composed of chairman Thomas Benninger, Scott
Butera, Bradford Smith, and Michael Corrigan, is currently
seeking a license.

The Nevada Gaming Commission is set to issue a final ruling on
the extent of the board control on Tropicana on a scheduled
meeting come Aug. 21, 2008.  

If the Commission enters a final approval on the matter, that
ruling "would take the unprecedented step of giving an unlicensed
board financial control over a Nevada casino," Richard N. Velotta
of the Las Vegas Sun notes.

Nevada Board Chairman Dennis Neilander told the Las Vegas Sun
that the current status of Tropicana called for the "unusual
management arrangement."  He said the Nevada Board is not intent
on allowing "similar arrangements to other companies."

Mr. Neilander also told the San Francisco Chronicle that
Mr. Butera "has shown regulators that he has a full grasp on the
issues that are facing . . . [Tropicana] and what's needed to get
it 'on track.'"

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of      
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Debtors' exclusive plan filing period expires on Sept. 2,
2008.

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


UAL CORP: Names Kathryn Mikells as Senior Vice President and CFO
----------------------------------------------------------------
UAL Corporation appointed Kathryn Mikells as senior vice president
and chief financial officer, succeeding Jake Brace, executive vice
president and chief financial officer, who is retiring November 1.
In her new position, Ms. Mikells, who has held several leadership
roles in the finance organization, will be responsible for
treasury, tax, the controller function, budgets, financial
planning and analysis, accounting, external financial reporting,
and, for administrative purposes, internal audit.  She also will
be responsible for mergers and acquisitions, fleet planning,
corporate development and investor relations.

Mr. Brace has served since 2001 as CFO, well as in the role of
chief restructuring officer, leading the company's $23 billion
restructuring.  Since joining United in 1988, Mr. Brace has held
several leadership positions, including vice president --
Corporate Development, vice president -- Financial Analysis and
controller and senior vice president -- Finance.  Prior to joining
United, Mr. Brace also held leadership positions with American
Airlines.  He will continue to serve in an advisory role to the
chairman and the company's board of directors.

"[Mr. Brace] has brought significant capability to the role of
CFO, combining strong business acumen, a solid financial
background and critical thinking at a time when the company was
going through a complex restructuring," Glenn Tilton, United
chairman, president and CEO, said.  "We thank [Mr. Brace] for his
unwavering commitment to United, and for leading the work that
enabled this company to restructure and compete in a challenging
competitive environment.  We wish him well in the next phase of
his career. [Ms. Mikells] is a demonstrated leader who
successfully managed critical departments within the finance
organization.  She is well suited and well prepared to take on the
role of chief financial officer."

Ms. Mikells served as vice president of Investor Relations,
representing United to the business and financial analyst
community, and working closely with investors.  Prior to that,
Ms. Mikells held the role of vice president of Financial Planning
and Analysis, responsible for business development and analytical
support for business decisions and financial planning, including
overseeing the company's operating and capital budgeting
functions.  She was vice president and treasurer for United, where
she was responsible for United's treasury department, including
corporate finance, risk management, cash management, insurance and
corporate tax.

"I have worked with [Ms. Mikells] for more than 10 years, and this
is a role that she has prepared for, worked hard for, and that is
well deserved," Mr. Brace said.

Ms. Mikells joined United in 1994 as a financial analyst. She has
held several leadership positions, including vice president of
Corporate Real Estate, director of Corporate Planning, managing
director of United NetVentures, chief financial officer of Mileage
Plus, director of Financial Analysis, and manager of Operating
Budgets and Treasury.

Prior to joining United, Ms. Mikells spent six years in the
financial services sector, including positions at GE Capital's
Corporate Finance Group, Household International and Canadian
Imperial Bank.  She holds a master's of business administration
from the University of Chicago and a bachelor's of science degree
in finance from the University of Illinois at Urbana-Champaign. In
her new role, Mikells will report to Tilton and will continue to
be based at the company's corporate headquarters in Chicago.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

                         *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.  


UNO RESTAURANT: Cut to 'D'; S&P Doesn't Expect Interest Payment
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on Boston-based Uno Restaurant
Holdings Corp. to 'D' from 'CC'.

"The downgrade is based on the company's failure to pay the Aug.
15 interest payment on its 10% senior secured second-lien notes
due 2011," explained Standard & Poor's credit analyst Jackie E.
Oberoi. The indenture stipulates that the company has 30 days
after the interest was due to make the payment before an "Event of
Default" occurs. "However, given the company's weak liquidity and
operating trends," added Ms. Oberoi, "we do not expect it to make
the payment."


US WEB: Files for Chapter 11 Bankruptcy in New York
---------------------------------------------------
US Web Inc. filed a voluntary petition under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
Eastern District of New York, citing losses and cash flow problems
from slow demand, Bloomberg News reports.

Bloomberg, citing papers filed with the Court, says the company
listed assets of $10 million and debts of $50 million each.

The company owes at least $3.4 million in claims to unsecured
creditors including:

   -- Ris Paper Co., owed $574,901,
   -- Case Paper Co., owed $496,085, and
   -- Marquardt & Co., owed $288,531.

The company owes roughly $11,725,068 to secured creditors
including Milberg Factors Inc., All Points Capital Corp., Great
Atlantic Capital, Siemans Bank, Citicorp Vender Financing, and
Peoples Capital, the report says.

Headquartered in Huntington, New York, US Web Inc. --
http://www.uswebinc.com/-- provides printing and mailing  
services.


US WEB: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: US Web Inc.
        780 Park Avenue
        Huntington, NY 11743
        Tel: (631) 427-5200

Bankruptcy Case No.: 08-74421

Type of Business: The Debtor produces a variety of direct-
                  response materials, including sheetfed and
                  continuous forms, publication insert cards,
                  postcards, mailers, brochures and
more.                   
                  See http://www.uswebinc.com/

Chapter 11 Petition Date: August 18, 2008

Court: Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Lori K. Sapir, Esq.
                  Silverberg Stonehill Goldsmith & Haber
                  1111 West 40th Street
                  New York, NY 10018
                  Tel: (212) 730-1900
                  Fax: (212) 391-4556
                  Email: lsapir@ssghlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
RIS Paper Company Inc.           Trade Debt            $574,901
P.O. Box 641617
Pittsburgh, PA 15264-1617

Marquadt & Company               Trade Debt            $533,535
Division Central Lewmar
P.O. Box 822425
Philadelphia, PA 19182-2425


Case Paper Company               Trade Debt            $496,085
500 Mamaroneck Avenue
Harrison, NY 10528

Infoprint Solutions Co.          Trade Debt            $269,027
P.O. Box 644225
Pittsburgh, PA 15264-4225

Sun Chemical                     Trade Debt            $182,543

Joules Angstrom                  Trade Debt            $147,701

Gould Paper Corp.                Trade Debt            $137,086

Roosevelt Paper Corp.            Trade Debt            $128,077

Lipa                             Trade Debt            $127,423

NRA II, LLC                      Trade Debt            $125,151

Lincoln Paper & Tissue LLC       Trade Debt            $113,966

Mystic Logistic Inc.             Trade Debt            $101,829

Quebecor World (USA) Inc.        Trade Debt            $100,221

Midwest Ink Company              Trade Debt             $99,955

United Health Care               Trade Debt             $97,844

Sperber Direct, Inc.             Trade Debt             $97,512

Pitman Company                   Trade Debt             $95,322

MBO America                      Trade Debt             $92,800

Zippy Blue                       Trade Debt             $79,951


VALCOM INC: Court Confirms Second Amended Chapter 11 Plan
---------------------------------------------------------
The Hon. Ernest M. Robles of the United States Bankruptcy Court
for the Central District of California confirmed a second amended
Chapter 11 plan of liquidation filed by Valcom Inc. on June 14,
2008.

In conjunction with the confirmation, Carol Fusilier, the U.S.
Trustee for Region 16, has withdrawn its motion to convert the
Debtor's Chapter 11 case to a Chapter 7 liquidation proceeding.

On July 2, 2008, Judge Robles approved the Debtor's second amended
disclosure statement dated June 14, 2008.  He held that the
amended disclosure statement contain adequate information within
the meaning of Section 1125 of the Bankruptcy Code.

                           Plan Overview

The plan will be funded by cash on hand to pay off the allowed
priority unsecured tax claims of $191,164, administrative expense
claims of $32,500, and the first month’s payment of $17,000 to its
non-priority general unsecured creditors.  The Debtor has $170,000
in cash.  The Debtor estimates that it will have at lest $300,000
available for disbursement on the plan's effective date.

The Debtor's president and chief executive officer, Vince
Vellardita, will serve as disbursing agent to make all
distributions provided for under the plan.  In turn, he will serve
without bond and will be paid $1,500 per week for services
rendered.

Furthermore, the Debtor will assume unexpired leases and executory
contracts as obligations to the reorganized Debtor.

                 Treatment of Interests and Claims

                 Type                               Estimated
   Class         of Class              Treatment    Amount
   -----         --------              ---------    ---------
   unclassified  administrative                     $32,558
                  claims

   unclassified  priority tax                       $191,164
                  claims

   1             secured claims

                  a) Los Angeles        N/A          $10,211
                     County
                     Treasurer

                  b) Vincent and        impaired     $350,00
                     Teresa Vellardita

                  c) Richard Shintaku/  impaired     $650,000
                     ICAG Inc.

   3             general unsecured      impaired     $205,000
                  claims

   4             unsecured claim and
                 deficiency claim of:

                  a) the Vellarditas    impaired     $459,312

                  b) Richard Shintaku/  impaired     $477,797
                     ICAG Inc.

                  c) Bonnie Nelson      impaired     $80,000

                  d) John Fife          impaired     $144,673

                  e) Frank O'Donnell    impaired     $10,000

   5             equity interest        unimpaired   retained


Class 3 and 4 are entitled to vote for the plan.

Under the Plan, the Debtor will issue 250 million shares of common
stock and 25 million shares of preferred stock.  At present, the
Debtor has issued and outstanding at least $12 million shared.  

The prepetition equity interests and rights will be retained.

Furthermore, the Debtor is planning to issue 38 million shares of
common stock to insiders who have prepetiton right to receive
equity for debt.

A full-text copy of the Debtor's Second Amended Disclosure
Statement is available for free at:

               http://ResearchArchives.com/t/s?30e4

A full-text copy of the Debtor's Second Amended Chapter 11 Plan of
Reorganization is available for free at:

               http://ResearchArchives.com/t/s?30e5

                           About ValCom

Based in Los Angeles, California, ValCom Inc. (PNK: VLCO) --
http://www.valcom.com/-- leases sound and production stages and    
produce films and TV programs.  It engages in studio rental; film,
television, and animation production; and broadcast television
businesses.

The Debtor filed voluntary petitions for reorganization under
Chapter 11 on July 16, 2007 (Bankr. C.D. Calif. Case No. 07-
15984).  Joseph L. Pittera, Esq., represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 million and $100 million.


VERASUN ENERGY: Moody's Confirms Rating on $450MM Sr. Notes at B3
-----------------------------------------------------------------
Moody's Investors Service moved the ratings outlook for VeraSun
Energy Corporation to negative and downgraded the speculative
grade liquidity rating to SGL-4 from SGL-3. T he change in the
ratings outlook reflects the ethanol industry's unattractive
commodity margins and a decline in VeraSun's liquidity.  The
company's B2 corporate family rating and ratings on VeraSun's two
public debt issues were affirmed.  These summarizes the ratings.

VeraSun Energy Corporation

Ratings change:

  -- Speculative grade liquidity rating -- SGL4 from SGL3

  -- Ratings Outlook -- Negative from Stable

Ratings affirmed:

  -- Corporate family rating -- B2

  -- Probability of default rating -- B2

  -- $210MM Sr. sec. notes due 2012 -- Ba3 (LGD2, 27%) from Ba3
     (LGD2, 23%)

  -- $450MM Sr. unsec. notes due 2017 -- B3 (LGD5, 77%) from B3
     (LGD5, 72%)

The current ethanol industry environment is unattractive due to
high corn and natural gas commodity input costs and unattractive
ethanol pricing that has led to slim operating margins and
elevated working capital requirements.  Additionally, controversy
about the impact the ethanol industry is having on food prices and
water use, and the benefits provided by ethanol could erode
support for the industry.

In the next 12-18 months, Moody's sees the potential for
volatility in ethanol producers' input costs and ethanol prices
that could lead to a decline in profits and substantial volatility
in liquidity, hence the ratings could be negatively impacted.
Despite elevated corn and natural gas commodity prices during the
second quarter, ethanol has traded at a significant discount to
gasoline, limiting the profits of ethanol producers.

Current ethanol industry production capacity of approximately 9.5
billion gallons per year exceeds the minimum mandated use of 9
BGPY for 2009, as required by federal legislation passed in
December 2007, and capacity will likely continue to exceed
mandated use as growth in new capacity more than offsets the
increase in mandated use over the next couple years.

Under such supply/demand conditions, ethanol prices may remain
weak relative to gasoline.  The excise tax credit of $0.51 for
each gallon of ethanol blended into gasoline has benefited
blenders during 2008 and has not supported the profitability of
ethanol producers.

The downgrade in the liquidity rating reflects the negative impact
on VeraSun's internal cash flow from elevated working capital
needs and continued capital expenditures for new plants.  New
ethanol plant start ups have increased working capital needs and
current operating margins have not been sufficient to offset the
negative cash flow impact on working capital of the significant
rise in commodity prices for corn and natural gas.

VeraSun's cash balances have declined steadily following several
quarters of elevated capital expenditures for the construction of
new ethanol plants and the acquisition of ASAlliances Biofuels LLC
such that current cash balances no longer provide a large cushion
against adverse industry conditions.

VeraSun is currently reliant on its $125 million revolving credit
facility to fund its working capital needs and may use the
revolver to partially fund the completion of ethanol and corn oil
extraction facilities under construction.  VeraSun did improve its
liquidity in the second quarter when it postponed the start of
three completed ethanol facilities and replaced its $30 million
revolver due December 2008 with a $125 million asset based
revolving credit facility due May 2011.

Headquartered in Brookings, South Dakota, VeraSun Energy
Corporation produces ethanol in the United States with 13
facilities having a production capacity totaling 1,310 million
gallons per year.  It has three additional ethanol plants under
construction due for start up in the second half of 2008, which
will bring total capacity to 1,640 MGPY.  The firm acquired US
BioEnergy Corporation in April 2008.  Revenues for the LTM ended
June 30, 2008, which do not reflect the full year operations of
all of VeraSun's plants, were approximately $2.1 billion.


VION PHARMACEUTICALS: Nasdaq to Delist Securities on August 15
--------------------------------------------------------------
Vion Pharmaceuticals Inc. received a letter from NASDAQ informing
the company that it would be delisted from the Nasdaq Stock Market
and trading in its shares would be suspended effective on Aug. 15,
2008.

The company expected that its common stock will be quoted on the
OTC Bulletin Board in the near future.  Quotes for OTC Bulletin
Board stocks can be found at OTCBB.com.

The company will maintain its status as a reporting company with
the Securities and Exchange Commission and update its shareholders
on material events and financial information as required.

Vion Pharmaceuticals Inc. -- http://www.vionpharm.com--    
develops and commercializes cancer therapeutics. Vion has two
agents in clinical trials. Cloretazine(R) (VNP40101M), a unique
alkylating agent, is being evaluated in a Phase II pivotal trial
as a single agent in elderly patients with previously untreated de
novo poor-risk acute myelogenous leukemia.  Clinical trials of
Cloretazine(R) (VNP40101M) with temozolomide in brain tumors, and
with stem cell transplantation in advanced hematologic
malignancies, are also being conducted. Triapine(R), a potent
inhibitor of a key step in DNA synthesis, is being evaluated in
clinical trials sponsored by the National Cancer Institute.


WACHOVIA CORP: Inks Deal to Settle Auction Rate Securities Probe
----------------------------------------------------------------
Wachovia Corporation reached an agreement in principle for a
global settlement with the Missouri Secretary of State as the lead
State in the North American Securities Administrators Association
task force investigating the marketing and sale of auction rate
securities, or ARS, the Attorney General for the State of New York
and the Securities and Exchange Commission regarding ARS.  
Wachovia stated that the settlement produces a liquidity solution
for its clients who purchased ARS at Wachovia.

"We understand that unprecedented market conditions have created
difficulties for our clients, particularly those holding auction
rate securities," Robert K. Steel, president and chief executive
officer of Wachovia Corporation, said.  "We are pleased to
announce a comprehensive solution for the liquidity needs of
clients who purchased auction rate securities at Wachovia and to
resolve this matter with federal and state regulators."

"Since this issue arose in February when auctions first started to
fail, we have played a leading role in encouraging ARS issuers to
restore liquidity to all of our clients, including those who have
become part of our firm through the Oct. 1, 2007, merger of A.G.
Edwards and Wachovia Securities," Daniel J. Ludeman, president and
chief executive officer of Wachovia Securities, LLC, said.  "The
dollar value of ARS held by Wachovia Securities clients has been
cut by more than 50 percent through redemptions and successful
auctions. Today's agreement in principle underscores our desire to
ensure that clients who purchased ARS at Wachovia receive the
liquidity they need."

Terms of the agreement in principle include:

   -- Wachovia will offer to purchase at par ARS held by all  
      individuals, charities and religious organizations, well as
      ARS held by small and medium-sized businesses with account
      values and household values of $10 million or less, that
      were purchased at Wachovia on or before Feb. 13, 2008.  
      These purchases will commence no later than Nov. 10, 2008,
      and conclude no later than Nov. 28, 2008, for clients who
      accept this offer.  ARS that are the subject of functioning
      auctions will not be eligible for purchase.

   -- Wachovia will offer to purchase at par ARS held by all other
      clients that were purchased at Wachovia on or before
      Feb. 13, 2008.  These purchases will commence no later than
      June 10, 2009, for clients who accept this offer and
      conclude no later than June 30, 2009.  ARS that are the
      subject of functioning auctions will not be eligible for
      purchase.

   -- Wachovia will also reimburse investors who can reasonably be
      identified and who would have been covered by the offer but
      who sold their ARS below par, between Feb. 13, 2008, and the
      date of entry of the settlement, for the difference between
      par and the price at which the investor sold the ARS. The
      reimbursement will be made by Nov. 28, 2008.

   -- In addition to Wachovia's offer to purchase ARS from
      clients, Wachovia will offer loans to affected clients in
      need of liquidity until the ARS repurchases occur.

   -- Wachovia will refund refinancing fees to municipal ARS
      issuers who issued ARS in the initial primary market between
      Aug. 1, 2007, and Feb. 13, 2008, and refinanced those
      securities after Feb. 13, 2008.

   -- Wachovia will pay a total fine of $50 million to the state
      regulatory agencies, which will be distributed to the States
      as determined by the North American Securities
      Administrators Association and the State of New York.

   -- Wachovia neither admits nor denies allegations of
      wrongdoing.

On Aug. 11, 2008, in connection with the expectation of a
potential settlement of ARS matters, Wachovia recorded a
$500 million pre-tax increase to legal reserves, including amounts
reserved for estimated market valuation losses on affected ARS,
for the second quarter of 2008, based on estimates and assumptions
at the time of the filing.  Based on the terms of the agreement in
principle, the timing and currently estimated amounts of ARS to be
purchased in the offer, current market conditions, expected future
redemptions, and expected sales by Wachovia to third parties of a
portion of ARS to be purchased in the offer, Wachovia expects to
record a further $275 million pre-tax increase to legal reserves
in the third quarter of 2008.  Wachovia also expects that its Tier
1 capital ratio will decrease by approximately 8 basis points in
the third quarter 2008, reflecting the additional increase in
legal reserves and the capital impact of the offers.  Wachovia
does not currently expect that the purchase of ARS under the
agreement in principle will have a material effect on capital,
liquidity or overall financial results through expected maturities
or redemptions of the ARS purchased, or alter Wachovia's
previously announced focus on improving its Tier 1 capital ratio.

Wachovia estimates that the par value of ARS currently outstanding
and eligible for purchase under the above offers totals
approximately $8.5 billion.  After the purchases of ARS by
Wachovia pursuant to the offers, and based on expected future
redemptions and the expected sales of ARS to third parties
described above, Wachovia currently estimates that the amount of
ARS that it would hold on its balance sheet as of June 30, 2009,
would be approximately $3.1 billion.

                  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 TRUST: S&P Cuts Ratings of Six Classes to CCC, D
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2006-C26. At the
same time, S&P affirmed its ratings on the other remaining classes
from this series.

The lowered ratings reflect ongoing interest shortfalls resulting
from the reimbursement of advances from the master servicer,
Wachovia Bank N.A. (Wachovia). The master servicer made advances
on assets that are currently with the special servicer, CWCapital
Management Inc. (CWCapital).  S&P downgraded classes N and O to
'D' because it believes the classes are likely to have outstanding
interest shortfalls for more then a year.

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

The two loans with the special servicer have an aggregate balance
of $19.8 million. The master servicer intends to recover $2.0
million of outstanding advances from the trust in the coming
months, which will cause recurring interest shortfalls on classes
J through O. The shortfalls on classes J through M may occur for
up to an additional eight months. Barring additional interest
shortfalls that arise from other specially serviced assets, the
classes should recover the accumulated shortfalls from subordinate
certificate distributions within a year. Standard & Poor's expects
the interest shortfalls on classes N and O to remain outstanding
for an extended period of time.

Details of the two loans with the special servicer are:

     -- The Westfield Apartments loan is secured by a 424-unit
multifamily property in Houston, Texas, with an outstanding
principal balance of $13.99. A $5.9 million appraisal reduction
amount (ARA) went into effect against the loan in February 2008,
when the loan was transferred to the special servicer due to
monetary default. As of the July 17, 2008, remittance date, $1.4
million in advances remained outstanding for this loan.

     -- The Pines Point Apartments loan is secured by a 318-unit
multifamily property in Dallas, Texas, and has an outstanding
principal balance of $5.9 million. A $2.5 million ARA went into
effect against the loan in February 2008, when the loan was
transferred to the special servicer due to monetary default. As of
the July 17, 2008, remittance date, $581,451 in advances remained
outstanding for this loan.

A new borrower has assumed the outstanding debt on both assets
with the special servicer and has escrowed $3 million in reserve
for property improvements, which will be controlled by Wachovia.
S&P expects both assets to be transferred back to the master
servicer after the assumption/workout has been completed.

RATINGS LOWERED

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2006-C26
           Rating
Class    To         From   Credit enhancement (%)
J        CCC        BB                       2.91
K        CCC        BB-                      2.55
L        CCC        B+                       2.28
M        CCC        B                        2.02
N        D          CCC+                     1.63
O        D          CCC                      1.38

RATINGS AFFIRMED
     
Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2006-C26
   
Class    Rating   Credit enhancement (%)
A-1      AAA                       30.66
A-1A     AAA                       30.66
A-PB     AAA                       30.66
A-2      AAA                       30.66
A-3      AAA                       30.66
A-3FL    AAA                       30.66
A-M      AAA                       20.42
A-J      AAA                       12.37
B        AA                        10.58
C        AA-                        9.56
D        A                          7.89
E        A-                         6.75
F        BBB+                       5.60
G        BBB                        4.32
H        BB+                        3.17
WM       BBB-                        N/A
X-P      AAA                         N/A
X-C      AAA                         N/A

N/A—Not applicable.


WELLMAN INC: Panel Wants to Cut Financial Advisor's Monthly Rate
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Wellman Inc. and its debtor-affiliates
proposes to the U.S. Bankruptcy Court for the Southern District of
New York that the monthly allowance of FTI Consulting Inc., as
financial advisor, be reduced from $125,000 to $75,000 for July
2008, and to $50,000 for the succeeding months.

As disclosed in the Troubled Company Reporter on May 8, 2008,
Creditors Committee appointed obtained approval from the Court to
retain FTI Consulting, Inc., as its financial advisors nunc pro
tunc to March 13, 2008.  The Creditors Committee selected the firm
because of its extensive experience in providing financial
advisory services in large and complex Chapter 11 cases.

In exchange for its services, FTI will receive a monthly fee of
$125,000 and will be reimbursed for any expenses it may incur in
connection with its employment.  

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.


WEST GALENA: Plan Turns Over Condo to Secured Lender Owed $53MM
---------------------------------------------------------------
West Galena Real Estate LLC on Aug. 18, 2008, submitted to the
U.S. Bankruptcy Court, Eastern District of Michigan (Detroit) its
chapter 11 reorganization plan and accompanying disclosure
statement, William Rochelle of Bloomberg News relates.

Under the plan, the Debtor will turn over six ultra luxury
condominium units to its secured lender that is owed at least
$53 million, Mr. Rochelle notes.  The report continues that the
turn-over is intended to cut the Debtor's debt by a court-approved
amount that is equivalent to the condo units' price.  The condo
units' price is estimated to be about $25.35 million.

The Debtor intends to pursue a litigation against its secured
creditor and will use the proceeds of that case to pay unsecured
creditors, Mr. Rochelle says.

Lenders reportedly appeared before the bankruptcy court Aug. 19,
2008, to press for the transfer of the Debtor's case to Colorado,
the report notes.  Lenders alleged that the Debtor's operations
and creditors are in Colorado.

             Rosewood Developer Sues Carval Investments

The Troubled Company Reporter said on June 25, 2008, that the
owners of the Rosewood Telluride Resort and Hotel have filed a
lawsuit against Minneapolis-based CarVal Investments for allegedly
failing to release prescheduled capital payments needed to begin
construction of the 450,000-square-foot mixed-use development in
Mountain Village.

Rosewood's ownership group consists of West Galena Holdings LLC,
West Galena Real Estate LLC, and Lot 129 LLC.  Former Telluride
resident Aaron B. Honigman serves as manager of the ownership
group, which is based in Detroit.

The parties negotiated but failed to reach an agreement on the
release of a $50 million loan that was agreed with Ramsfield
Hospitality Finance and CarVal Investments, an international
private equity firm.  The loan encompassed Rosewood Telluride as
well as the Courcheval condominium project.

The Mountain Village property was to be sold as a foreclosure at
the San Miguel County Courthouse on June 4.  The suit was filed
June 3.

                         About West Galena

Based in Park City, Utah, West Galena Real Estate, LLC and
affiliates West Galena Holdings, LLC and Lot 129, LLC are real
estate developers.  Their project involves the development of
hotel and condominium units on prime lots near the Telluride,
Colorado ski and golf resorts.  Each of the Debtors is responsible
for the development of a discrete portion of the overall project.  

The company and its affiliates filed for chapter 11 protection on
May 10, 2008 (Bankr. E.D. Mich. Lead Case No. 08-54048) in order
to prevent a foreclosure of its project in Telluride, Colorado.  
Judy B. Calton, Esq., at Honigman Miller Schwartz & Cohn, LLP,
represents the Debtors.  When West Galena Real Estate LLC filed
its schedules, it listed total assets of $75,200,000 and total
liabilities of $71,452,100.


WILD EDIBLES: Tavern Cuts Biz Ties, Says Employee Rights Group
--------------------------------------------------------------
Brandworkers International said in a statement that restaurant
Tavern on the Green has stopped serving seafood from wholesaler
and retailer, Wild Edibles, Inc., over concern for employee
rights.  Wild Edibles workers and their allies have been
campaigning for almost a year to reclaim what they alleged as
stolen overtime pay; to compel compliance with workplace laws
including the right to support a labor union; and to win a more
livable wage as well as a health care and retirement plan,
according to Brandworkers.

"A sustainable and responsible food system includes respect for
workers' rights," said Daniel Gross, the founding director of
Brandworkers, a non-profit organization providing legal and
advocacy support to the Wild Edibles employees.  "We are very
pleased that a New York landmark like Tavern on the Green has
disassociated itself from the labor rights violations at Wild
Edibles," Mr. Gross said.

Brandworkers International said that the Wild Edibles workers have
vowed to continue the campaign until they win the respect they are
seeking.

When Wild Edibles workers demanded the overtime pay which had been
illegally withheld from them and respect for the right to join a
union, owner Richard Martin embarked on a campaign of retaliation
including firing or forcing out eleven of the workers, according
to Brandworkers International.  Brandworkers International further
noted that a federal judge ordered an injunction on Wild Edibles  
against further retaliation, which the company quickly proceeded
to violate.  The workers' lawyers have filed a motion asking the
judge to find the company in contempt of court for not respecting
the injunction, Brandworkers International said.  In addition,
Brandworkers International said that the National Labor Relations
Board has issued two complaints against the company for
interfering with the workers' efforts to form a union with the
Industrial Workers of the World.

According to Brandworkers International, Tavern on the Green joins
a growing list of top restaurants that have dropped Wild Edibles
over concern for workers' rights.  Those restaurants include
Pastis, Union Square Cafe, La Goulue, Mermaid Inn, Giorgione,
Sushi Samba, One if by Land, Two if by Sea, China Grill, and
Kittichai, Brandworkers International said.

Brandworkers International is a non-profit organization that
provides legal, advocacy, and organizing tools to retail and food
employees.  It claims that its Focus on the Food Chain initiative
promotes worker justice along the food supply chain.  It says that
the initiative is providing support to twenty-four current and
former Wild Edibles employees.

Long Island City, New York-based Wild Edibles, Inc.--
http://www.wildedibles.com/-- sells seafood.  On July 17, 2008,  
Wild Edibles filed for Chapter 11 bankruptcy protected with the
United States Bankruptcy Court for the Southern District of New
York (Bankr. S.D. N.Y. Case No. 08-12746).  Marc A. Pergament,
Esq., at Weinberg Gross & Pergament, LLP, represented the Debtor
in its restructuring efforts.  When it filed for protection, the
Debtor listed $2,211,500 in total assets and $2,090,915 in total
debts.


WILLIAM HEROLD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William W. Herold, III
        aka Billy Herold
        2910 Hampton Place Court
        Plant City, FL 33566

Bankruptcy Case No.: 08-12177

Chapter 11 Petition Date: August 13, 2008

Court: Middle District of Florida (Tampa)

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

Total Assets: $1,105,700

Total Debts:  $3,382,310

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

            http://bankrupt.com/misc/flmb08-12177.pdf


* S&P Cuts 97 Ratings on US Synthetic CDOs at July Month-End Run
----------------------------------------------------------------
Standard & Poor's Ratings Services took rating actions on various
U.S. synthetic collateralized debt obligation (CDO) transactions
following the July month-end batch run:

     -- S&P placed 17 ratings on CreditWatch with negative
implications;

     -- S&P lowered 97 ratings and removed 12 from CreditWatch
negative and left one on CreditWatch negative; and

     -- S&P affirmed 40 ratings and removed them from CreditWatch
negative.

The CreditWatch negative placements reflect negative rating
migration in the portfolios and the fact that the synthetic rated
overcollateralization (SROC) ratios for the affected transactions
had fallen below 100% as of the July month-end run; the downgrades
affected classes that had SROC ratios below 100% as of the July
month-end run and at a 90-day forward run; and the affirmations
and CreditWatch negative removals affected classes that had SROC
ratios at or over 100% at their current rating levels.

RATINGS LIST

ABACUS 2004-1 Ltd.
                                 Rating
Class                    To                  From
A                        AA                  AAA
B                        A+                  AA
C                        BBB                 A-

ABACUS 2004-2 Ltd.
                                 Rating
Class                    To                  From
A                        BBB+                AA
B                        BB+                 BBB+
C                        B+                  BB+
D                        B-                  BB+

ABACUS 2005-1 CB1 Ltd.
                                 Rating
Class                    To                  From
B                        BBB+                A-
C                        BB+                 BBB
D                        BB+                 BBB-
E-1                      B+                  BB+
E-2                      B+                  BB+
F                        CCC+                BB-
G                        CCC-                CCC+

ABACUS 2005-3 Ltd.
                                 Rating
Class                    To                  From
B                        AA-                 AA+/Watch Neg
B Series 2               AA-                 AA+/Watch Neg
C                        A+                  AA-/Watch Neg
C Series2                A+                  AA-/Watch Neg
D                        BBB-                BBB+/Watch Neg
D Series 2               BBB-                BBB+/Watch Neg
D Series 3               BBB-                BBB+/Watch Neg
E                        BB                  BBB-/Watch Neg

ABACUS 2005-5 Ltd.
                                 Rating
Class                    To                  From
A-1                      A+                  AA+

ABACUS 2006-12 Ltd.
                                 Rating
Class                    To                  From
A-1                      CCC+                BB-
A-2                      CCC                 B-
B                        CCC-                CCC+

ABACUS 2006-8 Ltd.
                                 Rating
Class                    To                  From
A-1                      BB+                 AA
A-2                      B+                  A
D                        CCC-                B+

ABACUS 2006-NS1 Ltd.
                                 Rating
Class                    To                  From
D                        A+                  AA-/Watch Neg
F                        A-                  A/Watch Neg
G                        BBB+                A-/Watch Neg
H                        BBB                 BBB+/Watch Neg
J                        BBB-                BBB

ABSpoke 2005-X Ltd.
2005-X
                                 Rating
Class                    To                  From
VFRN                     B+                  BB-

ABSpoke 2005-XA Ltd.
2005-XA
                                 Rating
Class                    To                  From
VFRN                     BBB                 BBB+

ABSpoke 2005-XII B Segregated Portfolio of SPGS SPC
2005-XII B
                                 Rating
Class                    To                  From
VFRN                     B+                  BBB-

AMP ABX 2006-1 Ltd.
                                 Rating
Class                    To                  From
Var Notes                A-                  A-/Watch Neg

ARLO VI Ltd.
SABS 2006-5
                                 Rating
Class                    To                  From
Notes                    CCC-                CCC

ARLO VI Ltd.
SABS 2006-4
                                 Rating
Class                    To                  From
Notes                    CCC-                CCC+

ARLO VI Ltd.
2006 (Howell Park)
                                 Rating
Class                    To                  From
Notes                    CCC-                CCC

ARLO VI Ltd.
2006 (Hominy Hill)
                                 Rating
Class                    To                  From
Notes                    CCC-                CCC

ARLO VII Ltd.
SABS 2007-1
                                 Rating
Class                    To                  From
Notes                    CCC-                CCC

Buchanan SPC
2006-II
                                 Rating
Class                    To                  From
A2                       CCC                 CCC+

Buchanan SPC
2006-III
                                 Rating
Class                    To                  From
A4                       CCC-                CCC+

Buchanan SPC
2006-I
                                 Rating
Class                    To                  From
A1J                      CCC+                B

Calculus MABS Resecuritization Trust Series 2007-1
                                 Rating
Class                    To                  From
Units                    CCC                 CCC+

Calculus MABS Resecuritization Trust Series 2007-2
                                 Rating
Class                    To                  From
Units                    CCC                 CCC+

Calculus SCRE Trust Series 2006-11
                                 Rating
Class                    To                  From
Trust Unit               A-                  A

Credit and Repackaged Securities Ltd.
2006-1
                                 Rating
Class                    To                  From
Notes                    BB+/Watch Neg       BB+

Credit Default Swap
Swap Risk Rating - Protection Buyer, CDS Reference # Torino II
                                 Rating
Class                    To                  From
Tranche                  BBB+srb/Watch Neg   BBB+srb

Dallaglio CDO 2005-4 Ltd.
                                 Rating
Class                    To                  From
B                        CCC+                B+

Dunloe 2005-I Ltd
                                 Rating
Class                    To                  From
B                        B                   B+
C                        CCC                 CCC+

Eirles Two Ltd.
212
                                 Rating
Class                    To                  From
212                      BBB-                BBB

Eirles Two Ltd.
208
                                 Rating
Class                    To                  From
Series 208               A+                  AA

Eirles Two Ltd.
242-245 & 247
                                 Rating
Class                    To                  From
Series 242               BB+                 A
Series 243               B-                  BB+
Series 244               CCC+                B+
Series 245               B+                  BBB
Series 247               B-                  BB+

ELM B.V.
98
                                 Rating
Class                    To                  From
SecdCrLkd                BBB/Watch Neg       BBB

Herald Ltd.
24
                                 Rating
Class                    To                  From
24                       A-                  A-/Watch Neg

Ixion PLC
4,5,6, & 7
                                 Rating
Class                    To                  From
4                        CCC-                CCC+
5                        CCC-                B
6                        CCC                 B+
7                        CCC-                CCC+

Ixion PLC
9 & 11
                                 Rating
Class                    To                  From
9                        CCC-                CCC

Ixion PLC
SYRAH 2006-11 SERIES 16
                                 Rating
Class                    To                  From
16                       CCC-                CCC+

Ixion PLC
SYRAH 2006-11 SERIES 17
                                 Rating
Class                    To                  From
17                       CCC-                CCC

Ixion PLC
SYRAH 2006-11 SERIES 18
                                 Rating
Class                    To                  From
18                       CCC-                CCC

Ixion PLC
Matrix 2007-1 Series 20
                                 Rating
Class                    To                  From
A                        CCC-                CCC
H                        CCC-                CCC

Ixion PLC
33
                                 Rating
Class                    To                  From
Notes                    BBB+                A

Lakeview CDO SPC
2007-1
                                 Rating
Class                    To                  From
A                        AAA                 AAA/Watch Neg
B                        AA                  AA/Watch Neg
C                        A                   A/Watch Neg

Lakeview CDO SPC
2007-2
                                 Rating
Class                    To                  From
Notes                    AA                  AA/Watch Neg

Lakeview CDO SPC
2007-3
                                 Rating
Class                    To                  From
Notes                    AA                  AA/Watch Neg

Lakeview CDO SPC
2007-4
                                 Rating
Class                    To                  From
Notes                    AA                  AA/Watch Neg

Lehman Brothers Treasury Co. B.V.
US$4,000,000 inflation-linked and credit-linked variable
interest notes
                                 Rating
Class                    To                  From
Notes                    A/Watch Neg         A+

Lunar Funding I Ltd.
12
                                 Rating
Class                    To                  From
12                       A                   A/Watch Neg

Magnolia Finance II PLC
2006-5A
                                 Rating
Class                    To                  From
A                        BB                  AA-

Magnolia Finance II PLC
2006-5CG
                                 Rating
Class                    To                  From
CG                       CCC+                BBB-

Magnolia Finance II PLC
2006-5CE
                                 Rating
Class                    To                  From
CE                       CCC+                BBB-

Magnolia Finance II PLC
2006-5B
                                 Rating
Class                    To                  From
B                        CCC+                BBB+

Magnolia Finance II PLC
2006-5CU
                                 Rating
Class                    To                  From
CU                       CCC+                BBB-

Magnolia Finance II PLC
2006-6B
                                 Rating
Class                    To                  From
Series B                 AA+/Watch Neg       AA+

Magnolia Finance II PLC
2006-6C
                                 Rating
Class                    To                  From
Series C                 A+/Watch Neg        A+

Magnolia Finance II PLC
2006-6D
                                 Rating
Class                    To                  From
Series D                 A/Watch Neg         A

Magnolia Finance II PLC
2006-5D2
                                 Rating
Class                    To                  From
D2                       CCC-                CCC+

Magnolia Finance II PLC
2006-8C
                                 Rating
Class                    To                  From
Series C                 CCC-                CCC

Magnolia Finance II PLC
2006-8B
                                 Rating
Class                    To                  From

Series B                 CCC                 CCC+

Magnolia Finance II PLC
2006-9A
                                 Rating
Class                    To                  From
Notes                    CCC-                CCC+

Magnolia Finance II PLC
2006-9B
                                 Rating
Class                    To                  From
Notes                    CCC-                CCC

Mill Reef SCDO 2005-1 Ltd.
                                 Rating
Class                    To                  From
A-2L                     CCC                 CCC+

Mistletoe ORSO Trust 3
                                 Rating
Class                    To                  From
5 Cr Link                BBB+                BBB+/Watch Neg

Morgan Stanley ACES SPC
2006-3
                                 Rating
Class                    To                  From
IIA                      BBB+                BBB+/Watch Neg
IIB                      BBB+                BBB+/Watch Neg
IIC                      BBB+                BBB+/Watch Neg
IID                      BBB+                BBB+/Watch Neg
IIE                      BBB+                BBB+/Watch Neg
IIF                      BBB+                BBB+/Watch Neg
III                      B                   B/Watch Neg

Morgan Stanley ACES SPC
2006-9
                                 Rating
Class                    To                  From

IA                       A-/Watch Neg        A-

Morgan Stanley ACES SPC
2007-13
                                 Rating
Class                    To                  From
IA                       AA-                 AA-/Watch Neg
IIA                      AA-                 AA-/Watch Neg
IIB                      AA-                 AA-/Watch Neg

Morgan Stanley ACES SPC
2007-25
                                 Rating
Class                    To                  From
IA                       AA                  AA/Watch Neg

Morgan Stanley Managed ACES SPC
2005-1
                                 Rating
Class                    To                  From
V B                      BB                  BB/Watch Neg

Morgan Stanley Managed ACES SPC
2005-2
                                 Rating
Class                    To                  From
V                        BB                  BB/Watch Neg

Morgan Stanley Managed ACES SPC
2006-4
                                 Rating
Class                    To                  From
II                       AA                  AA/Watch Neg

Morgan Stanley Managed ACES SPC
2006-9
                                 Rating
Class                    To                  From
SbJrSuprSr               AAA                 AAA/Watch Neg

North Street Referenced Linked Notes, 2005-7, Ltd.

                                 Rating
Class                    To                  From
A                        B+                  BB
B-1                      B                   B+
C                        CCC-                CCC

PARCS Master Trust
2006-10 CARIBOU
                                 Rating
Class                    To                  From
TrustUnits               AAA/Watch Neg       AAA

PARCS Master Trust
2007-3 CALVADOS
                                 Rating
Class                    To                  From
Trust Unit               A/Watch Neg         A

PARCS Master Trust
2007-8 CALVADOS
                                 Rating
Class                    To                  From
Trust Unit               AA-/Watch Neg       AA-

PARCS Master Trust
2007-10 CDX7 10Y 10-15
                                 Rating
Class                    To                  From
Trust Unit               AAA                 AAA/Watch Neg

PARCS Master Trust
2007-18 Piedmont
                                 Rating
Class                    To                  From
Trust Unit               AA-/Watch Neg       AA-

Primoris SPC Ltd
F1-10
                                 Rating
Class                    To                  From
Notes                    CCC/Watch Neg       CCC

Pyxis Master Trust
2007-28 POINT GREEN II
                                 Rating
Class                    To                  From
Units                    AA+/Watch Neg       AA+

REVE SPC
45
                                 Rating
Class                    To                  From
Notes                    A-                  A-/Watch Neg

REVE SPC
2007-47
                                 Rating
Class                    To                  From
Series 47                BBB                 BBB/Watch Neg

Rutland Rated Investments
LYNDEN 2006-1 (21)
                                 Rating
Class                    To                  From
A1-L                     A+                  A+/Watch Neg

Rutland Rated Investments
BEDFORD 2006-1 (30)
                                 Rating
Class                    To                  From
A2-F                     A-                  A-/Watch Neg
A3-F                     BBB+                BBB+/Watch Neg
A3-L                     BBB+                BBB+/Watch Neg

Rutland Rated Investments
Millbrook 2006-4 (31)
                                 Rating
Class                    To                  From
A                        CCC-                B-

Rutland Rated Investments
Millbrook 2006-4 (33)
                                 Rating
Class                    To                  From
C                        CCC-                CCC

Rutland Rated Investments
Millbrook 2006-4 (32)
                                 Rating
Class                    To                  From
B                        CCC-                CCC+

Seawall 2007-1 Ltd
                                 Rating
Class                    To                  From
E-2                      BB-/Watch Neg       BB-

Series 2006-1 Segregated Portfolio of Stowe CDO SPC
2006-1
                                 Rating
Class                    To                  From
A                        A-                  A-/Watch Neg

SPGS SPC
2006-IA
                                 Rating
Class                    To                  From
Notes                    B                   BBB

SPGS SPC
2006-IIC
                                 Rating
Class                    To                  From
Var Notes                CCC-                CCC+

SPGS SPC
BALDWIN 2006-I
                                 Rating
Class                    To                  From
Notes                    B+                  BBB

SPGS SPC
BALDWIN 2006-II
                                 Rating
Class                    To                  From
Notes                    B-                  BB

SPGS SPC
BALDWIN 2006-III
                                 Rating
Class                    To                  From
Notes                    CCC+                BB

SPGS SPC
BALDWIN 2006-IV
                                 Rating
Class                    To                  From
Notes                    CCC+                B+

SPGS SPC
BALDWIN 2006-V
                                 Rating
Class                    To                  From
Notes                    CCC-                B-

SPGS SPC
BALDWIN 2006-VI
                                 Rating
Class                    To                  From
A                        CCC-                B-

SPGS SPC
BALDWIN 2006-VII
                                 Rating
Class                    To                  From
A-1                     CCC+                BB
A-2                     CCC+                B+

STEERS Thayer Gate CDO Trust, Series 2006-6
                                 Rating
Class                    To                  From
Trust Unit               BB+                 BB+/Watch Neg

STRATA 2006-34 Ltd
                                 Rating
Class                    To                  From
Notes                    A-/Watch Neg        A-

Strata 2007-1 Ltd.
                                 Rating
Class                    To                  From
Notes                    AA-/Watch Neg       AA-

Strata Trust Series 2007-6
                                 Rating
Class                    To                  From
Notes                    A-                  A-/Watch Neg

TIERS Derby Synthetic CDO Floating Rate Credit Linked Trust
2007-13
                                 Rating
Class                    To                  From
Certs                    AA-                 AA-/Watch Neg

TIERS Derby Synthetic CDO Floating Rate Credit Linked Trust
2007-16
                                 Rating
Class                    To                  From
2007-16                  AA-                 AA-/Watch Neg

Toronto-Dominion Bank (The)
Toronto-Dominion Bank CAD 263,860,000 Portfolio Credit Linked
Notes due March
22, 2012
                                 Rating
Class                    To                  From
PtflCdtLkd               BBB-                BBB-/Watch Neg

Tribune Ltd.
Series 46
                                 Rating
Class                    To                  From
Series 46                AAA/Watch Neg       AAA

True North No. 2 (CDO) Ltd
                                 Rating
Class                    To                  From
A                        AA                  AA/Watch Neg

True North No. 3 (CDO) Ltd
                                 Rating
Class                    To                  From
A                        AAA                 AAA/Watch Neg


* S&P Cuts 31 Ratings on 4 CDO Deals to 'D' After Liquidations
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 31
classes of notes from four collateralized debt obligation (CDO)
transactions, Octans II CDO Ltd., Preston CDO I Ltd., Neptune CDO
IV Ltd., and Pinnacle Peak CDO I Ltd., to 'D' following the
liquidation of their portfolio collateral.

Preston CDO I Ltd., Neptune CDO IV Ltd., and Octans II CDO Ltd.
are all hybrid CDOs backed predominantly by mezzanine residential
mortgage-backed securities (RMBS), while Pinnacle Peak CDO I Ltd.
is a cash flow CDO backed predominantly by high-grade RMBS. The
four deals had previously experienced
events of default (EODs) and, subsequently, the controlling
noteholders had voted to accelerate the maturity of the notes and
liquidate the collateral assets.

The downgrades follow notice from the trustees for the deals that
the liquidation of the portfolio assets is complete and that the
available proceeds have been distributed to the noteholders. The
trustees have indicated that the proceeds of the liquidation for
all of the transactions were insufficient to pay down the balances
of any of the notes in full.

RATING ACTIONS
                                     Rating
Transaction              Class      To    From

Neptune CDO IV Ltd.      A-1        Dsrb  CCsrb
Neptune CDO IV Ltd.      X          D     CC
Neptune CDO IV Ltd.      A-2        D     CC
Neptune CDO IV Ltd.      B          D     CC
Neptune CDO IV Ltd.      C          D     CC
Neptune CDO IV Ltd.      D          D     CC
Neptune CDO IV Ltd.      E          D     CC
Octans II CDO Ltd.       A-1        Dsrp  CCC+srp/Watch Neg
Octans II CDO Ltd.       A-2        D     CCC-/Watch Neg
Octans II CDO Ltd.       A-3A       D     CCC-/Watch Neg
Octans II CDO Ltd.       A-3B       D     CCC-/Watch Neg
Octans II CDO Ltd.       B          D     CC
Octans II CDO Ltd.       C-1        D     CC
Octans II CDO Ltd.       C-2        D     CC
Octans II CDO Ltd.       D          D     CC
Octans II CDO Ltd.       X-1        D     CC
Octans II CDO Ltd.       X-2        D     CC
Pinnacle Peak CDO I Ltd. A1M        D     CCC/Watch Neg
Pinnacle Peak CDO I Ltd. A1Q        D     CCC/Watch Neg
Pinnacle Peak CDO I Ltd. A2         D     CC
Pinnacle Peak CDO I Ltd. A3         D     CC
Pinnacle Peak CDO I Ltd. A4         D     CC
Pinnacle Peak CDO I Ltd. B          D     CC
Pinnacle Peak CDO I Ltd. C          D     CC
Preston CDO I Ltd.       X          D     CCC-/Watch Neg
Preston CDO I Ltd.       A1S        D     CC
Preston CDO I Ltd.       A1J        D     CC
Preston CDO I Ltd.       A2         D     CC
Preston CDO I Ltd.       A3         D     CC
Preston CDO I Ltd.       B1         D     CC
Preston CDO I Ltd.       B2         D     CC


* S&P Cuts Ratings on 64 Classes from 57 US RMBS to 'D'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
64 classes from 57 U.S. residential mortgage-backed securities
(RMBS) transactions backed by closed-end second-lien mortgage
collateral.

"Specifically, we lowered our ratings on 14 classes to 'D' from
'CC', 44 classes to 'D' from 'CCC', and four classes to 'D' from
'B'. Additionally, we lowered our rating on class 2M-1 from Home
Equity Mortgage Trust 2006-2 to 'D' from 'BB' and class B-3 from
Terwin Mortgage Trust 2005-9HGS to 'D' from 'BB+'. Finally, we
lowered our rating on one home equity line of credit (HELOC),
class I-M-1 from Bear Stearns Second Lien Trust 2007-1's structure
group 1, to 'D' from 'CCC'," S&P says.

The downgrades reflect the deteriorating performance of the
collateral pools as monthly net losses continue to significantly
outpace monthly excess interest cash flows, resulting in the
complete reduction of the overcollateralization (O/C) for these
deals. Some of these transactions have already experienced a
complete write-down to the principal balance of other subordinate
classes over the past few months. The affected classes experienced
principal write-downs during the July 2008 remittance period.

As of the July 2008 distribution period, cumulative realized
losses for the closed-end second-lien classes ranged from 3.89%
(Terwin Mortgage Trust 2004-2SL) to 29.97% (Ace Securities Corp.
Home Equity Loan Trust's series 2006-SL2) of the original
principal balances, and total delinquencies for these classes
ranged from 8.21% (Terwin Mortgage Trust 2004-2SL) to 44.80% (Ace
Securities Corp. Home Equity Loan Trust's series 2006-SL2) of the
current principal balances. Seasoning for these transactions
ranged from 14 months (First Franklin Mortgage Loan Trust's series
2007-FFC) to 53 months (Terwin Mortgage Trust 2004-2SL). These
transactions have outstanding pool factors ranging from
approximately 5.14% (Terwin Mortgage Trust 2004-2SL) to 77.47%
(American Home Mortgage Investment Trust 2006-3).

As of the July 2008 distribution period, cumulative realized
losses for structure group 1 (the HELOC class) from Bear Stearns
Second Lien Trust 2007-1 were 17.33% of the original principal
balance, and total delinquencies were 19.99% of the current
principal balance. Seasoning for this transaction is 13 months,
and structure group 1 has a current pool balance of 69.53%.

"If delinquencies continue to translate into realized losses, we
will likely take further negative rating actions on the
outstanding classes from these transactions," S&P says.

Subordination, O/C, and excess interest cash flow provide credit
support for these transactions. The collateral for the closed-end
second-lien transactions originally consisted of 30-year, fixed-
rate, closed-end second-lien mortgage loans secured by one- to
four-family residential properties. The collateral for the HELOC
structure originally consisted of HELOC loans made under certain
home equity revolving credit loan agreements secured by first- and
second-lien mortgages on residential properties with initial draw
periods of five, 10, or 15 years limited to interest-only
payments, followed by a 10- or 15-year amortized repayment period.

RATINGS LOWERED

ACE Securities Corp. Home Equity Loan Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2005-SL1            M-4      004421RY1     D           CCC
2006-ASL1           M-7      00442AAH6     D           CCC
2006-SL1            M-4      004421VK6     D           CCC
2006-SL2            M-2A     004421YD9     D           CCC
2006-SL2            M-2B     004421YE7     D           CCC
2006-SL3            M-2      004423AD1     D           CCC
2006-SL4            M-4      00441WAG1     D           CCC
2007-ASL1           M-5      00443MAG1     D           CC
2007-SL1            M-3      00442FAE2     D           CC

Alliance Bancorp Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2007-S1             M-1      01853GAE0     D           CC

American Home Mortgage Investment Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2006-3              IV-M-4   026929BD0     D           CC

Bear Stearns Mortgage Funding Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2006-SL5            M-1      07401HAC6     D           CCC
2007-SL1            M-2      07401PAD6     D           CCC
2007-SL2            M-2      07401RAD2     D           CCC

Bear Stearns Second Lien Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2007-1              III-M-2  07401WAR0     D           CC
2007-1              III-M-3  07401WBD0     D           CC
2007-1              I-M-1    07401WAB5     D           CCC
2007-SV1            B-4      07401UAM5     D           CC

C-BASS Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2007-SL1            B-2      1248MKAF2     D           CC

FFMLT

                                               Rating
Transaction        Class    CUSIP         To         From
-----------        -----    -----         --          ----
2007-FFB-SS         M-7      30248EAH1     D          CC

First Franklin Mortgage Loan Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2006-FFB            M2       32028JAG4     D           CCC
2007-FFA            M-2      32027AAC3     D           CC
2007-FFC            M-3      32029HAF9     D           CC

GSAMP Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2006-S6             M-1      36245CAF9     D           CCC

Home Equity Mortgage Loan Asset-Backed Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2006-A              M-5      43709UAF4     D           CCC

Home Equity Mortgage Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2005-1              B-1      225458DB1     D           CCC
2005-5              M-5      225470RF2     D           CCC
2006-1              M-5      225470XT5     D           CCC
2006-1              M-6      225470XU2     D           CCC
2006-2              1M-3     225470X40     D           CCC
2006-2              2M-1     225470Y31     D           BB
2006-3              M-2      436944AF9     D           CCC

Merrill Lynch Mortgage Investors Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2005-NCA            B-3      59020UZX6     D           CCC
2005-NCB            B-2      59020UU45     D           CCC
2005-SL3            B-1      59020UK61     D           CCC
2006-SL1            B-1      59020U2R5     D           CCC
2006-SL2            M-5      59021BAF3     D           CCC
2007-SL1            M-5      59025AAF1     D           CC
2007-SL1            M-6      59025AAG9     D           CC

Morgan Stanley Mortgage Loan Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2005-8SL            M-6      61748HQQ7     D           CCC
2006-10SL           B-3      61749TAG9     D           CCC
2006-14SL           B-2      61749SAJ5     D           CCC
2006-4SL            M-3      61748HYF2     D           CCC

Nomura Asset Acceptance Corp. Alternative Loan Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2006-S4             M-3      65537DAE6     D           CCC

SACO I Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2005-10             II-M-5     785778NN7   D           CCC
2005-10             I-M        785778NH0   D           CCC
2006-2              I-M        785778PH8   D           CCC
2006-3              M-3        785778QP9   D           B
2006-9              M-4        78577RAE9   D           CCC
2007-1              M-3        785814AE4   D           CC
2007-2              M-3        78581NAE2   D           CCC

Structured Asset Securities Corp.

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2004-S3             M8       86359BC58     D           CCC

Structured Asset Securities Corp.

Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2005-S1             M8       86359B4K4     D           CCC

Structured Asset Securities Corp. Mortgage Loan Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2005-S6             M7       86359DTX5     D           CCC
2006-S1             M4       86359DXH5     D           CCC
2006-S2             M4       86359FAG7     D           CCC
2006-S3             M4       86359WAF2     D           CCC
2006-S4             M6       86363AAG2     D           CCC
2006-S4             M7       86363AAH0     D           CCC

Terwin Mortgage Trust

                                               Rating
Transaction        Class    CUSIP         To          From
-----------        -----    -----         --          ----
2004-2SL            B-3      881561DX9     D           CCC
2005-11             II-M-3   881561A61     D           B
2005-9HGS           B-3      881561WX8     D           BB+
2006-4SL            M-1      881561X33     D           B
2006-6              I-M-1    8815612W3     D           B
2006-HF-1           B-1      881561R97     D           CCC


* 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.

"We removed 150 of the lowered ratings from CreditWatch with
negative implications, where they were placed primarily on May 22,
2008. In addition, we affirmed our ratings on 20 classes from
these transactions and removed them from CreditWatch negative.
Lastly, we affirmed our ratings on one series, RFMSI Series 2007-
S2 Trust, that experienced no downgrades and removed them from
CreditWatch negative," S&P says.

"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.

"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.

"Our 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
Sequoia         2007-2                  two               2.03
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.

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.

Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

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 Says US Auto Makers Driving Weakest Links' Debt Volume
------------------------------------------------------------
Through Aug. 11, 2008, 52 companies have defaulted, affecting debt
worth $41.26 billion, said an article published by Standard &
Poor's.  The article -- which is titled "Global Bond Markets’
Weakest Links And Monthly Default Rates (Premium)" -- says that
the rise in defaults in 2008 is in sharp contrast with trends in
prior years, where only 22 defaults were recorded in all of 2007
and 30 in 2006.

Through the first half of 2008, defaults have increased
significantly in the U.S. but remain scarce elsewhere. The 12-
month-trailing global corporate speculative-grade bond default
rate increased to 1.79% in July from 1.44% in June, remaining
below its long-term (1981-2007) average of 4.35% for 54
consecutive months. The U.S. speculative-grade default rate
continued to increase, reaching 2.37% in July from 1.92% in June
and a 25-year low of 0.97% at the end of 2007. The default rate in
Europe increased to 0.49% from 0%, while the emerging markets
default rate held steady at 0.17% for the fifth consecutive month.

"Our most recent mean baseline 12-month-forward U.S. speculative-
grade default rate forecast is 4.9%," noted Diane Vazza, head of
Standard & Poor's Global Fixed Income Research Group. "This is a
sharp increase from a 25-year low of 0.97% recorded at the end of
2007."

Globally, weakest links have increased for the sixth consecutive
month to 156 as of Aug. 11. By par amount, weakest links have
combined rated debt worth $352.08 billion, a marked increase from
last month's $125.75 billion, owing largely to the inclusion of
the three large U.S. auto makers--Ford, GM, and Chrysler--
following their downgrades in July. Weakest links are defined as
issuers rated 'B-' or lower with either a negative outlook or with
ratings on CreditWatch with negative implications and are at a
higher risk of default.


* S&P Says CMBS Delinquency Rate Slightly Better Thus Far
---------------------------------------------------------
Halfway through 2008, the delinquency rate for rated North
American commercial mortgage-backed securities (CMBS) was slightly
better than Standard & Poor's Ratings Services had anticipated at
year-end 2007. According to a recent report, the delinquency rate,
which stood at 0.47%, benefited from an increase in loan
resolutions and a slowdown in new delinquencies during the
quarter.

"In addition, good maturity refinancing activity to date has
positively influenced credit performance and mitigated a spike in
delinquencies," said credit analyst Larry Kay, a director in
Standard & Poor's CMBS Surveillance group, adding that 94% of the
fixed-rate loans that were slated to mature in the second quarter
paid off.

Despite the favorable delinquency activity this quarter, the road
ahead is not without challenges. In the recent CMBS Quarterly
Insights report, "An Inside Look At Floating-Rate Loan
Performance," net cash flow for more than 50% of floating-rate
CMBS collateral evaluated on an "as-is" basis has declined since
issuance. "We're keeping a watchful eye on the loans in our rated
floating-rate deals after we noticed declines in net cash flow
when reviewing year-end 2007 financial statements," said credit
analyst Eric Thompson, head of Standard & Poor's CMBS Surveillance
group. "Our concerns pertain primarily to the 2006 and 2007
vintage deals, and we have increased our scrutiny on loan
performance in transactions issued in these two years."

Even though the rate of growth of CMBS delinquencies slowed in
second-quarter 2008, negative rating activity spiked, largely due
to an increase in downgrades on conduit transactions issued in
2005 and 2006. The lowered ratings were prompted in part by S&P's
observation of declining debt service coverage ratios and an
increase in specially serviced loans. Much of the focus on these
transactions stemmed from S&P's recent effort to supplement its
ongoing surveillance process with comprehensive reviews of
transactions issued between 2005 and 2007.  S&P initiated this
effort in conjunction with its "Scenario Analysis: Study Assesses
The Resilience Of Standard & Poor's Rated U.S. CMBS" report,
published May 7, 2008.


* Loan Covenants Snag Retailers' & Restaurants' Credit, S&P Says
----------------------------------------------------------------
Covenant compliance is an increasingly important consideration in
assessing the credit quality and liquidity positions of highly
leveraged companies in the retail and restaurant sectors, says a
report published by Standard & Poor's Ratings Services, titled
"Restaurants And Retailers Face Difficulties In Complying With
Lending Covenants." Brief case studies on 12 restaurants and
retailers are provided in the article.

"Borrowers' access to the credit markets has largely disappeared,
and more than 70% of rated retail and restaurant issuers are
subject to compliance with periodic financial covenants," said
Standard & Poor's credit analyst Ana Lai. "Many of these issuers
have onerous debt burdens and face increasing risk of covenant
breaches brought on by worse-than-expected operating performance
and increasingly restrictive covenants."

Standard & Poor's has public ratings on 128 retail and restaurant
issuers, with more than 40% rated in the 'B' category. The bulk of
these ratings are the result of leveraged buyouts and aggressive
debt-funded recapitalizations over the past few years.

"As operating income declines and credit-protection measures
weaken, headroom under many speculative-grade issuers' covenants
has narrowed," Ms. Lai said. "In many cases, the capital
structures of issuers in the 'B' category were put in place during
a very debtor-friendly environment, when liquidity was abundant
and credit terms were favorable."

Case studies for VICORP Restaurants Inc., Perkins & Marie
Callender's Inc., Caribbean Restaurants LLC., Real Mex Restaurants
Inc., Uno Restaurant Holdings Corp., Sagittarius Restaurants LLC,
MAPCO Express Inc., Oriental Trading Co. Inc., BCBG Max Azria
Group Inc., Mothers Work Inc., Roundy's Supermarket Inc., and El
Pollo Loco Inc. are included in the report.


* Speculative-Grade Firms Fall as Defaults Rise, S&P Article Says
-----------------------------------------------------------------
The U.S. rating population shifted back to an investment-grade
majority in July, said an article published by Standard & Poor's.  
The article -- which is titled "U.S. Ratings Distribution: A Swing
Back Toward Investment Grade (Premium)" -- says that currently,
speculative-grade firms account for 49.8% of the rated population
in the U.S., down from 50.1% in June and 51.2% at the end of 2007.

"The shift stems from an increase in defaults and movements to
'NR' as well as a slowdown in the number of new entities with a
speculative-grade rating," explained Diane Vazza, head of Standard
& Poor's Global Fixed Income Research Group. The nonfinancial
ratings distribution remains solidly speculative grade, with 63%
of entities rated speculative grade and 42% rated below 'BB-'.
Financials are predominantly investment grade at 87%. There are 54
(6.8%) financial entities rated below 'BB-'.

"The economy is expected to weaken in the coming quarters," Ms.
Vazza added, "so we expect rating actions and defaults to continue
to rise. Indeed, forward-looking credit metrics based on outlooks
and ratings on CreditWatch show that the percentage for firms with
a negative bias is elevated, which foretells of future downgrade
pressure." Currently, 35% of firms with a speculative-grade rating
and 18% of firms with an investment-grade rating have a negative
outlook or ratings on CreditWatch with negative implications. If
profits fall with the weaker economic environment, S&P foresees a
continued slide in credit quality, with downgrades outpacing
upgrades in both investment grade and high yield as well as an
increase in the trailing-12-month speculative-grade default rate
to 4.9% over the next 12 months.


* Bankruptcy Filings Up Two-Folds in July and August
----------------------------------------------------
The Deal indicates that bankruptcy filings of Debtors with
$10 million in assets or debts have doubled compared to last
years' figures.  

Data compiled by BankruptcyInsider.com has shown that at least
15 debtors with at least $10 million in assets or debts have filed
for Chapter 11 in the first 13 days of August alone, Ben Fidler of
The Deal reports.

Mr. Fidler adds that in July, 64 debtors with $10 million assets
or debts fell under the bankruptcy trap.

According to The Wall Street Journal, July was the hottest month
for bankruptcy filings since the new bankruptcy laws took effect
nearly three years ago.

The Journal, citing the Automated Access to Court Electronic
Records, says that in July, 5,664 businesses sought to liquidate
or restructure under bankruptcy protection, the highest monthly
total since Congress' overhaul of the Bankruptcy Code took effect
in October 2005.  AACER's data show that this is only the third
time in the past few years that the monthly total has topped
5,000, WSJ adds.

The Deal, citing BankruptcyInsider.com, says that there were nine
filings between Aug. 1 and Aug. 13 and a total of 21 during the
month of July.

The Deal relates that it was last summer that the first
bankruptcies connected to the subprime mortgage crisis were seen.  
There was Alliance Bancorp. (July 13, 2007), American Home
Mortgage Investment Corp. (Aug. 6, 2007), Homebanc Corp. (Aug. 9,
2007), Aegis Mortgage Corp. (Aug. 13, 2007), Sentinel Management
Group Inc. (Aug. 17, 2007) and First Magnus Financial Corp. (Aug.
21, 2007), all mortgage lenders, The Deal points out.

This summer, The Deal relates, the trouble has spread across all
types of sectors, from auto parts to restaurant owners to
homebuilders to retailers.  The largest, The Deal notes, include
Atlantis Plastics Inc. (Aug. 10), Ascendia Brands Inc. (Aug. 5),
Boscov's Inc. (Aug. 4), WCI Communities Inc. (Aug. 4), S&A
Restaurant Corp. (July 29), SemGroup LP (July 22), American Color
Graphics Inc. (July 15), and Syntax-Brillian Corp. (July 8).

July's new business bankruptcies marked a 57% increase from the
3,611 business filings in July 2007, WSJ points out.  

WSJ states that retail remains one of the hard-hit sectors, with
such companies as Steve & Barry's and Mervyn's LLC grabbing
headlines last month when they filed for bankruptcy. Smaller
retailers such as CMT America a, WSJ adds.

Chapter 11 filings, AACER's data show, continue to climb, WSJ
adds.  The 786 businesses and individuals who sought Chapter 11
protection last month is the highest monthly total so far this
year, a 12% increase from the 699 Chapter 11 filings in January,
WSJ indicates.

Now, according to The Deal, credit crisis isn't the only reason
that companies cite for their bankruptcy filings, other factors
include high price of gas and a drop in consumer spending.


* Bankruptcy Filings in W.D. North Carolina Up More than 11% in H2
------------------------------------------------------------------
Kirsten Valle of News & Observer (N.C.) reports that basing on
figures from the district bankruptcy administrator's office, there
were 3,122 bankruptcy filings in the Western District of North
Carolina from January through June, up more than 11 percent over
the same period last year.

Chapter 7 filings were up 17.5 percent the first six months of the
year, the report said.  Chapter 7 filings were up 34 percent the
first quarter even after a 2005 law made filing for bankruptcy
more difficult, according to the report.

The American Bankruptcy Institute's figures on bankruptcy at the
national level show filings were up more than 26 percent in the
first quarter this year over the same period last year.  

Data from the American Bankruptcy Institute further revealed that
business bankruptcies were up to 8,713 in the first quarter
nationwide, up almost 39 percent from the first quarter of 2007
and more than double the number of filings in the first quarter of
2006, according to the report.

Chip Ford, a partner in the bankruptcy practice at Parker Poe
Adams & Bernstein, told News & Observer that in Charlotte, more
and more recent cases have involved developers and homebuilders
who have filed for bankruptcy protection to prevent or delay
foreclosure.

Experts predict a continued rise in personal and business filings
this fall and into the next year or two, even if the economy
starts to turn around before then.


* Weil Gotshal Appoints Michael J. Lyle as Managing Partner  
-----------------------------------------------------------
Weil, Gotshal & Manges LLP appointed Michael J. Lyle as managing
partner of its Washington, D.C. office.  Mr. Lyle, who assumes the
managing partner title on Oct. 1, 2008, will continue to co-head
the firm's Products Liability and Mass Tort litigation practice.  

He is replacing David R. Berz, an authority on U.S. and
international environmental law, who is returning to full-time
duty as head of the firm's Environmental practice.  Mr. Berz also
will be devoting more time to his pro bono work and an expanding
role as head of the firm's Green Initiative.

"With [Mr.] Lyle, we have the ideal successor to [Mr.] Berz, who
has played a remarkable role in the progress of the Washington
office over many years," Stephen J. Dannhauser, Weil Gotshal
chairman, said.  "We are confident that Mike will be able to
continue our efforts to build and diversify our practice in
Washington."

Mr. Lyle has represented clients in a broad spectrum of industries
ranging from pharmaceuticals, genetic research, industrial
chemicals and automotive products to high performance fiber,
tires, electrical equipment and food products.

"I look forward to the opportunity to build on what David has
accomplished here, and to take Weil Gotshal's Washington presence
to the next level, in terms of our practices, our recruiting, and
our outstanding reputation for community service and commitment,"
Mr. Lyle commented.  "With the growth we've seen over just the
past couple of years, we believe this will be an exciting time for
Weil Gotshal in Washington."

In addition to his products liability and mass tort experience,
Mr. Lyle has provided advice and counsel in areas such as
congressional investigations, constitutional law, federal
procurement and contracts, and appropriations law and ethics, well
as corporate crisis management.

Weil Gotshal opened its Washington, D.C. office in 1975 as its
first domestic office outside of New York.  In addition to
Products Liability and Environmental attorneys, the office houses
lawyers focused in practice areas ranging from Antitrust and
Patent Litigation to International Trade, SEC Disclosure and
Securities Regulation, Bankruptcy and Commercial Litigation and
Tax.  Resident in the office are 30 partners and 80 attorneys
overall.  The office is the firm's second largest domestically.

                   About Weil Gotshal & Manges

Headquartered in New York, Weil Gotshal & Manges LLP  --
http://www.weil.com/-- is a law firm of 1,300 lawyers, including  
more than 300 partners.  Weil Gotshal has offices in Austin,
Beijing, Boston, Budapest, Dallas, Frankfurt, Hong Kong, Houston,
London, Miami, Munich, Paris, Prague, Providence, Shanghai,
Silicon Valley, Warsaw, Washington DC and Wilmington.


* Thompson Hine Adds Associates for BL and C&P Finance Practice
---------------------------------------------------------------
Catharine Zurbrugg and Nelson Crichton have joined the law firm
Thompson Hine LLP as associates in the firm's Cleveland office.
Mr. Zurbrugg joins the firm's Business Litigation practice group;
Mr. Crichton joins the firm's Commercial & Public Finance
practice.

Prior to joining Thompson Hine, Ms. Zurbrugg worked as an
associate at Orrick Herrington & Sutcliff LLP.  Her legal
experience includes auditor liability actions, bankruptcy
litigation, government and internal investigations, counseling
clients regarding electronic discovery issues and litigation of
complex commercial disputes.  She received her J.D. from New York
University School of Law and her B.A. in political science, summa
cum laude, from Mount Union College.  Ms. Zurbrugg is not admitted
to practice in Ohio and is currently admitted to practice only in
New York.

Mr. Crichton was an associate at Buchanan Ingersoll & Rooney.  His
legal experience includes syndicated loan transactions for both
real estate and asset-based transactions, public financing and
loan restructuring.  He has also been involved in the negotiation
of franchise agreements and the preparation of franchise
disclosure documents.  He received his J.D., cum laude, and his
B.A., magna cum laude, from The Ohio State University.  
Mr. Crichton is not admitted to practice in Ohio and is admitted
to practice only in Pennsylvania.

Headquartered in Cleveland, Ohio, Thompson Hine LLP --
http://www.thompsonhine.com/-- is a business law firm dedicated  
to providing service in areas as antitrust and trade regulation,
bankruptcy, securities, intellectual property, litigation, product
liability, and taxation.  With more than 400 lawyers, Thompson
Hine serves premier businesses worldwide.  Its clients include
financial institutions, governments, individuals, multinational
corporations, and not-for-profit organizations.  The firm has
offices in Atlanta, Brussels, Cincinnati, Cleveland, Columbus,
Dayton, New York and Washington, D.C.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/

Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Aug. 27-28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA 4th Annual Northeast Regional Conference
         Gideon Putnam Resort & Spa, Saratoga Springs, New York
            Contact: www.turnaround.org

Aug. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Arizona Chapter Mixer
         TBD, Phoenix, Arizona
            Contact: 623-581-3597 or www.turnaround.org

Sept. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Sept. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dallas / Fort Worth Restructuring Workshop
         Belo Mansion Dallas, Texas
            Contact: www.turnaround.org

Sept. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Lenders Forum
         TBD, Long Island, New York
            Contact: www.turnaround.org

Sept. 11-12, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Mid-America Regional Conference
         Oak Brook Hills Marriott Resort, Oak Brook, Illinois
            Contact: www.turnaround.org

Sept. 11-14, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross Border Conference
         Grand Okanagan Resort, Kelowna, British Columbia
            Contact: www.turnaround.org

Sept. 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC Views from the Bench
         Georgetown University Law Center, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 16-18, 2008
   ASSOCIATION OF INSOLVENCY &RESTRUCTURING ADVISORS
      2nd Annual Restructuring & Investing Conference
         Shanghai, China
            Contact: http://www.airacira.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: www.turnaround.org/

Sept. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Event - CFA/IWIRC/RMA/NJTMA/NYIC
      Maplewood Country Club, Maplewood, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Sept. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Chapter Lunch Program
         Nashville City Center, Nashville, Tennessee
            Contact: 615-850-8678 or www.turnaround.org

Sept. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Healthcare Industry Update - Panel Discussion
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Sept. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds: A View From US Trustees
         TBA, Syracuse, New York
            Contact: www.turnaround.org

Sept. 18-19, 2008
   AMERICAN CONFERENCE INSTITUTE
      Advanced Insolvency Law and Practice Conference
         Paris, France
            Contact: www.americanconference.com

Sept. 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow Workshop: An Overview
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: www.turnaround.org

Sept. 24-25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Florida Annual Golf Tournament
         Champions Gate Golf Club, Orlando, Florida
            Contact: 561-882-1331 or www.turnaround.org

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Case Study with Tom Kim, TMA Small Business of the Year
         Turnaround Award - TMA Arizona Chapter Meeting
            TBD, Phoenix, Arizona
               Contact: www.turnaround.org

Sept. 26, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Marriott Desert Ridge, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: www.turnaround.org/

Oct. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/UMKC Midwestern Bankruptcy Institute
         H. Roe Bartle Hall Convention Center, Kansas City
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         Standard Club, Chicago, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Charity Golf Event
         Forest Park Golf Course, St. Louis, Missouri
            Contact: www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Billiards Networking Night
         Herbert's Billiards, Secaucus, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Member Social
         Davenport Press, Mineola, New York
            Contact: 631-251-6296 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      View from the Bench - Bankruptcy Update
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      How to Contract with a Turnaround Manager
         University Club, Portland, Oregon
            Contact: www.turnaround.org

Oct. 22, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Nevada Award Night
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: www.turnaround.org

Oct. 23, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Election Oriented
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Oct. 23, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds: A Panel of Professionals
         TBA, Rochester, New York
            Contact: www.turnaround.org

Oct. 23-24, 2008
   AMERICAN CONFERENCE INSTITUTE
      Distressed Assets Boot Camp
         TBD, London, United Kingdom
            Contact: www.americanconference.com

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 29-30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Corporate Governance Meetings
         Marriott, New Orleans, Louisiana
            Contact: www.turnaround.org

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

Oct. 31, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Hilton, Frankfurt, Germany
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 6, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Coach House Diner & Restaurant, Hackensack, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 11, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         Marriott, Troy, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Case Study
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds:A View From Workout Consultants
         TBA, Buffalo, New York
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Social
         TBD, Melville, New York
            Contact: 631-251-6296 or www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         Tournament Players Club at Jasna Polana, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Nov. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Senior Housing & Long Term Care
         Washington Athletic Club,Seattle, Washington
            Contact: www.turnaround.org

Nov. 27, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Chris Kaup
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         Terminal City Club, Vancouver, British Columbia
            Contact: 503-768-4299 or www.turnaround.org

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

Dec. 8, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering
         TBD, Long Island, New York
            Contact: 631-251-6296 or www.turnaround.org

Dec. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         Washington Athletic Club, Seattle, Washington
            Contact: 503-768-4299 or www.turnaround.org

Dec. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         University Club, Portland, Oregon
            Contact: 503-768-4299 or www.turnaround.org

Dec. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         TBD, Phoenix, Arizona
            Contact: 623-581-3597 or www.turnaround.org

Dec. 31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Sponsorships - Annual Golf Outing, Various Events
         TBA, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Jan. 21-22, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 5-7, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Casurina, Grand Cayman Island, AL
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Valcon
         Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Beverly Wilshire, Beverly Hills, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 17-18, 2009
   NATIONAL ASSOCIATION OFBANKRUPTCY TRUSTEES
      NABT Spring Seminar
         The Peabody, Orlando, Florida
            Contact: http://www.nabt.com/

Apr. 20, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         John Adams Courthouse, Boston, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

Apr. 28-30, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

May 14-16, 2009
   ALI-ABA
      Chapter 11 Business Reorganizations
         Langham Hotel, Boston, Massachusetts
            Contact: http://www.ali-aba.org

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 15-18, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Dec. 2-4, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                   Featured Conferences

Renaissance American Management and Beard Conferences presents

Oct. 30-31, 2008
Physician Agreements & Ventures
The Millennium Knickerbocker Hotel - Chicago
Brochure will be available soon!

Nov. 17-18, 2008
Distressed Investing
The Helmsley Park Lane - New York
Brochure will be available soon!

                     *      *      *

Beard Audio Conferences presents

Bankruptcy and Restructuring Audio Conference CDs

More information and list of available titles at:
http://beardaudioconferences.com/bin/topics?category_id=BAR

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Sheryl Joy P. Olano, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***