TCR_Public/080821.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 21, 2008, Vol. 12, No. 199           

                             Headlines

ABSPOKE 2005: Fitch Downgrades 1 Class; Resolves Negative Watch
ACCESS MEDICAL: Case Summary & 20 Largest Unsecured Creditors
ACCUITY INC: Moody's Holds $66 Million Senior Loans' Rating at B1
ADELPHIA COMMS: Rigases Face New Tax Evasion Allegations
AEP INDUSTRIES: Moody's Rates $175 Million Senior Notes to B2

AFFINITY TECHNOLOGY: Case Summary & 17 Largest Unsecured Creditors
ALVAN MOTOR: To Auction All Assets Free And Clear of Interests
AMERICAN HOME: Chavezes File Motion to Lift Stay to Pursue Action
AMERICAN HOME: Watsons File Motion to Lift Stay to Pursue Action
AMERICAN HOME: To Pay Fraction of Bankruptcy Claims

ASARCO LLC: Wants to Hire Alvarez & Marsal as Testifying Experts
ASARCO LLC: Wants El Paso Natural Gas Claims Settlement Approved
ASARCO LLC: Wyoming Mining Claims Bar Date Set September 16
ASARCO LLC: Court Okays Appointment of Official Asbestos Committee
ALVAN MOTOR: U.S. Trustee Appoints Four Members to Creditors Panel

BAKERS FOOTWEAR: Reports $43.6 Million Net Sales in Second Quarter
BARBEQUES GALORE: Orange County Franchise Not Affected by Filing
BEAR STEARNS RMBS: S&P Cuts 17 Ratings on Nine 2004 Alt-A Deals
BECKY SUE'S: Voluntary Chapter 11 Case Summary
BONNIE SKUFCA: Case Summary & 20 Largest Unsecured Creditors

BOSCOV'S INC: Taps KPMG LLP as Bankruptcy Accountants and Auditors
BOSCOV'S INC: Wants to Hire Lehman Brothers as Investment Bankers
BOSCOV'S INC: Wants Lease Decision Period Extended Until March 2
BRIARWOOD RETIREMENT: Case Summary & Largest Unsecured Creditors
BUILDING MATERIALS: Fitch Downgrades Issuer Default Rating to B-

CABLEVISION SYSTEM: Fitch Says B+ ID Rating Unaffected by Dividend
CABLEVISION SYSTEM: Fitch Says B+ ID Rating Unaffected by Dividend
CARDIAC MANAGEMENT: Wants to Hire Valerio & Raimondi as Accountant
CARDIAC MANAGEMENT: Trustee Appoints 3 Members to Creditors Panel
CD COMMERCIAL: Fitch Places $16.5MM Class on Rating Watch Negative

CENTILLIUM COMMS: Transfers Common Stock to Nasdaq Capital
CENTURY FIELDS: Case Summary & 20 Largest Unsecured Creditors
CHARLES & COLVARD: Faces Delisting From NASDAQ Global Select Stock
CHRYSLER LLC: DBRS Junks Issuer Rating to CCC, Trend Now Negative
CMT AMERICA: U.S. Trustee Appoints Five Members to Creditors Panel

CONGOLEUM CORP: New Plan Gives Fair Treatment to Asbestos Claims
COREL CORP: S&P Says 'B' Rating Still on CreditWatch Negative
COUDERT BROTHERS: Court to Sign Order Confirming Bankruptcy Plan
COUNTS TRUST: Fitch Junks $50MM Trust Certs Series 2004-1 to CCC
CTX CDO I: S&P Lowers Ratings on 4 Classes to BB, B

CWABS TRUST: S&P Junks Ratings on Class M-6, B-1 Securities
DAIMLERCHRYSLER FINANCIAL: DBRS Removes Ratings from Review
DEL MONTE: Fitch Affirms BB Issuer Default Rating; Outlook Stable
DELPHI CORP: Plans to Cut 19% Electronics Division Jobs in U.S.
DELTA FINANCIAL: Jasper Dockery Wants Automatic Stay Modified

DEPAUW BETA: Voluntary Chapter 11 Case Summary
EAGLE CREEK: Wants to Employ Stubbs & Perdue as Bankruptcy Counsel
EAU TECHNOLOGIES: June 30 Balance Sheet Upside-Down by $7,140,982
EMPRESA GENERADORA: Fitch Affirms B- Issuer Default Ratings
FANNIE MAE: Investors Say Bailout Inevitable

FLEETWOOD INC: Moody's Rates Corporate Family at Caa3
FORD MOTOR: DBRS Confirms B Issuer Rating, Trend Changed to Neg
FOUR WINDS: Case Summary & 10 Largest Unsecured Creditors
FRANKLIN BANK: Faces Delisting Due to Form 10-Q Filing Delay
FREDDIE MAC: Investors Say Bailout Inevitable

FRED LEIGHTON: Inks Stipulation on $10.5 Million Sale of Brooch
FRED LEIGHTON: Gets Fifth Interim Order on Use of Cash Collateral
FRED LEIGHTON: May Hire Herrick Feinstein as Bankruptcy Counsel
FRED LEIGHTON: Court OKs Blank Rome as Counsel to Creditors' Panel
FRIENDSHIP VILLAGE: Fitch Cuts $80.5 Million Revenue Bonds to BB-

GENERAL MOTORS: DBRS Cuts Issuer Rating to B, Trend Now Negative
GLACIER FUNDING: Fitch Downgrades 4 and Affirms 1 Class of Notes
GREEKTOWN CASINO: Parties Balk at June 2009 Plan-Filing Extension
GREEKTOWN CASINO: Can Employ Ernst & Young as Auditors
GSMPS MORTGAGE TRUST: S&P Lowers 2005-LT1 Class B-2 Rating to 'D'

GUGGENHEIM STRUCTURED: Fitch Affirms BB Rating on $10MM Class F
HAWAIIAN TELECOM: Liquidity Concerns Cue S&P to Junk Ratings
HEADWATERS INC: S&P Affirms 'B+' Credit Rating, Outlook Neg
HEMOSOL CORP: Court OKs Amended Plan; Taps Catalyst Fund's Support
HINES HORTICULTURE: Files for Bankruptcy, Gets $62.3 Mil. DIP Loan

HINES HORTICULTURE: Case Summary & 30 Largest Unsecured Creditors
INDEPENDENT OPTICAL: Unsecured Creditors Get $400,000 From Sale
INDYMAC INDX: Moody's Junks 97 Class Tranches' Ratings
INT'L RECTIFIER: Gets $21 Per Share Unsolicited Bid from Vishay
INT'L RECTIFIER: S&P Says 'BB' Corp. Credit Rating on Watch Neg

JAMES ESCUDERO: Case Summary & 17 Largest Unsecured Creditors
KNIGHT INC: Non-Cash Charges No Effect on S&P's 'BB' Ratings
LENOX STREET: S&P Affirms BB Ratings for 3 Classes of Securities
LINENS N THINGS: Five More Stores Out of Closing List
LINENS N THINGS: Wants to Close 28 More Stores & Conduct GOB Sales

MAGNA ENTERTAINMENT: Posts $21.2 Million Net Loss in 2008 2nd Qtr.
MD PROMENADE: Voluntary Chapter 11 Case Summary
MICROMET INC: Posts $8.6 Million Net Loss in 2008 Second Quarter
MIRABILIS VENTURES: Forfeiture Case May Halt Reorganization
MISTRAL PHARMA: Proposes Investment of New Funds Under BIA

MORGAN STANLEY TRUST: S&P Affirms BB, B Ratings on Six Classes
NORTHWALL FUNDING: Fitch Cuts & Removes 4 Classes from Watch Neg.
NORTH STREET: Fitch Junks Rating for $40 Million Class B Notes
PEABODY ENERGY: Fitch Affirms Issuer Default Rating at BB+
PIERRE FOODS: May File Assets and Debts Schedules Until Sept. 15

PREMD INC: Posts C$1,318,000 Net Loss in Quarter ended June 30
PROXYMED INC: Gets Final OK to Use Laurus' $2.9 Million DIP Loan
RADIO SYSTEMS: S&P Affirms 'B' Corp. Rating; Outlook Stable
RALPH PINNER: Voluntary Chapter 11 Case Summary
RAMP TRUST: S&P Drops 2002-RZ2 Trust Class M-3 Rating to 'D'

RENE POIRIER: Voluntary Chapter 11 Case Summary
RIVERTON APARTMENTS: S&P Puts 6 CMBS Ratings on Watch Neg
RG SUMMIT: Wants to Employ Boyd-Veigel as Bankruptcy Counsel
ROBECO CDO: S&P Lowers Class B-2 Rating to 'B+'
S & A RESTAURANT: Franchisees Mull Bid for Certain Closed Stores

S & A RESTAURANT: Trustee Wants GE Capital Sales Deal Approved
S & A RESTAURANT: MeadowBrook's Pursues $2.76MM Admin. Claim
SAM SELTZERS: Court Okays Stitchter Riedel as Bankruptcy Counsel
SBARRO INC: Posts $5.0 Million Net Loss in 2008 Second Quarter
SHARPER IMAGE: Court Approves $500MM Settlement with Creditors

SHARPER IMAGE: Court Approves Hiring of DJM/Hilco as Consultant
SHARPER IMAGE: States Object to Hilco/GB, Panel Letter Agreement
SIRIUS XM: S&P Removes 'CCC+' Corp. Credit Rating from Watch
SOURCE MEDIA: Moody's Holds $108 Mil. Senior Loans Rating at B1
STARTS SERIES 2005-14: Fitch Says Rating Watch Treated as CCC+

STRUCTURED ASSET: Moody's Rates Five Class Certificates at Low-B
THINKENGINE NETWORKS: June 30 Balance Sheet Upside-Down by $1.4MM
TOUSA INC: Court Names Bernstein Liebhard as Class Action Counsel
TOUSA INC: Parties Balk at HSBC's Request to Move Challenge Period
TOUSA INC: Withdraws Request to Pool Cash Collateral Order Appeals

TUPPERWARE BRANDS: S&P Raises Rating to 'BB+'; Off Watch
VERASUN ENERGY: S&P Says Plant Start-Up No Impact on B+ Ratings
VERTIS HOLDINGS: Files Supplements to Joint Prepackaged Plan
VERTIS HOLDINGS: Wants FTI Consulting as Financial Advisors
VERTIS HOLDINGS: Wants to Hire Deloitte & Touche as Auditors

VERTIS HOLDINGS: Taps KPMG LLP as Tax Consultants
VISHAY INTERTECH: Presents $21 per Share Bid for Int'l Rectifier
VISHAY INTERTECH: S&P Places 'BB' Ratings on CreditWatch Negative
WALDEN RESERVE: Bankruptcy Court Sets October 1 as Claims Bar Date
WALDEN RESERVE: Creditors' Committee Taps Spencer Fane as Counsel

WALDEN RESERVE: Seeks Authority to Pay Postpetition Salaries
WAVE SYSTEMS: Fails to Comply With Market Value Rule
WELLMAN INC: June 30 Balance Sheet Upside-Down by $218 Million
WHITEHALL JEWELERS: Resolves Disputes Over Consignment Goods

* S&P Article Examines Correlation Between Distress and Default
* S&P Report Explores What Cash, CDS Say on Default Expectations
* S&P Says Charge-Offs for Credit Card Trusts Inched Up in June
* S&P: Rough Road, Tough Choices Ahead for Financial Institutions
* S&P Says 43 Entities Poised for Fallen Angel Risk

* Private Equity Reaches for the Gold, S&P Article Says
* DBRS Issues Rating Actions During the Week of Aug. 11, 2008

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ABSPOKE 2005: Fitch Downgrades 1 Class; Resolves Negative Watch
---------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative one class of notes issued by ABSpoke 2005-XA Ltd.  These
rating action is effective immediately:

  --$30,000,000 variable floating-rate notes to 'CC' from 'A-'.

Fitch's rating action reflects the significant collateral
deterioration within the reference portfolio, specifically
subprime residential mortgage-backed securities and Alternative-A
RMBS.

ABSpoke 2005-XA is a partially funded static synthetic structured
finance collateralized debt obligation that closed on Oct. 27,
2005.  Presently 14.3% of the reference portfolio is comprised of
2005 vintage U.S. subprime RMBS and 6.5% is comprised of 2005
vintage U.S. Alt-A RMBS.

Since November 2007, approximately 58.1% of the reference
portfolio has been downgraded with 2.6% of the reference portfolio
currently on Rating Watch Negative.  Additionally, 61.5% of the
portfolio is now rated below investment grade, of which 24.8% is
rated 'CCC+' and below.  Fitch notes that, overall, 49% of the
assets in the reference portfolio now carry a rating below the
rating it assumed in November 2007.  The negative credit migration
experienced since the last review in November 2007 has resulted in
the weighted average rating factor deteriorating to 'B+/B' from
'BB+/BB'.

The 17.7% attachment point of the rated note currently falls below
the 'CCC' rating loss rate.  In addition, there have been two
credit events officially declared as of the July 17, 2008, trustee
report. Both of the credit events are Writedown Fixed Loss Credit
Events in connection with the June 2008 distribution date. The
First Loss Amount of the capital structure is reduced by the
amount of the losses, and thus the credit enhancement for the
rated note decreases.  Still, the rated note continues to receive
interest as the premium payments from the swap counterparty,
Morgan Stanley Capital Services (rated 'AA-/F1+' with a Negative
Outlook by Fitch), are still received by the transaction.

The Rating Watch removal reflects Fitch's belief that further
negative migration in the portfolio will have a lesser impact on
the class.  Additionally, Fitch is reviewing its SF CDO approach
and will comment separately on any changes and potential rating
impact at a later date.

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

Fitch will continue to monitor and review this transaction for
future rating adjustments.


ACCESS MEDICAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Access Medical Group, P.C.
        707 Westchester Avenue Suite 110
        White Plains, NY 10604

Bankruptcy Case No.: 08-23175

Chapter 11 Petition Date: August 19, 2008

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Joseph M. Gitto, Esq.
                  (jgitto@nixonpeabody.com)
                  Nixon Peabody LLP
                  437 Madison Avenue
                  New York, NY 10022
                  Tel: (212) 940-3134
                  Fax: (866) 887-1961

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

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

Debtor's list of its 20 largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
MDX Medical Management             Services            $3,600,000
59 Windsor Highway
New Windsor, NY 12553

Dechert LLP                        Legal Services      $1,171,605
P.O. Box 7247-6643
Philadelphia, PA 19170-6643

Heller, Horowitz & Feit, P.C.      Legal Services        $413,688
Madison Avenue
New York, NY 10017

Dukla Realty                                             $201,319

Putnam Hospital Center                                   $133,424

Priority Healthcare                                      $129,462

Oncology Supply                    Goods                 $121,302

Prolabs                            Diagnostic Testing     $99,373

Reckson Operating Partnership                             $68,808

Athena Health                                             $68,378

Golenbock, Eiseman, Assor          Legal Services         $44,295
Bell & Peskoe LLP

AETNA - Middletwon                                        $40,000

Susan Vosko                                               $35,060

Tarshis, Catania, Liberth,                                $34,560
Mahon, Milligram

Aetna - Chicago                                           $33,805

IKON                                                      $24,114

Purchase Power                                            $22,845

Medi Transport Services Inc.                              $21,578

PAETEC Communications                                     $19,199

Goldstein Karlewicz and                                   $18,808
Goldstein LLP


ACCUITY INC: Moody's Holds $66 Million Senior Loans' Rating at B1
-----------------------------------------------------------------
Moody's Investors Service confirmed all the credit ratings of
Source Media Inc. and Accuity Inc. while changing the companies'
rating outlooks to negative.  These actions conclude the review
for possible downgrade initiated on May 30, 2008.

Moody's confirmed these ratings of Source Media Inc.:

  -- $30 million senior secured revolver due 2009, B1/LGD 3 (to
      34% from 35%)

  -- $88.3 million senior secured term loan B due 2010, B1/LGD 3
     (to 34% from 35%)

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B2

Moody's confirmed these ratings of Accuity Inc.:

  -- $5 million senior secured revolver due 2009, B1/LGD 3 (to   
     34% from 35%)

  -- $61.6 million senior secured term loan B due 2010, B1/LGD 3
     (to 34% from 35%)

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B2

The negative outlooks reflect industry-wide trends in the US
mortgage and credit markets and Moody's concern that current
conditions could be protracted and lead to further declines in
revenue generated from financial services customers, the
companies' primary end market.  Solid performance by Accuity's
compliance and data products has only partially offset the
significant shortfall realized in the last several quarters by
Source Media, the larger of the two companies in terms of revenue.

The B1 Corporate Family Ratings and B2 Probability of Default
Ratings continue to reflect the high margins and stability of the
Accuity business, the brand value of the "American Banker" and
"The Bond Buyer" publications, the diversity of the companies'
products, and Moody's expectation that the companies' liquidity
profile will be adequate over the near term.  On June 10, 2008,
the covenants under the senior secured credit facility were
amended for the remainder of 2008 and all of 2009.  While
financial flexibility has improved as a result of the amendment,
the related increase in the facility's pricing further pressures
cash flow.  Management has implemented significant cost
containment measures and, as a result, Moody's projects free cash
flow to remain positive in 2008 and interest coverage to be solid
for the rating category, despite very high leverage.  However, any
shortfall in revenue, margins or cash flow as compared to
management's revised forecast could lead to a downgrade.

Source Media and Accuity are both headquartered in New York City
and are leading providers of information, data, and tools for
professionals in the financial services and related technologies
markets.  Investcorp owns 100% of both companies.  Combined
revenues for the twelve month period ended June 30, 2008 were $195
million.


ADELPHIA COMMS: Rigases Face New Tax Evasion Allegations
--------------------------------------------------------
Fresh tax evasion charges were brought to the U.S. District Court
of the Middle District Court of Pennsylvania against former
Adelphia Communications Corp. founder John Rigas and his son,
Timothy, according to Bloomberg News.

Under the Pennsylvania charges, the Rigases are accused of
"evad[ing] and caus[ing] other members to fail to report more
than $1.85 billion on federal tax returns," Bloomberg notes.  If
convicted, the Rigases can be sentenced to five years in prison.

The Pennsylvania complaint is under District Judge John Jones
III.

The Rigases were previously sentenced by a New York court to
serve prison time for securities fraud and conspiracy in
Adelphia, Bloomberg notes.  They are currently serving jail time
in a low-security prison in North Carolina.

                      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).


AEP INDUSTRIES: Moody's Rates $175 Million Senior Notes to B2
-------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of AEP Industries Inc. to B1 from Ba3.  Additional instrument
ratings are detailed below.  Moody's also placed the company's
long term debt ratings on review with direction uncertain pending
the outcome of the proposed acquisition.

Moody's took these rating actions for AEP:

  -- Downgraded the $175 million senior notes, due 2013, to B2
    (LGD 4, 69%) from B1 (LGD 4, 69%)

  -- Downgraded the Corporate Family Rating to B1 from Ba3

  -- Downgraded the Probability of Default Rating to B1 from Ba3

All ratings were also placed under review with direction
uncertain.

The downgrade reflects the deterioration in the company's credit
statistics and Moody's belief that they are unlikely to return to
a level consistent with the previous rating category over the
intermediate term.  The company's operating performance has
deteriorated over the last twelve months due to rising resin
prices and adverse operating and competitive conditions.  Despite
management actions to increase product prices and reduce costs,
Moody's believes that a slowing North American economy and
competitive industry conditions will likely prevent AEP from
improving credit statistics to a level consistent with the
previous rating category over the intermediate term.

The review direction uncertain follows the company's announcement
that it had entered into an asset purchase agreement to purchase
certain assets from Atlantis Plastics Inc. for $87 million in cash
plus the assumption of certain liabilities.  The transaction is
expected to be financed with cash on hand and availability under
its $125 million asset backed revolving credit facility, but is
likely to be largely debt financed.  The acquisition is still
subject to the bidding process and, if successful, is not expected
to be completed until October 2008.

Moody's review will focus on the anticipated synergies and related
costs for the acquisition, the company's capacity for debt
reduction over the near term, and projected liquidity following
the transaction.  AEP's ability to close redundant facilities,
reduce the initial purchase price with working capital adjustments
and achieve cost savings in the near term will factor into the
review.  The viability of projected results and the immediate
impact of the transaction on credit statistics will also be
considered.  At most, Moody's anticipates that any downgrade of
the corporate family rating would be limited to one rating notch,
but the ratings could be confirmed if the transaction does not
cause significant deterioration to credit statistics over the near
term.

AEP Industries Inc. is a producer of polyethylene, polyvinyl
chloride and polypropylene flexible packaging products for the
transportation, beverage, food, automotive, pharmaceutical,
chemical, electronics, construction, agriculture and textile
industries.  Headquartered in South Hackensack, N.J., AEP had
consolidated revenues of approximately $835 million for the twelve
months ended April 30, 2008.


AFFINITY TECHNOLOGY: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Affinity Technology Group, Inc.
        1310 Lady Street, Suite 601
        Columbia, SC 29201

Bankruptcy Case No.: 08-04979

Type of Business: The Debtor provides financial services.
                  See: http://www.affi.net/

Chapter 11 Petition Date: Aug. 19, 2008

Court: District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: G. William McCarthy, Jr., Esq.
                   (bmccarthy@mccarthy-lawfirm.com)
                  1715 Pickens St.
                  P.O. Box 11332
                  Columbia, SC 29211-1332
                  Tel: (803) 771-8836
                  http://mccarthy-lawfirm.com/

Total Assets: $9,455

Total Debts:  $4,975,278

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

            http://bankrupt.com/misc/scb08-04979.pdf


ALVAN MOTOR: To Auction All Assets Free And Clear of Interests
--------------------------------------------------------------
The Hon. Daniel S. Opperman of the United States Bankruptcy Court
for the Eastern District of Michigan authorized Alvan Motor
Freight Inc. to auction all of its equipment, free and clear of
liens and interest.

The sale may take place by Nov. 5, 2008; if expedited, it will
occur on Oct. 20, 2008.

The auction is expected to generate at least $6,991,660 in net
proceeds, which is net of:

   -- a commission of 12%;
   -- refurbishing costs of $100,000, and
   -- title documentation costs of $80,340.

After the payment of net proceeds, all excess of gross sale
proceeds of $8,150,000 will be split 80% to the Debtor's estate
and 20% to Ritchie Bros. Auctioneers (America) Inc.

As part of the transaction, Ricthie Bros. will pay about
$3,000,000 with interest at prime plus 2% for distribution to
secured creditors General Electric Credit and National City Bank.  
Specifically, Ricthie Bros. will pay $2,138,241 to National City
and $861,759 to GECC.

The Debtor's secured creditors asserted first, valid and perfected
security interest against the Debtors' assets.

A full-text copy of Ritchie Bros.'s contract to auction is
available for free at:

         Part one  : http://ResearchArchives.com/t/s?30f5
         Party two : http://ResearchArchives.com/t/s?30f6

                         About Alvan Motor

Based in Kalamazoo, Michigan, Alvan Motor Freight, Inc. and
affiliate VZSG, LLC -- http://www.alvanmotor.com/-- provides    
transportation services.  The companies filed for Chapter 11
protection on June 29, 2008 (Bankr. E.D. Mich. Case Nos. 08-21909
and 08-21904).  Dennis M. Haley, Esq. represents the Debtors in
their restructuring efforts.  Samuel D. Sweet, Esq. was appointed
as the Chapter 11 Trustee in the Debtors' cases.  When the Debtors
filed for protection from their creditors, they listed total
assets of $22,193,000 and total liabilities of $19,545,000.

                             *   *   *

On Aug. 8, 2008, the Court converted the Debtor's Chapter 11 case
to a Chapter 7 liquidation proceeding.  


AMERICAN HOME: Chavezes File Motion to Lift Stay to Pursue Action
-----------------------------------------------------------------
Thomas J. and Sara A. Chavez entered into a re-financing with
non-Debtor American Home Loans for $1,779,775, for their primary
residence located at Dana Point, California.

Soon after, the Chavezes discovered a material discrepancy
between a federal truth-in-lending disclosure statement and
adjustable rate note rider, and a deed of trust drafted by The
Escrow Forum, in connection with the re-financing.

William D. Sullivan, Esq., at Sullivan Hazeltine Allison LLC, in
Wilmington, Delaware, relates that when Sterling Eagle Mortgage
Investment Company, LLC, took over as the loan servicer for the
Chavezes' re-financing, it fraudulently obtained the Chavezes'
signatures on an Adjustable Rate Note, to conform with the
inaccurate Deed of Trust.

Subsequently, American Home Mortgage Investment Corp. and its
debtor-affiliates notified the Chavezes that they were
replacing Sterling as loan servicer, effective on February 1,
2007.  That same day, Mr. Sullivan relates, the Debtors increased
the Chavezes' monthly payment from $297, to $1,029.  The Debtors
also issued an inaccurate ARM adjustment, and a past due notice,
which is a clear violation of the Truth-in-Lending Act, Mr.
Sullivan points out.

The Debtors issued the Chavezes (i) a default notice on May 17,
2007, and (ii) an incorrect "ARM Adjustment Notification."

In exchange for the Debtors' agreement to reinstate the original
and correct loan terms, the Chavezes made accurate monthly
payments to the Debtors, for a cumulative amount of $11,191,
Mr. Sullivan tells the Court.

After the Petition Date, the Debtors informed the Chavezes that
they were initiating a non-judicial foreclosure proceeding on the
Chavezes' property.  Consequently, the Chavezes filed a complaint
against the Debtors in the Superior Court for the County of
Orange, California, seeking declaratory relief and permanent
injunction to enjoin foreclosure.  The State Court subsequently
restrained the Debtors from proceeding with their intention to
foreclose.

Against this backdrop, the Chavezes ask the U.S. Bankruptcy Court
for the District of Delaware to:

   -- lift the stay to allow them to pursue the State Action; and

   -- limit the scope of notice upon counsel for (i) the Debtors,
      (ii) the United States Trustee, (iii) all official
      committees, and (iv) the DIP Lenders.  They asserted that
      given the size of the master service list in the Debtor's
      Chapter 11 cases, notice by mail of their Late Claim Motion
      on all parties-in-interest would be prohibitively
      expensive.

                  Debtors Reserve Their Rights

The Debtors tell Judge Christopher Sontchi that they do not oppose
or object to the Chavezes' requests.  However, they do not agree
with many of the allegations and statements in their requests.  
Accordingly, the Debtors state that their decision not to oppose
the request will not be construed to be an admission of any
statement or allegation made by the Chavezes.

                      About American Home

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

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

(American Home Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).    


AMERICAN HOME: Watsons File Motion to Lift Stay to Pursue Action
----------------------------------------------------------------
Mark and Kelly Watson ask the U.S. Bankruptcy Court for the
District of Delaware to lift the automatic stay, imposed by
Section 362(a) of the Bankruptcy Code, to permit them to initiate
a lawsuit against American Home Mortgage Investment Corp. in the
Superior Court of Pierce County, Washington.

The complaint arises from the Debtors' alleged violation of the
Watsons' rights under (i) the Consumer Protection Act, (ii) the
Truth in Lending Act - Regulation Z of the Federal Reserve Board,
(iii) the Real Estate Settlement Procedures Act, (iv) the
Consumer Loan Act, and (v) the Mortgage Broker Practices Act.

East Bay Mortgage, Inc., approved a loan made by the Watsons on
April 19, 2006, for their property located at 3804 Olsen Street,
Gig Harbor, Washington.  Nevertheless, the Watsons discussed
financing options with Liana Miller, an agent of the Debtors.  
Ms. Miller informed the Watsons that the Debtors could beat the
terms of the East Bay Mortgage.

The Debtors and Ms. Miller engaged in a series of deceptive and
fraudulent acts all intended to induce the Watsons to secure
financing with them, rather than East Bay Mortgage, Daniel K.
Hogan, Esq., at The Hogan Firm, in Wilmington, Delaware, tells
the Court.  Consequently, the Watsons decided to obtain
re-financing from the Debtors for $1,264,079, which turned out to
be significantly less advantageous than the terms they had
negotiated with East Bay Mortgage, Mr. Hogan relates.

Unknown to the Watsons, in August, 2007, the State of Washington
Department of Financial Institutions -- which regulates mortgage
lenders in Washington -- issued the Debtors a temporary order to
cease and desist, including accepting applications for
residential first or secondary mortgage loans or home equity
lines of credit, and from advertising its wholesale and retail
businesses in Washington.

After the Petition Date, an investigation made by the Department
led to the discovery that the Debtors, among other things, had
employed misleading, fraudulent, and unfair schemes to deceive
their customers, Mr. Hogan notes.  The Watsons subsequently filed
the Complaint after the discovery.

Mr. Hogan asserts that as a result of the Debtors' bankruptcy
cases, the Watsons are prevented from initiating the State Court
Action due to the automatic stay.  Additionally, the Debtors
failed to notify the Watsons of their claims bar date, Mr. Hogan
adds.

Mr. Hogan argues that the Watsons are entitled to relief from the
automatic stay since their right to petition for redress of their
grievances would not be adequately protected if the stay is to
remain in full force and effect, and the Debtors will not be made
to answer for their alleged tortuous and negligent acts.

            Watsons Seek Permission to File Late Claim

The Watsons also seek the Court's permission to file a late claim
in the Debtors' Chapter 11 cases, because they were not aware of
the bankruptcy filing.  According to Mr. Hogan, the Watsons did
not receive actual notice of the Debtors' bar dates.

Permitting the Watsons to file their claim late have no impact on
the Debtors' bankruptcy proceedings, and will not impact their
Plan of Reorganization process, as no Plan has been filed yet,
Mr. Hogan asserts.

Meanwhile, the Watsons sought and obtained the Court's permission
to limit the scope of notice upon counsel for (i) the Debtors,
(ii) the United States Trustee, (iii) all official committees,
and (iv) the DIP Lenders.  They asserted that given the size of
the master service list in the Debtor's Chapter 11 cases, notice
by mail of their Late Claim Motion on all parties-in-interest
would be prohibitively expensive.

                      About American Home

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

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

(American Home Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).    


AMERICAN HOME: To Pay Fraction of Bankruptcy Claims
---------------------------------------------------
According to ABIWorld.org, American Home Mortgage Investment
Corp., said that it will pay unsecured creditors no more than 5.9
cents on the dollar as it liquidates assets.
  
Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a
mortgage real estate investment trust engaged in the business of
investing in mortgage-backed securities and mortgage loans
resulting from the securitization of residential mortgage loans
originated and serviced by its subsidiaries.

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

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


ASARCO LLC: Wants to Hire Alvarez & Marsal as Testifying Experts
----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Alvarez & Marsal, LLC, as special purpose testifying experts to
ASARCO's bankruptcy counsel, Baker Botts L.L.P., in connection
with the claim filed by Rinker Materials South Central, Inc.,
against ASARCO.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
tells the Court that his firm has an immediate need for A&M's
expert consulting services in connection with evaluating ASARCO's
liability, if any, for the claim filed by RMSC.

As special purpose testifying experts, A&M will:

   (i) assist Baker Botts in interpreting and understanding the
       large volume of accounting data that Baker Botts has
       received from RMSC, Ready Mix, and other related parties,
       including understanding the cost and profit margins
       associated with mining at the Tennessee quarries and
       mines; and calculating an appropriate damages amount; and

  (ii) build a cost to cover damages model and discount Ready
       Mix's damages model to present value.

ASARCO will pay A&M according to its customary hourly rates;
provided that the total compensation for the engagement will not
exceed $250,000:

   Professional               Hourly Rate
   ------------               -----------
   Managing Director             $550
   Other professionals       $200 to $550  

A&M will also be reimbursed of its necessary, reasonable out-of-
pocket expenses incurred in providing the services.

Quentin L. Mimms, managing director of Alvarez & Marsal, assures
the Court that his firm neither holds nor represents interests
adverse to the Debtors and their estate with respect to the
matters for which it is to be employed.  A&M is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b), he adds.

                         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.  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).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  (ASARCO Bankruptcy
News, Issue No. 79; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Wants El Paso Natural Gas Claims Settlement Approved
----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates, having reached an agreement
with El Paso Natural Gas Company to resolve EPNG's claims, asks
the U.S. Bankruptcy Court for the Southern District of Texas to
approve their settlement agreement.

Jack L. Kinzie, Esq., at Baker Botts, L.L.P., in Dallas, Texas,
informs the Court that EPNG provides ASARCO with natural gas
pipeline transmission services to ASARCO'S facilities in El Paso,
Texas, and Hayden, Arizona.  ASARCO's contracts with EPNG were in
dispute in a proceeding before the Federal Energy Regulatory
Commission along with numerous other similar EPNG contracts with
other parties.  FERC issued an order regarding the dispute on
March 20, 2006, and settlement discussions and settlement
proposals continued thereafter.

In 2002, ASARCO and many other El Paso Shippers were part of a
Capacity Allocation Proceeding.  The FERC ruling resulted in
ASARCO being allocated more pipeline capacity under its shipping
contracts than it needed.  However, the FERC ruling also provided
that the excess capacity was not chargeable to ASARCO for a
number of years, and so ASARCO essentially had a "free ride" on
the excess, unneeded volumes until just recently, Mr. Kinzie
recalls.

EPNG filed Claim No. 10874 against ASARCO and asserted a secured
claim in the amount of $675,716, and an unsecured claim in the
amount of $749,142.

The settlement provides that:

   * ASARCO agrees that EPNG will keep the net gas imbalance that
     was frozen as of November 30, 2005, totaling 22,828 Dth;

   * ASARCO agrees that EPNG will keep the current prepetition
     deposit of $73,998;

   * EPNG agrees to accept the deposit as complete payment and
     satisfaction for any prepetition unpaid invoiced dollars
     ASARCO owed to EPNG;

   * EPNG will withdraw its Claim with prejudice, and will be
     allowed to retain any and all amounts determined to be owed
     by EPNG to ASARCO attributable to prepetition periods;
     
   * EPNG and ASARCO agree to terminate all current  
     transportation contracts;  

   * ASARCO agrees to pay a cash deposit of $214,263 as credit
     assurance required by EPNG's Tariff for a new Arizona
     Contract; and

   * ASARCO agrees to pay EPNG any outstanding postpetition
     invoices, including late charges owed under the
     current contracts.  EPNG agrees to pay ASARCO any
     refunds that are due arising from postpetition activity.
     ASARCO agrees to pay the monthly invoices for the new
     Transport Service Agreement pursuant to the terms of its   
     FERC Gas Tariff.  ASARCO will pay or receive any amounts
     owed by it to EPNG or owed to it from EPNG attributable to
     the period after the date the Petition was filed.

                         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.  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).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  (ASARCO Bankruptcy
News, Issue No. 79; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Wyoming Mining Claims Bar Date Set September 16
-----------------------------------------------------------
A Sept. 16, 2008 claims filing deadline is set for non-
governmental creditors of Wyoming Mining and Milling Company, Alta
Mining and Development Company, Tulipan Company, Inc., Blackhawk
Mining and Development Company, Peru Mining Exploration and
Development Company, and Green Hill Cleveland Mining Company.

Governmental creditors have until Oct. 21, 2008, to file
claims against Wyoming Mining, et al.

Holders of intercompany claims against Wyoming Mining, et al.,
are not required to file a proof of claim by the Bar Date.  
Creditors who have filed a claim against Wyoming Mining, et al.,
before the Bar Date need not re-file those claims.

Creditors holding claims against more than one of the Subsidiary
Debtors must file a separate proof of claim with respect to each
debtor.

                         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.  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).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  (ASARCO Bankruptcy
News, Issue No. 79; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                       
ASARCO LLC: Court Okays Appointment of Official Asbestos Committee
------------------------------------------------------------------
At the behest of ASARCO LLC and its debtor-affiliates, the U.S.
Bankruptcy Court for the Southern District of Texas directed the
U.S. Trustee for Region 7 to appoint an official committee of
asbestos claimants.

The Asbestos Panel is expected to represent the class of creditors
with asbestos-related claims against ASARCO LLC, Lac d'Amiante du
Quebec Ltee, Lake Asbestos of Quebec, Ltd.; LAQ Canada, Ltd.,
CAPCO Pipe Company, Inc., and Cement Asbestos Products Company.

The Official Committee of Unsecured Creditors for the Subsidiary
Debtors already serves in this capacity with respect to creditors
asserting asbestos claims against the Asbestos Debtors.  The
Debtors asked the Court to direct the U.S. Trustee to appoint the
current members of the Asbestos Subsidiary Committee and three
new members, who have direct asbestos-related premises liability
claims against ASARCO, to represent the entire class of asbestos
creditors with asbestos claims against the Debtors.

James R. Prince, Esq., at Baker Botts, LLP, in Dallas, Texas,
stressed that the appointment of an official asbestos committee
is necessary to assure that creditors with asbestos claims
against all of the Debtors have adequate representation during
the negotiation of the terms of a plan of reorganization.

Mr. Prince related that one of the key elements of the Chapter 11
plan to be proposed by the Debtors will be the protection of an
asbestos claims channeling injunction under Section 524(g).  All
current and future asbestos claims involving the Debtors will be
channeled to a trust, funded by the Debtors or non-debtor
entities, for payment and satisfaction.  To properly establish
the trust, the interests of both current and future asbestos-
related claimants should be assessed and accommodated, Mr. Prince
noted.

It is expected that the official asbestos committee will share
professionals with the Asbestos Subsidiary Committee, Mr. Prince
told the Court.  The appointment of an official asbestos
committee will expedite the Debtors' journey through Chapter 11
because it will be uniquely well-suited to perform certain tasks
that will benefit the Debtors and their estates, he added.

                         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.  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).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  (ASARCO Bankruptcy
News, Issue No. 79; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ALVAN MOTOR: U.S. Trustee Appoints Four Members to Creditors Panel
------------------------------------------------------------------
Daniel M. McDermott, the U.S. Trustee for Region 9, appoints four
members to the Official Committee of Unsecured Creditors in Alvan
Motor Freight, Inc. and its debtor-affiliate's Chapter 11 cases.

The Committee members include:

   1) David J. Williams
      N & M Transfer Co., Inc.
      630 Muttart Road
      Neenah, WI 54956
      Tel: (920) 521-1000
      Fax: (920) 722-5314
      E-mail: dwilliams@nmtransfer.com

   2) Brad R. Berliner
      Central States, Southeast and Southwest
      Pension and Health and Welfare Plans
      9377 West Higgins Road, 10th Floor
      Rosemont, IL 60018
      Tel: (847) 518-9800 ext. 3443
      Fax: (847) 518-9797
      E-mail: bberliner@centralstates.org

   3) David Schier
      Quick Fuel Fleet Service
      11815 W. Bradley Road
      Milwaukee, WI 53224
      Tel: (414) 359-1100
      Fax: (414) 359-1365
      E-mail: dschier@jacobusenergy.com

   4) Tyson Johnson
      Teamsters National Freight Industry
      Negotiating Committee
      25 Louisiana Avenue, NW
      Washington DC 20001
      Tel: (202) 624-8761
      Fax: (202) 624-8722
      E-mail: dspitzinger@teamster.org

Based in Kalamazoo, Michigan, Alvan Motor Freight, Inc. and
affiliate VZSG, LLC -- http://www.alvanmotor.com/-- provides   
transportation services.  The companies filed for Chapter 11
protection on June 29, 2008 (Bankr. E.D. Mich. Case Nos. 08-21909
and 08-21904).  Dennis M. Haley, Esq. represents the Debtors in
their restructuring efforts.  Samuel D. Sweet, Esq. was appointed
as the Chapter 11 Trustee in the Debtors' cases.  When the Debtors
filed for protection from their creditors, they listed total
assets of $22,193,000 and total liabilities of $19,545,000.


BAKERS FOOTWEAR: Reports $43.6 Million Net Sales in Second Quarter
-----------------------------------------------------------------
Bakers Footwear Group Inc. reported net sales for the July 2008
and second quarter fiscal 2008 periods.

For the four-week period ended Aug. 2, 2008, net sales increased
$1.4 million or 12.8% to $11.9 million, compared to $10.6 million
in the four-week period ended Aug. 4, 2007.  Comparable store
sales for the four-week fiscal July 2008 period increased 16.7%,
compared to a decrease of 20.1% in the same period last year.

For the thirteen-week period ended Aug. 2, 2008, the company's
second fiscal quarter, net sales increased $1.6 million or 3.8% to
$43.6 million, compared to $42.0 million in the thirteen-week
period ended Aug. 4, 2007.  Comparable store sales for the second
quarter increased 6.4%, compared to a decrease of 18.3% in the
prior-year period.

Peter Edison, chairman and chief executive officer of Bakers
Footwear Group commented, "We are pleased to report a 16.7%
increase in July comparable store sales, marking a fabulous end to
the spring season and our second consecutive month of double-digit
comparable store sales gains.  The company made great progress in
the quarter.  We recorded strong regular price sales across all
categories of footwear and significantly reduced markdowns while
ending the quarter with inventory down from a year ago.  As we
begin the second half of the year, we expect our performance to
continue to improve, given good early sell through rates on fall
styles."

For the twenty-six week year-to-date period ended Aug. 2, 2008,
net sales decreased $4.1 million or 4.5% to $87.1 million,
compared to $91.2 million in the twenty-six week period ended
Aug. 4, 2007.  Comparable store sales for the first half of fiscal
2008 decreased 3.1%, compared to a decrease of 13.6% in the first
half of last year.

Mr. Edison concluded: "We are managing our business with reduced
inventory levels and operating costs compared to a year ago.  We
believe this in combination with our recent positive sales trend
has us poised to achieve improved operating results in the second
quarter and throughout the remainder of fiscal 2008.  As
previously disclosed, we continue to anticipate that we will have
adequate liquidity to fund our 2008 business plan and meet our
debt covenants.  Please see our recent SEC filings for a detailed
discussion of these matters."

                      About Bakers Footware

Based in St. Louis, Mo., Bakers Footwear Group Inc. (Nasdaq: BKRS)
-- http://www.bakersshoes.com/-- is a national, mall-based,   
specialty retailer of distinctive footwear and accessories for
young women.  The company's merchandise includes private label and
national brand dress, casual and sport shoes, boots, sandals and
accessories.  The company currently operates over 240 stores
nationwide.  

At May 3, 2008, the company's balance sheet showed $71.4 million
in total assets, $51.4 million in total liabilities, and roughly
$20.0 million in total stockholders' equity.

                       Going Concern Doubt

Ernst & Young LLP, in St. Louis, Missouri, expressed substantial
doubt about Bakers Footwear Group Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the years ended Feb. 2, 2008, and Feb. 3, 2007.  

The auditing firm reported that the company has incurred
substantial losses from operations in recent years.  In addition,
the company is dependent on its various debt agreements to fund
its working capital needs.  The debt agreements contain certain
financial covenants with which the company must comply, and
compliance cannot be assured.


BARBEQUES GALORE: Orange County Franchise Not Affected by Filing
----------------------------------------------------------------
Barbeques Galore Orange County said that its operations will not
be affected by the Chapter 11 filing of Barbeques Galore USA last
week.

"The Barbeques Galore Orange County franchise has a completely
different company profile to our franchisor and has always focused
on innovation and service while independently staying on top of
'what's hot' in our industry," said Brett Maister, CEO of the
Maister Group of Companies dba Barbeques Galore OC Franchise.

"It will be a loss for our industry if Barbeques Galore USA
closes their doors, however, we have been and will continue to
operate without them," Mr. Maister says.  "Their filing bankruptcy
was not an unexpected event to us."

"We have been preparing for this for over a year and have the full
support of the vendors and manufacturers," Mr. Maister added.  
"After we close our store in Rancho Santa Margarita at the end of
this month, 2009 looks exciting for our stores on Harbor Boulevard
in Costa Mesa, Irvine Market Place and Laguna Niguel.  We will be
considering opening at other locations such as San Clemente as
well."

Headquartered in Santa Ana, California, Barbeques Galore Orange
County -- http://www.ocbbq.com-- is an independently owned and  
operated franchise of Barbeques Galore USA.  The company operates
four location in Irvine, Costa Mesa, Laguna Niguel and Rancho
Santa Margarita.


BEAR STEARNS RMBS: S&P Cuts 17 Ratings on Nine 2004 Alt-A Deals
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 17
classes from nine Bear Stearns residential mortgage-backed
securities (RMBS) transactions issued in 2004. Additionally, S&P
affirmed its ratings on 280 other classes from 28 Bear Stearns
RMBS transactions issued between 2002 and 2004. The affected
shelves include Bear Stearns Asset Backed Securities Trust, Bear
Stearns Asset Backed Securities I Trust, Bear Stearns Alt-A Trust,
and Bear Stearns ARM Trust.

The downgrades and affirmations incorporate the current and
projected losses based on the dollar amounts present in the
delinquency, foreclosure, and real estate owned (REO) pipelines.
The affirmations were determined based on the ability of the
affirmed classes to withstand projected transaction losses over a
certain period of time commensurate with the specified rating.
Conversely, S&P lowered its ratings on certain classes because
projections suggest that the subordination and/or additional
credit enhancement mechanisms will not be sufficient to cover
losses at the previous rating levels. While certain transactions
display a consistent percentage of loans that are delinquent, in
foreclosure, or REO, other transactions are showing an upward
trend in the percentage of delinquencies and defaults. Cumulative
losses for the reviewed transactions ranged from 0.004% (Bear
Stearns ALT-A Trust 2003-5 and Bear Stearns ALT-A Trust 2003-6) to
0.84% (Bear Stearns Asset Backed Securities I Trust 2004-AC2). In
addition, total delinquencies (includes 30-day, 60-day, 90-day,
foreclosure, and REO) for the reviewed transactions were the
lowest for Bear Stearns Asset Backed Securities Trust 2003-AC6
(2.91%) and the highest for the Bear Stearns ALT-A Trust 2004-12
(structure II) (18.45%). Due to the seasoning of the transactions,
pool factors for most of the reviewed transactions were generally
between 15% and 35%.

Credit support is provided by the subordination of more junior
classes within each transaction. Additionally, in some cases,
overcollateralization and excess spread are utilized within some
of the structures to absorb losses and accelerate payments to
certain securityholders. The collateral backing the affected
trusts originally consisted of predominantly Alternative-A (Alt-A)
fixed- or adjustable-rate first-lien mortgage loans on one- to
four-family dwellings.

S&P monitors these transactions over time to incorporate updated
losses and delinquency pipeline performance in order to determine
if the applicable credit enhancement features are sufficient based
on the class rating. Based on any updated findings, additional
rating actions may be necessary.

RATINGS LOWERED

Bear Stearns ALT-A Trust 2004-1
Series 2004-1

                              Rating
Class     CUSIP         To             From
-----     -----         --             ----
B-4        07386HGA3     B              BB
B-5        07386HGB1     D              B

Bear Stearns ALT-A Trust 2004-12
Series 2004-12

                              Rating
Class     CUSIP         To             From
-----     -----         --             ----
II-B-3     07386HPQ8     BB             A
II-B-4     07386HPA3     CCC            BB
II-B-5     07386HPB1     CC             B

Bear Stearns ALT-A Trust 2004-13
Series 2004-13

                              Rating
Class     CUSIP         To             From
-----     -----         --             ----
B-2        07386HQC8     BB             BBB

Bear Stearns ALT-A Trust 2004-2
Series 2004-2

                              Rating
Class     CUSIP         To             From
-----     -----         --             ----
B-5        07386HHH7     CCC            B

Bear Stearns ALT-A Trust 2004-5
Series 2004-5

                              Rating
Class     CUSIP         To             From
-----     -----         --             ----
B-4        07386HJP7     B              BB
B-5        07386HJQ5     CCC            B

Bear Stearns ALT-A Trust 2004-7
Series 2004-7

                              Rating
Class     CUSIP         To             From
-----     -----         --             ----
B-5        07386HLM1     CCC            B

Bear Stearns ALT-A Trust 2004-9
Series 2004-9

                              Rating
Class     CUSIP         To             From
-----     -----         --             ----
B-4        07386HLV1     B              BB
B-5        07386HLW9     CC             B

Bear Stearns ARM Trust 2004-12
Series 2004-12

                              Rating
Class     CUSIP         To             From
-----     -----         --             ----
B-4        07384M6Y3     BB             BBB
B-5        07384M6Z0     B              BB
B-6        07384M7A4     CCC            B

Bear Stearns Asset Backed Securities I Trust 2004-AC2
Series 2004-AC2

                              Rating
Class     CUSIP         To             From
-----     -----         --             ----
B-4        073879AR9     B              BB
B-5        073879AS7     CC             B

RATINGS AFFIRMED

Bear Stearns ALT-A Trust 2003-3
Series 2003-3

Class     CUSIP         Rating
-----     -----         ------
I-A        07386HCE9     AAA
I-X        07386HCF6     AAA
II-A       07386HCT6     AAA
II-X       07386HCG4     AAA
III-A      07386HCH2     AAA
IV-A       07386HCJ8     AAA
V-A        07386HCK5     AAA
VI-A       07386HCL3     AAA
B-1        07386HCM1     AAA
B-2        07386HCN9     AA
B-3        07386HCP4     A-
B-4        07386HCU3     BB
B-5        07386HCV1     B

Bear Stearns ALT-A Trust 2003-5
Series 2003-5

Class     CUSIP         Rating
-----     -----         ------
1-A-1      07386HDD0     AAA
I-X-A-1    07386HDE8     AAA
I-A-2      07386HDF5     AAA
I-X-A-2    07386HDG3     AAA
I-A-3      07386HDH1     AAA
I-X-A-3    07386HDJ7     AAA
II-A-1     07386HDL2     AAA
II-A-2     07386HDM0     AAA
II-X-A-2   07386HDN8     AAA
III-A      07386HDP3     AAA
IV-A       07386HDQ1     AAA
M          07386HDS7     AAA
B-1        07386HDT5     AAA
B-2        07386HDU2     AA+
B-3        07386HDV0     A+
B-4        07386HDW8     BB
B-5        07386HDX6     B

Bear Stearns ALT-A Trust 2003-6
Series 2003-6

Class     CUSIP         Rating
-----     -----         ------
I-A-1      07386HDZ1     AAA
I-X-A-1    07386HEA5     AAA
I-A-2      07386HEB3     AAA
I-X-A-2    07386HEC1     AAA
II-A-1     07386HED9     AAA
II-A-X-1   07386HEE7     AAA
II-A-2     07386HEF4     AAA
II-A-X-2   07386HEG2     AAA
III-A      07386HEH0     AAA
IV-A       07386HEJ6     AAA
M          07386HEL1     AAA
B-1        07386HEM9     AAA
B-2        07386HEN7     AA+
B-3        07386HEP2     A
B-4        07386HEW7     BB
B-5        07386HEX5     B

Bear Stearns ALT-A Trust 2004-1
Series 2004-1

Class     CUSIP         Rating
-----     -----         ------
I-A-1      07386HFE6     AAA
1-X-A-1    07386HFF3     AAA
I-A-2      07386HFG1     AAA
I-X-A-2    07386HFH9     AAA
II-A-1     07386HFK2     AAA
II-X-A-1   07386HFR7     AAA
II-A-2     07386HFS5     AAA
II-X-A-2   07386HFT3     AAA
II-A-3     07386HFU0     AAA
II-X-A-3   07386HFV8     AAA
III-A-1    07386HFW6     AAA
III-X-A-1  07386HFX4     AAA
IV-A-1     07386HFY2     AAA
IV-X-A-1   07386HFZ9     AAA
V-A-1      07386HFJ5     AAA
M          07386HFM8     AAA
B-1        07386HFN6     AAA
B-2        07386HFP1     AA+
B-3        07386HFQ9     A-

Bear Stearns ALT-A Trust 2004-10
Series 2004-10

Class     CUSIP         Rating
-----     -----         ------
I-A-1      07386HLZ2     AAA
I-A-3      07386HMB4     AAA
II-A-1     07386HMC2     AAA
II-A-2     07386HMD0     AAA
M-1        07386HME8     AA
M-2        07386HMF5     A
B-1        07386HMG3     BBB+
B-2        07386HMH1     BBB

Bear Stearns ALT-A Trust 2004-12
Series 2004-12

Class     CUSIP         Rating
-----     -----         ------
II-A-1     07386HPD7     AAA
II-A-2     07386HPE5     AAA
II-A-3     07386HPF2     AAA
II-A-4     07386HPG0     AAA
II-X-1     07386HPH8     AAA
II-A-5     07386HPJ4     AAA
II-A-6     07386HPK1     AAA
II-X-2     07386HPL9     AAA
II-M-1     07386HPM7     AA+
II-B-1     07386HPN5     AA+
II-B-2     07386HPP0     AA
I-A-1      07386HNQ0     AAA
I-A-2      07386HNR8     AAA
I-A-3      07386HNS6     AAA
I-A-4      07386HNT4     AAA
I-M-1      07386HNU1     AA
I-M-2      07386HNV9     A
I-B-1      07386HNW7     BBB
I-B-2      07386HNX5     BBB-

Bear Stearns ALT-A Trust 2004-13
Series 2004-13

Class     CUSIP         Rating
-----     -----         ------
I-A-1      07386HPX3     AAA
I-A-2      07386HPY1     AAA
M-1        07386HPZ8     AA
M-2        07386HQA2     A
B-1        07386HQB0     BBB+

Bear Stearns ALT-A Trust 2004-2
Series 2004-2

Class     CUSIP         Rating
-----     -----         ------
I-A-1      07386HGL9     AAA
I-X-A-1    07386HHA2     AAA
I-A-2      07386HGM7     AAA
I-X-A-2    07386HHB0     AAA
I-A-3      07386HGN5     AAA
II-A-1     07386HGP0     AAA
II-X-A-1   07386HHC8     AAA
II-A-2     07386HGQ8     AAA
II-X-A-2   07386HHD6     AAA
II-A-3     07386HGR6     AAA
II-X-A-3   07386HHE4     AAA
III-A-1    07386HGS4     AAA
III-X-A-1  07386HHF1     AAA
IV-A-1     07386HGT2     AAA
V-A-1      07386HGU9     AAA
M          07386HGW5     AAA
B-1        07386HGX3     AAA
B-2        07386HGY1     AA
B-3        07386HGZ8     BBB+
B-4        07386HHG9     BB

Bear Stearns ALT-A Trust 2004-3
Series 2004-3

Class     CUSIP         Rating
-----     -----         ------
A-1        07386HGG0     AAA
M-1        07386HGH8     AA
M-2        07386HGJ4     A
B          07386HGK1     BBB

Bear Stearns Alt-A Trust 2004-4
Series 2004-4

Class     CUSIP         Rating
-----     -----         ------
A-1        07386HHT1     AAA
M-1        07386HHU8     AA
M-2        07386HHV6     A
B          07386HHW4     BBB

Bear Stearns ALT-A Trust 2004-5
Series 2004-5

Class     CUSIP         Rating
-----     -----         ------
I-A-1      07386HJC6     AAA
II-A-1     07386HJD4     AAA
II-A-2     07386HJE2     AAA
II-X-A-2   07386HJF9     AAA
III-A-1    07386HJG7     AAA
IV-A-1     07386HJH5     AAA
V-A-1      07386HJS1     AAA
VI-A-1     07386HJT9     AAA
M          07386HJN2     AAA
B-1        07386HJK8     AA+
B-2        07386HJL6     A+
B-3        07386HJM4     BBB

Bear Stearns ALT-A Trust 2004-6
Series 2004-6

Class     CUSIP         Rating
-----     -----         ------
I-A        07386HJU6     AAA
II-A-1     07386HJV4     AAA
II-A-3     07386HKB6     AAA
III-A      07386HJW2     AAA
M-1        07386HJX0     AA
M-2        07386HJY8     A
B-1        07386HJZ5     BBB+
B-2        07386HKH3     BBB

Bear Stearns ALT-A Trust 2004-7
Series 2004-7

Class     CUSIP         Rating
-----     -----         ------
I-A-1      07386HKJ9     AAA
II-A-1     07386HKK6     AAA
III-A-1    07386HKL4     AAA
M          07386HKN0     AAA
B-1        07386HKP5     AA
B-2        07386HKQ3     A
B-3        07386HKR1     BBB
B-4        07386HLL3     BB

Bear Stearns ALT-A Trust 2004-8
Series 2004-8

Class     CUSIP         Rating
-----     -----         ------
I-A        07386HKS9     AAA
II-A       07386HKT7     AAA
M-1        07386HKU4     AA
M-2        07386HKV2     A
B-1        07386HKW0     BBB+
B-2        07386HLU3     BBB

Bear Stearns ALT-A Trust 2004-9
Series 2004-9

Class     CUSIP         Rating
-----     -----         ------
I-A-1      07386HKY6     AAA
I-A-2      07386HLY5     AAA
II-A-1     07386HKZ3     AAA
II-A-2     07386HLA7     AAA
III-A-1    07386HLB5     AAA
IV-A-1     07386HLC3     AAA
V-A-1      07386HLD1     AAA
VI-A-1     07386HLE9     AAA
VII-A-1    07386HLF6     AAA
B-1        07386HLH2     AA+
B-2        07386HLJ8     A+
B-3        07386HLK5     BBB

Bear Stearns ARM Trust 2004-12
Series 2004-12

Class     CUSIP         Rating
-----     -----         ------
I-A-1      07384M6F4     AAA
I-X-1      07384M6G2     AAA
II-A-1     07384M6H0     AAA
II-X-1     07384M6J6     AAA
II-A-2     07384M6K3     AAA
II-X-2     07384M6L1     AAA
II-A-3     07384M6M9     AAA
II-X-3     07384M6N7     AAA
III-A-1    07384M6P2     AAA
IV-A-1     07384M6Q0     AAA
M-1        07384M6U1     AA+
B-1        07384M6V9     AA+
B-2        07384M6W7     AA
B-3        07384M6X5     A

Bear Stearns Asset Backed Securities I Trust 2004-AC7
Series 2004-AC7

Class     CUSIP         Rating
-----     -----         ------
A-1        073879MY1     AAA
A-2        073879MZ8     AAA
A-3        073879NA2     AAA
M-1        073879NB0     AA
M-2        073879NC8     A
M-3        073879ND6     A-
B-1        073879NE4     BBB+
B-2        073879NF1     BBB
B-3        073879NG9     BBB-

Bear Stearns Asset Backed Securities I Trust 2004-AC2
Series 2004-AC2

Class     CUSIP         Rating
-----     -----         ------
I-A1       073879AA6     AAA
I-A2       073879AB4     AAA
I-A3       073879AC2     AAA
I-A4       073879AD0     AAA
I-X        073879AE8     AAA
I-PO       073879AF5     AAA
II-A       073879AG3     AAA
II-X       073879AH1     AAA
II-PO      073879AJ7     AAA
B-1        073879AK4     AA
B-2        073879AL2     A
B-3        073879AM0     BBB


Bear Stearns Asset Backed Securities I Trust 2004-AC3
Series 2004-AC3

Class     CUSIP         Rating
-----     -----         ------
A-1        073879BM9     AAA
A-2        073879BN7     AAA
M-1        073879BP2     AA
M-2        073879BQ0     A
M-3        073879BR8     A-
B-1        073879BS6     BBB+
B-2        073879BT4     BBB

Bear Stearns Asset Backed Securities I Trust 2004-AC4
Series 2004-AC4

Class     CUSIP         Rating
-----     -----         ------
A-1        073879EA2     AAA
A-2        073879EB0     AAA
A-3        073879EC8     AAA
A-4        073879ED6     AAA
A-5        073879EE4     AAA
A-6        073879EF1     AAA
M-1        073879EG9     AA
M-2        073879EH7     A
B          073879EJ3     BBB

Bear Stearns Asset Backed Securities I Trust 2004-AC5
Series 2004-AC5

Class     CUSIP         Rating
-----     -----         ------
A-1        073879GM4     AAA
A-2        073879GN2     AAA
A-3        073879GP7     AAA
M-1        073879GQ5     AA+
M-2        073879GR3     A+
M-3        073879GS1     A
B-1        073879GT9     A-
B-2        073879GU6     BBB+
B-3        073879GV4     BBB

Bear Stearns Asset Backed Securities I Trust 2004-AC6
Series 2004-AC6

Class     CUSIP         Rating
-----     -----         ------
A-1        073879LN6     AAA
A-2        073879LP1     AAA
A-3        073879LQ9     AAA
M-1        073879LR7     AA
M-2        073879LS5     AA-
M-3        073879LT3     A
B-1        073879LU0     A
B-2        073879LV8     A-
B-3        073879LW6     BBB+

Bear Stearns Asset Backed Securities Trust 2002-AC1
Series 2002-AC1

Class     CUSIP         Rating
-----     -----         ------
PO-1       07384YBY1     AAA
PO-2       07384YBZ8     AAA
X-1        07384YCA2     AAA
X-2        07384YCB0     AAA
X-3        07384YCC8     AAA
B-1        07384YCD6     AAA
B-2        07384YCE4     AAA
B-3        07384YCF1     AA+

Bear Stearns Asset Backed Securities Trust 2003-AC3
Series 2003-AC3

Class     CUSIP         Rating
-----     -----         ------
A-1        07384YJH0     AAA
M-1        07384YJK3     AA
M-2        07384YJL1     A
M-3        07384YJY3     A
B-1        07384YJM9     BBB

Bear Stearns Asset Backed Securities Trust 2003-AC4
Series 2003-AC4

Class     CUSIP         Rating
-----     -----         ------
A          07384YKF2     AAA
A-IO       07384YKG0     AAA
M-1        07384YKH8     AA+
M-2        07384YKJ4     AA-
BB         07384YKS4     BBB

Bear Stearns Asset Backed Securities Trust 2003-AC5
Series 2003-AC5

Class     CUSIP         Rating
-----     -----         ------
A-1        07384YMA1     AAA
A-2        07384YMB9     AAA
A-3        07384YMC7     AAA
A-4        07384YMD5     AAA
M-1        07384YME3     AA+
M-2        07384YMF0     A+
B          07384YMG8     BBB
A-5        07384YNA0     AAA

Bear Stearns Asset Backed Securities Trust 2003-AC6
Series 2003-AC6

Class     CUSIP         Rating
-----     -----         ------
A-1        07384YNH5     AAA
A-2        07384YNU6     AAA
A-3        07384YNV4     AAA
A-4        07384YNW2     AAA
A-5        07384YNX0     AAA
M-1        07384YNJ1     AA
M-2        07384YNK8     A
BB         07384YNN2     BBB

Bear Stearns Asset Backed Securities Trust 2004-AC1
Series 2004-AC1

Class     CUSIP         Rating
-----     -----         ------
A-1        07384YQJ8     AAA
A-2        07384YQK5     AAA
A-3        07384YQL3     AAA
M-1        07384YQM1     AA+
M-2        07384YQN9     A+
B          07384YQP4     BBB


BECKY SUE'S: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Becky Sue's Gallery of Homes, LLC
        5033 Champions Avenue
        Fort Worth, TX 76119-657

Bankruptcy Case No.: 08-51388

Chapter 11 Petition Date: August 19, 2008

Court: Southern District of Mississippi (Gulfport Divisional  
       Office)

Judge: Edward Gaines

Debtor's Counsel: Robert Gambrell, Esq.
                   (rgnd@gulfcoastlawyer.com)
                  P.O. Box 8299
                  Biloxi, MS 39535
                  Tel: (228) 388-9316
                  Fax: (228) 388-4433
                  http://gulfcoastlawyer.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

                       
BONNIE SKUFCA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bonnie Marie Skufca
        dba Dependable Storage
        fdba Saylor's Bar & Grill
        fdba Capital Rentals
        fdba Backstretch Restaurant
        fdba Sunrise Tanning Salon
        P. O. Box 1215
        Frankfort, KY 40602-1215

Bankruptcy Case No.: 08-28403

Chapter 11 Petition Date: August 15, 2008

Court: Eastern District of Kentucky (Frankfort)

Debtor's Counsel: Jamie L. Harris
                  (jharris@wisedel.com)
                  200 North Upper Street
                  Lexington, KY 40507
                  Telephone (859) 231-5800

Estimated Assets: $1,000,001 to $10 million

Estimated Debts: $1,000,001 to $10 million

A copy of the debtor's petition and list of its 20 largest
unsecured creditors is available for free at:

             http://bankrupt.com/misc/kyeb08-30541.pdf


BOSCOV'S INC: Taps KPMG LLP as Bankruptcy Accountants and Auditors
------------------------------------------------------------------
Boscov's Inc. and its affiliated debtors seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ KPMG
LLP as their accountants and auditors nunc pro tunc to Aug. 4,
2008.  

Michael J. Hughes, the Debtors' executive vice president, says
the Debtors have selected KPMG because of its extensive expertise
and knowledge in the fields of tax and accounting.  Furthermore,
the firm has gained an understanding of their businesses, through
providing tax, audit and audit related services to the Debtors
since 2007.

KPMG will provide Tax Compliance Services, under which it will:

   (a) prepare federal and state tax partnership tax returns and
       supporting schedules for Boscov's Department Store LLC;

   (b) prepare corporate tax returns and supporting schedules for
       Boscov's Inc. and its subsidiaries; and

   (c) advise and assist the Debtors regarding tax planning
       issues, including assistance in estimating net operating
       loss carryforwards and state and local taxes.

KPMG will also provide Tax Consulting Services, whereby it will:

   (a) assist the Debtors in computing the retail selling prices
       of the goods on hand at January 31, 2008, on tax basis;

   (b) review future temporary and promotional mark-downs which
       did not occur as of January 31, 2008;

   (c) prepare the necessary forms to file a change in method of
       accounting with the Internal Revenue Service; and

   (d) assist the Debtors in responding to any IRS information
       data requests.

As the Debtors' accountants and auditors, KPMG will:

   (a) conduct an audit of the Debtors' financial statements;

   (b) analyze, as well as audit accounting issues and
       transactions; consult with the Debtors' management
       regarding the proper accounting treatment of events, as
       allowed by professional standards; and

   (c) assist the Debtors in evaluating the design and
       effectiveness of the internal and operational controls as
       allowed by professional standards.

KPMG will also provide other consulting, advice research,
planning, tax analysis, accounting and audit services as may be
necessary or requested from time to time.

The firm will charge the Debtors for audit, audit-related and
other services at these rates:

     Professional                         Hourly Rate
     ------------                         -----------
     Partners                             $525 - $875
     Managing Partners                    $465 - $825
     Senior Managers                      $410 - $800
     Managers                             $270 - $675
     Senior Associates                    $215 - $525
     Associates                           $160 - $325
     Para-professionals                   $110 - $175

Tax compliance services to the Debtors will be billed at these
rates:

     Professional                         Hourly Rate
     ------------                         -----------
     Partners                             $360 - $660
     Managing Partners                    $325 - $620
     Senior Managers                      $285 - $600
     Managers                             $185 - $510
     Senior Associates                    $150 - $375
     Associates                           $135 - $245
     Para-professionals                    $75 - $135

Moreover, tax consulting services will be billed at these rates:

     Professional                         Hourly Rate
     ------------                         -----------
     Partners                             $515 - $875
     Managing Partners                    $465 - $825
     Senior Managers                      $410 - $800
     Managers                             $270 - $675
     Senior Associates                    $215 - $500
     Associates                           $200 - $325
     Para-professionals                   $110 - $175

KPMG says will also be reimbursed for necessary expenses incurred
in performing services for the Debtors.

Vincent Drozd, a partner at KPMG, assures the Court that KPMG
does not hold or represent any interest adverse to the Debtors'
estates, and is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Mr. Drozd discloses that during the 90 days before the Petition
Date, the Debtors paid KPMG approximately $358,400 for services
rendered and expense incurred, and do not owe the firm any
prepetition obligations.

                      About Boscov's Inc.

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

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

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


BOSCOV'S INC: Wants to Hire Lehman Brothers as Investment Bankers
-----------------------------------------------------------------
Boscov's Inc. and its affiliated debtors seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Lehman Brothers Inc., as their investment bankers.  

The Debtors have determined that the size of their business
operations and the complexity of their financial difficulties
inherent to a wide scope of operations require them to employ
experienced professionals to render investment banking services.
Michael J. Hughes, executive vice president of the Debtors, says
Lehman has a long history of providing strategic advisory
services to corporate, institutional and government clients
around the world on a wide range of financial matters, including
mergers and acquisitions.

Lehman's resources, capabilities and experience in advising the
Debtors are crucial to the formulation of a Chapter 11 strategy,
Mr. Hughes asserts.  He relates that Lehman has been assisting
the Debtors since May 2008 as investment banker for the potential
sale of the Debtors' business and assets, potential capital
raising of debt and equity, among others.  

Pursuant to an Engagement Letter, Lehman will:

   (a) assist the Debtors in connection with a potential sale;

   (b) render a written opinion to the Debtors' Board of
       Directors with respect to the fairness of the
       consideration involved in the potential sale, where
       appropriate, subject to the parties' written agreement;

   (c) assist in coordinating potential investors' or purchasers'
       due diligence efforts;

   (d) assist in evaluating proposals received from potential
       investors and purchasers; and

   (e) provide testimony regarding a Sale as will be requested by
       the Debtors from time to time.

Lehman's engagement will extend through Nov. 1, 2008, unless the
Debtors will have commenced a sale by that date; in which event,
Lehman's engagement will continue after the closing of a Sale, and
the payment of all fees due under the Engagement.  

Lehman will be paid according to these terms:

   (a) A monthly retainers fee of $25,000, with minimum aggregate
       monthly payments of $750,000 after the Petition Date,
       provided the the Debtors will not be obligated to pay any
       monthly retainer in excess of the minimum monthly payment
       if they terminate Lehman's services.  

       Any monthly retainer fees actually paid to Lehman will be  
       non-refundable and fully creditable one-time against any
       fees that may subsequently become payable.

   (b) If, during Lehman's engagement or at any time during the
       12 months period following the termination effective date
       of Lehman's services, a sale agreement is entered into
       with a party introduced to the Debtors by Lehman, or a
       sale is consummated with an eligible party, the Debtors
       will pay Lehman an advisory fee equal to 1.5% of the
       Consideration in the Sale.  The Sale Fee will be offset by
       all monthly retainer payments and will be payable in cash
       upon the closing of the Sale.

   (c) If the Debtors request an opinion, Lehman will be paid an
       opinion fee that is competitive based upon similar
       transactions and practices in the investment banking
       industry, payable in case upon the delivery of the Opinion
       by Lehman, provided that Opinion Fee will be creditable
       against any Sale Fee.

   (d) The Debtors will promptly reimburse Lehman, upon request
       from time to time, for all reasonable expenses incurred in
       connection with services rendered under the Engagement
       Letter.

The Debtors will also reimburse Lehman for any necessary out-of-
pocket expenses it incurs.  The Engagement Letter also provides
that the Debtors will indemnify Lehman and its employees under
certain circumstances.  The Debtors, however, will not indemnify
Lehman for acts involving gross negligence or willful misconduct.

Given the numerous issues which Lehman may be required to address
in the performance of its services, its commitment to the
variable level of time and effort necessary to address all
issues, and the market prices for its services, Mr. Hughes says
the fee arrangements are fair, reasonable and market-based
pursuant to Section 328(a) of the Bankruptcy Code.

Mark J. Shapiro, a managing director at Lehman, assures the Court
that his firm does not represent any interest adverse to the
Debtors, their estates, or their creditors.  Mr. Shapiro adds
that Lehman is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Shapiro discloses that the Debtors have paid Lehman a total
monthly retainer of $500,000 which will be applied against the
Sale Fee.

                      About Boscov's Inc.

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

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

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


BOSCOV'S INC: Wants Lease Decision Period Extended Until March 2
----------------------------------------------------------------
Boscov's Inc. and its affiliated debtors ask the U.S. Bankruptcy
Court for the District of Delaware to extend the lease decision
period until March 2, 2009.  This extension, however, would be
subject to the confirmation of a plan prior to March 2, 2009, in
which case the real property leases would be assumed or rejected
upon the Plan effective date.

The Debtors currently operate 49 retail department stores in
Pennsylvania, New Jersey, Maryland, New York, Delaware and
Virginia.  They lease the premises in each of their department
stores at these locations, except for two of the stores owned by
Debtor SDS. Inc.  SDS. Inc. leased those two store locations to
Boscov's Department Store LLC.  Moreover, the Debtors lease
their corporate offices in Reading, Pennsylvania, as well as nine
storage and distribution warehouses.  

As part of their reorganization strategy, the Debtors intend to
close 10 unprofitable stores and conduct an immediate liquidation
of the inventory in these stores through "going-out-of-business"
sales that will culminate either in an internal reorganization or
a sale of the company through a reorganization plan the Debtors
intend to file in October 2008.

Pursuant to the Court-approved DIP Credit Agreement, the Debtors
are required to obtain a 90-day extension of the period within
which they must assume or reject leases on real property.  The
Debtors' current deadline will expire on Dec. 2, 2008.

Section 365(d)(4)(A) of the Bankruptcy Code provides that an
unexpired lease of non-residential real property under which the
debtor is the lessee will be deemed rejected if the debtor does
not assume or reject the unexpired lease by the earlier of (i)
120 days after the Petition Date, or (ii) the date of the entry
of an order confirming a reorganization plan.  Section
365(d)(4)(B) provides that the court may extend lease decision
period, prior to the expiration of the 120-day period, for 90
days for cause.

The Debtors' proposed counsel, Katherine Good, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, asserts that
"cause" exists for the extension of the Lease Decision Period.  
Ms. Good contends that it is beyond question that most of the
real property leases are vital assets of the Debtors' estates and
will be central to the Debtors' reorganization efforts.  She adds
that the Debtors' Chapter 11 cases are large and complex, and it
is important that the Debtors carefully examine the leases to
make informed determinations regarding the role each lease will
play in the reorganization efforts.  Furthermore, she notes that
the DIP Agreement requires the Debtors to obtain a lease decision
period extension before September 2008.

Pending their assumption or rejection of real property leases,
the Debtors assure the Court that they will perform all
undisputed postpetition lease obligations pursuant to Section
365(d)(3).

If there be remaining real property leases to be assumed or
rejected beyond March 2, the Debtors ask the Court to extend the
time for them to decide on the leases, without further Court
order, but with written consent and upon prior written notice to
(i) the Office of the United States Trustee, (ii) counsel to the
Debtors' secured lenders, (iii) counsel to the Debtors'
postpetition secured lenders, and (iv) counsel to the Official
Committee of Unsecured Creditors.

                      About Boscov's Inc.

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

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

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


BRIARWOOD RETIREMENT: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Briarwood Retirement and Assisted Living Community, LLC
        4865 Main Street
        Springfield, OR 97478

Bankruptcy Case No. 08-07339

Nature of Business: Health Care Business

Petition Date: August 19, 2008

Bankruptcy Court: Middle District of Tennessee

Judge: Hon. Keith M. Lundin
        
Bankruptcy Counsel: Robert A. Guy, Esq.
                    Waller Lansden Dortch & Davis
                    511 Union Street
                    Suite 2700
                    Nashville, TN 37219
                    Tel: (615) 244-6380
                    Fax: (615) 244-6804
                    E-mail: bobby.guy@wallerlaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sysco Food Services - PDX         Trade Debt         $16,839
26250 SW Parkway Ctr Drive
Wilsonville, OR 97070

Patrick Bickler, Architect LLC    Professional       $12,000
1313 Mill Street SE               Services
Salem, OR 97301

Springfield Utility Board         Utility            $7,655
PO Box 300
Springfield, OR 97477-0077

Lynx Group, Inc.                  Trade Debt         $5,684
2746 Front Street NE
Salem, OR 97303

Otis Elevator Company             Trade Debt         $4,509
PO Box 73579
Chicago, IL 60673-7579

Former Resident #1                Refund             $3,213
Address Redacted


Comcast Cable                     Utility            $2,104
PO Box 34227
Seattle, WA 98124-1227

Oregon Healtchare Association     Trade Debt         $1,916
8995 SW Miley Road
Suite 205
Wilsonville, OR 97070

Home Depot Supply                 Trade Debt         $1,712
PO Box 509058
San Diego CA 92150-9058

Emeral Fruit & Produce            Trade Debt         $1,542
2525 West 7th Place
PO Box 2684
Eugene, OR 97402

Truegreen Landcare, LLC           Trade Debt         $1,300
PO Box 100186
Pasadena, CA 91189-0186

NW Natural                        Trade Debt         $1,298
PO Box 6017
Portland, OR 97228-6017

Mt. Hood Solutions                Trade Debt         $1,006
4444 NW Yeon Avenue
Portland, OR 97210

Former Resident #2                Refund             $927
Address Redacted

Medline Industries                Trade Debt         $916
PO Box 12180
Dallas, TX 75312-1080

Progress Landscape Inc.           Trade Debt         $813
Account #40032
Wilsonville, OR 97070-9288

Sanipac, Inc.                     Trade Debt         $786
PO Box 10928
Eugene, OR 97440-2928

Copesan                           Trade Debt         $661
PO Box 1170
Milwaukee, WI 53201-1170

Evergreen Portland                Trade Debt         $566
PO Box 110730
Tacoma, WA 98411-0730

OCE Imagistics, Inc.              Trade Debt         $544
PO Box 856193
Louisville, KY 40285-6193


BUILDING MATERIALS: Fitch Downgrades Issuer Default Rating to B-
----------------------------------------------------------------
Fitch Ratings has downgraded these ratings on Building Materials
Holding Corporation:

  -- Issuer Default Rating (IDR) to 'B-' from 'B';
  -- Senior secured debt to 'B/RR3' from 'B+/RR3'.

Fitch's '3' Recovery Rating on BMHC's secured term loan and
revolving credit facility indicates good (50%-70%) recovery
prospects for holders of these debt issues.  Fitch applied a
liquidation analysis for these RRs.

The downgrade on the senior secured debt applies to BMHC's
$550 million senior secured credit facilities, including the
company's $200 million secured revolving credit facility.

The downgrades reflect the continued deterioration in credit
metrics so far in 2008 and expected for the balance of the year.
The company's financial results have been adversely affected by
the meaningful multi-year downturn in the U.S. homebuilding
market, especially as the large public builders sharply reduced
production of new homes to balance supply with demand.  BMHC's
revenues fell 41.4% during the second quarter of fiscal year 2008
while gross margins for the quarter declined 150 basis points to
18.8% compared with 20.3% during the same period in 2007.  For the
first six months of fiscal 2008, revenues are down 38.5% while
gross margins fell 170 bps to 18.4% compared with 20.1% for the
first half of fiscal 2007.  The company reported pre-tax losses
from continuing operations (excluding asset impairments) of
$33.3 million and $63.3 million for the three and six months ended
June 30, 2008.  This compares to pre-tax income from continuing
operations totaling $26.4 million and $16.9 million for the three
and six months ended June 30, 2007.

In response to the housing downturn, BMHC is unifying and
streamlining its operations, shutting down a number of
underperforming businesses, reducing capital expenditures and
deferring discretionary capital spending, and reducing SG&A
expenses by consolidating business infrastructure and optimizing
its staffing levels.

Fitch expects that BMHC's margins, credit metrics and cash flow
will continue to be under pressure as the housing environment
remains difficult for the remainder of the year and into next
year.  In 2008, Fitch projects that total and single family starts
will decline 29.4% and 35.2%.  The possibility of the housing
downturn continuing longer and becoming deeper than currently
anticipated could further erode the company's liquidity position
and have ratings implications.

The Rating Watch Negative reflects BMHC's exposure to liquidity
risk given ongoing discussions with its bank group regarding a
permanent amendment to its existing syndicated credit facilities.
The company was out of compliance with financial covenants
relating to its minimum net worth and earnings before interest,
taxes, depreciation and amortization requirements for the quarter
ended June 30, 2008.  BMHC recently received a temporary waiver
under its bank credit facility, allowing the company to borrow up
to $60 million through Sept. 30, 2008, while it works to finalize
a permanent amendment to its credit facility.  As of July 28,
2008, there were $29 million outstanding under the revolver and
$340 million outstanding on the term loan.  Resolution of the
Rating Watch Negative will be based in part on the company's
ability to negotiate a new bank credit facility.  Fitch will
review the terms and conditions of the new agreement, including
the amount of funds the company can access under it.  Fitch will
also review the company's financial operating prospects and
liquidity for the remainder of 2008 and into 2009 and take that
into consideration in resolving the Watch status.

BMHC is one of the largest providers of building materials and
residential construction services in the United States.  The
company serves the homebuilding industry through two recognized
brands: as BMC West, the company distributes building materials
and manufacture building components for professional builders and
contractors in the western and southern states; as SelectBuild, it
provides construction services to high-volume production
homebuilders in key markets across the country.


CABLEVISION SYSTEM: Fitch Says B+ ID Rating Unaffected by Dividend
------------------------------------------------------------------
Cablevision System Corporation's credit profile has sufficient
financial flexibility relative to the current rating category to
accommodate its new dividend, according to Fitch Ratings.

Fitch currently rates CVC and CSC Holdings Inc. as:

CVC
  -- IDR 'B+';
  -- Senior unsecured debt 'CCC+/RR6'.

CSC
  -- IDR 'B+';
  -- Senior secured bank facility 'BB/RR1';
  -- Senior unsecured debt 'BB-/RR3'.

CVC's board of directors declared a quarterly dividend of $0.10
for each NY Group Class A and NY Group Class B stock outstanding.
Fitch expects that the annual cash requirements associated with
the dividend will be approximately $119 million given current
levels of outstanding stock.

As Fitch has previously indicated, event risk surrounding CVC's
acquisition and investment strategy, well as its financial
policies related to the allocation of capital to CVC shareholders
is expected to remain a key rating consideration.  Fitch points
out that from an operational perspective, CVC's cable segment
ranks amongst the highest in the industry and is expected to
support CVC's credit profile.


CABLEVISION SYSTEM: Fitch Says B+ ID Rating Unaffected by Dividend
------------------------------------------------------------------
Cablevision System Corporation's credit profile has sufficient
financial flexibility relative to the current rating category to
accommodate its new dividend, according to Fitch Ratings.

Fitch currently rates CVC and CSC Holdings Inc. as:

CVC
  -- IDR 'B+';
  -- Senior unsecured debt 'CCC+/RR6'.

CSC
  -- IDR 'B+';
  -- Senior secured bank facility 'BB/RR1';
  -- Senior unsecured debt 'BB-/RR3'.

CVC's board of directors declared a quarterly dividend of $0.10
for each NY Group Class A and NY Group Class B stock outstanding.
Fitch expects that the annual cash requirements associated with
the dividend will be approximately $119 million given current
levels of outstanding stock.

As Fitch has previously indicated, event risk surrounding CVC's
acquisition and investment strategy, well as its financial
policies related to the allocation of capital to CVC shareholders
is expected to remain a key rating consideration.  Fitch points
out that from an operational perspective, CVC's cable segment
ranks amongst the highest in the industry and is expected to
support CVC's credit profile.


CARDIAC MANAGEMENT: Wants to Hire Valerio & Raimondi as Accountant
------------------------------------------------------------------
Cardiac Management Systems, Inc., and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Valerio & Raimondi, P.C., as its
accountant.

Francis A. Valerio, Esq., a member of Valerio & Raimondi, will
perform accounting service for the Debtor after the end of the
second quarter.  Court documents did not disclose the hourly rates
that the firm will charge the Debtor.

Mr. Valerio assures the Court that the firm does not represent any
interest adverse to the Debtor.

Based in Miami, Florida, Cardiac Management Systems, Inc. and its
affiliates provide management services and medical laboratory
facilities.  The company and 14 of its affiliates filed for
Chapter 11 protection on June 30, 2008 (Bankr. S.D. Fla. Lead Case
No. 08-19029).  When the Debtors filed for protection from their
creditors, they listed estimated assets $10 million to $50
million, and estimated debts of $10 million to $50 million.


CARDIAC MANAGEMENT: Trustee Appoints 3 Members to Creditors Panel
-----------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, appoints three
members to the Official Committee of Unsecured Creditors in
Cardiac Management Systems, Inc.'s Chapter 11 cases.

The Committee members include:

   1) Gonzalo Diaz, Jr.
      Vice President
      Med-Lab Supply Co. Inc.
      823 Southwest 27th Avenue
      Miami, FL 33125
      Tel: (305) 642-5144, ext. 8527
      Fax: (305) 541-0832
      (diazgonzalo2@gmail.com)
      
   2) Estate of David Latman
      Deena Turk, Personal Representative
      25 Skylark Cove
      Levittown, NY 11756      
      Tel: (516) 731-7988
      (Shspalaw@aol.com)

   3) Christopher Etts, Owner
      Vantage Medical Supplies
      194-33 Morris Avenue
      Holtsville, NY 11742
      Tel: (630) 207-3313, (516) 903-8562
      Fax: (630) 207-3009

Based in Miami, Florida, Cardiac Management Systems, Inc. and its
affiliates provide management services and medical laboratory
facilities.  The company and 14 of its affiliates filed for
Chapter 11 protection on June 30, 2008 (Bankr. S.D. Fla. Lead Case
No. 08-19029).  When the Debtors filed for protection from their
creditors, they listed estimated assets of $10 million to $50
million, and estimated debts of $10 million to $50 million.


CD COMMERCIAL: Fitch Places $16.5MM Class on Rating Watch Negative
------------------------------------------------------------------
Fitch Ratings places one class of CD Commercial Mortgage Trust,
series 2007-CD4, commercial mortgage pass-through certificates on
Rating Watch Negative as:

  --$16.5 million class N 'BB-'.

Fitch does not rate classes O, P, Q or S.

The rating watch negative placement is due to the recent transfer
to special servicing for imminent default of Riverton Apartments,
the seventh largest loan in the transaction (3.4% of the deal).
Fitch is awaiting current financial information from the servicer,
including rent rolls and reserve expenditures, to determine an
updated stabilization schedule and Fitch net cash flow.  At this
time, a workout strategy, valuation and timing of possible losses
are unknown. However, due to the large size of the loan, the
initial Fitch loan-to-value ratio of 90.5% on the A note, and
slower than expected stabilization, losses are possible.  Fitch
will revisit the ratings when the additional information becomes
available.

The $225 million loan is secured by 12, 13-story buildings
totaling 1,230 units in the Harlem section of New York, New York
and is interest-only for the five-year term.  There is also a $25
million mezzanine note.  The loan transferred to special servicing
on Aug. 7, 2008, for imminent default.  The borrower has expressed
their inability to make future debt service payments.

The property, which is mostly composed of rent stabilized units,
was acquired by the borrower in January 2006.  At securitization
in March 2007, the borrower made in excess of $8 million in
improvements to the property to improve performance and evict
illegal tenants.  The eviction of illegal tenants and turnover
allow for yearly rent increases.  According to the borrower, they
have not been able to evict and convert as many units as
anticipated at issuance.  To date approximately 10% of the units
have been converted.

At issuance the loan was structured with a hard lock-box and
reserves.  Up-front reserves included a building improvement
reserve of $15.6 million, unit renovation reserve of $13.6
million, an interest reserve of $19 million, and a debt service
letter of credit for $5 million.  The borrower has used the
interest reserve to fund the $1.12 million monthly debt service;
however, the current balance of the interest reserve is not
sufficient to make the September payment.  The property is 97%
occupied and the borrower has expressed a desire to work with the
special servicer to cure the default through a modification.


CENTILLIUM COMMS: Transfers Common Stock to Nasdaq Capital
----------------------------------------------------------
Centillium Communications, Inc. received on Aug. 18, 2008, a
notice from the Listing Qualifications Department of The NASDAQ
Stock Market, LLC that its application to transfer its common
stock to The Nasdaq Capital Market from The Nasdaq Global Market
was approved.

While its common stock traded on the Global Market, Centillium
received a deficiency notice from Nasdaq on Feb. 21, 2008, stating
that Centillium had a grace period of 180 days, or until Aug. 19,
2008, to cure the deficiency by meeting the $1.00 per share
minimum bid price for 10 consecutive trading days.

Because Centillium failed to meet the minimum bid price for 10
consecutive days during the grace period, it elected to apply to
transfer its common stock to the Capital Market.  Upon this
transfer, pursuant to the Nasdaq Marketplace Rules, Centillium
will receive an additional grace period of 180 calendar days, or
until Feb. 17, 2009, to comply with the $1.00 per share minimum
bid price rule while on the Capital Market.

There can be no assurance that Centillium will achieve compliance
with the minimum bid price requirement.  Even if Centillium is
able to comply with the minimum bid requirement, there is no
assurance that in the future Centillium will continue to satisfy
other Nasdaq listing requirements, with the result that its common
stock may be delisted from the Capital Market.

The effectivity of the transfer is Aug. 20, 2008.  The trading
symbol for Centillium's common stock remains "CTLM."

According to Nasdaq, the Capital Market currently includes over
500 companies and operates in substantially the same manner as the
Global Market.  Securities listed on the Capital Market satisfy
all applicable qualification requirements for Nasdaq securities
and all companies listed on the Capital Market must meet certain
financial requirements and adhere to Nasdaq's corporate governance
standards.

Headquartered in Fremont, California, Centillium Communications,
Inc. (CTLM) -- http://www.centillium.com/-- offers communications  
services.


CENTURY FIELDS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Century Fields Retirement
        and Assisted Living Community, LLC
        181 South 5th Street
        Lebanon, OR 97355

Bankruptcy Case No. 08-07338

Nature of Business: Health Care Business

Petition Date: August 19, 2008

Bankruptcy Court: Middle District of Tennessee

Judge: Hon. Marian F. Harrison
        
Bankruptcy Counsel: Robert A. Guy, Esq.
                    Waller Lansden Dortch & Davis
                    511 Union Street
                    Suite 2700
                    Nashville, TN 37219
                    Tel: (615) 244-6380
                    Fax: (615) 244-6804
                    Email: bobby.guy@wallerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Pacific Power                     Utility            $11,684
103 NE 6th Avenue
Portland, OR 97256-0001

Sysco Food Service - Portland     Trade Debt         $10,551
26250 Parkway Ctr Drive
Wilsonville, OR 97070

Evergreen Portland                Trade Debt         $4,957
PO Box 55130
Portland, OR 97238

NW Natural Gas                    Utility            $3,165
PO Box 6017
Portland, OR 97228-6017     

Former Resident #1                Refund             $2,837
Address Redacted

Former Resident #2                Refund             $2,554
Address Redacted

Comcast Cable                     Utility            $1,458
PO Box 34744
Seattle, WA 98124-1744

The Home Depot Supply             Trade Debt         $1,409
PO Box 509058
San Diego, CA 92150-9058

Medline Industries                Trade Debt         $1,398
PO Box 92301
Chicago, IL 60675-2301

Stutzman Services Inc.            Trade Debt         $920
4185 Spicer Drive SE
Albany, OR 97322

Former Resident #3                Refund             $755
Address Redacted

Former Resident #4                Refund             $694
Address Redacted

Illustratus                       Trade Debt         $690
10983 Granada Lane
Overland Park, KS 66211

Former Resident #5                Refund             $651
Address Redacted

Senior & Disabled Services        Trade Debt         $611
Division
PO Box 14021
Salem, OR 97309

Rormer Resident #6                Refund             $566
Address Redacted

OHCA-OCAL                         Trade Debt         $530
11740 SW 68th Parkway
Suite 250
Portland, OR 97223-9062

Office Depot                      Trade Debt         $513
PO Box 70025
Los Angeles, CA 90074-0025

Northwest Mechanical              Trade Debt         $430
PO Box 1593
Albany, OR 97321

Samaritan Professional            Trade Debt         $413
Development
3600 Samaritan Drive
Corvallis, OR 97330


CHARLES & COLVARD: Faces Delisting From NASDAQ Global Select Stock
------------------------------------------------------------------
Charles & Colvard, Ltd. received a notice from the Listing
Qualifications division of the NASDAQ Stock Market indicating that
the company's common stock is subject to potential delisting from
the NASDAQ Global Select Stock Market because, for the last 30
consecutive business days, the bid price of its common stock has
closed below the minimum $1.00 per share required by Marketplace
Rule 4450(a)(5).

According to the Marketplace Rule 4450(e)(2), Charles & Colvard
will be provided until Feb. 17, 2009, to regain compliance.  If,
at anytime before Feb. 17, 2009, the bid price of the company's
common stock closes at $1.00 per share or more for a minimum of 10
consecutive business days, NASDAQ's staff will provide written
notification that it has achieved compliance with the Rule.

If Charles & Colvard does not regain compliance with the Rule by
Feb. 17, 2009, NASDAQ's staff will provide written notification
that its securities will be delisted.

At that time, the Company may appeal NASDAQ's staff determination
to delist its securities to a Listing Qualifications Panel.

Alternatively, Charles & Colvard may consider applying to transfer
its securities to the NASDAQ Capital Market if it satisfies the
requirements for initial inclusion set forth in Marketplace Rule
4310(c).  If its application is approved, Charles & Colvard will
be afforded the remainder of this market's second 180 calendar day
compliance period in order to regain compliance while on the
NASDAQ Capital Market.

Charles & Colvard, Ltd. (CTHR) -- http://www.charlesandcolvard.com
-- manufactures jeweleries.  The company is based in the Research
Triangle Park area of North Carolina.


CHRYSLER LLC: DBRS Junks Issuer Rating to CCC, Trend Now Negative
-----------------------------------------------------------------
DBRS downgraded the ratings of Chrysler LLC, including the Issuer
rating to CCC (high) from B.  Additionally, based on DBRSs
Leveraged Finance Rating Methodology, DBRS has assigned recovery
and instrument ratings to Chryslers First Lien Secured Credit
Facility and Second Lien Secured Credit Facility of RR1/B (high)
and RR5/CCC (previously rated B low).  All trends are now
Negative.  The ratings action reflects the sharp downturn in the
U.S. automotive industry, Chryslers core market, combined with the
dramatic shift in vehicle segmentation toward smaller vehicles and
away from SUVs and pick-up trucks, which represent the Companys
traditional product strengths.  With this rating action, Chrysler
is removed from Under Review with Negative Implications, where it
was placed on June 20, 2008.

The company's business profile has been significantly undermined
by the dramatic deterioration of the automotive industry in North
America, where aggregate demand has dropped sharply, given the
well-documented economic concerns in the United States.  Light
vehicle sales in this market are estimated to be in the range of
14.0 million units, which represents the lowest total in well over
a decade.  This has been exacerbated by the sharp rise in oil and
fuel prices, which has resulted in a significant acceleration of
the shift away from larger vehicles (such as SUVs and pickup
trucks) and toward smaller vehicles (e.g., passenger cars and
crossover utility vehicles).  Chrysler has been materially
adversely impacted by these market developments as it previously
focused on the larger (and typically more profitable) vehicles
and, as such, is currently under-represented in the smaller
vehicles segment.  While this under-representation currently
affects each of the Detroit 3, DBRS notes that the relative
overweighting of pick-up trucks and SUVs is slightly higher with
Chrysler than with either of Ford Motor Company or General Motors
Corporation.  Accordingly, the company's unit sales through the
first seven months of 2008 dropped 23%, relative to a total
decline of 11% in the U.S. market; with Chryslers market share
through this period dropping to 11.3% vis-à-vis a level of 13.1%
through July 2007. (DBRS notes that some of the company's models
that are classified as trucks (e.g., selected CUV and minivan
models) have sold reasonably well, given respectable fuel economy
measures and further observes that a portion of Chryslers lost
sales is attributable to a deliberate reduction in fleet
activities, particularly daily rental.)

Despite the drop in sales and market share performance below the
company's expectations, DBRS acknowledges that, as of June 30,
2008, Chrysler remained in line with most of its budgeted
parameters.  This is a function of the ongoing cost-cutting
efforts of the company, combined with initial assumptions for 2008
that were considerably more conservative than in the case of Ford
and GM.  Furthermore, in reaction to the sharp change in U.S.
market conditions, Chrysler is reducing its hourly and salaried
workforce by approximately 26,000 workers.  The company is
reducing its capacity as well, mostly in the truck/SUV/minivan
segments. Additional production through global partnerships with
various OEMs has also helped increase capacity utilization.

Notwithstanding the above, DBRS considers Chrysler to be the most
exposed of the Detroit 3 to the challenging market conditions in
the United States.  In addition to its current product portfolio,
DBRS notes that Chryslers announced future product pipeline is
also very heavily skewed toward truck-based vehicles and, as such,
is misaligned with the apparent change in sentiment of the U.S.
market toward smaller vehicles.  Moreover, due to funding
constraints and high potential losses associated with the leasing
of pick-up trucks and SUVs (given the alarming drop in residual
values of these vehicles), Chryslers financial services affiliate,
Chrysler Financial LLC (Chrysler Financial, a sister company in
which Chrysler has no beneficial interest), recently announced its
exit from leasing activities.  As consumers are already burdened
with reduced access to credit, DBRS notes that Chrysler Financials
leasing exit could further erode demand in a very weak market.
DBRS further notes that the overwhelming majority of the Companys
sales are sourced from North America.  As such, unlike GM and
Ford, Chrysler does not have the benefit of significant
international operations to partially offset the sizeable losses
incurred in its native market.

The company's liquidity would appear to be satisfactory for the
short-term.  As of June 30, 2008, Chryslers cash balance totaled
$9.4 billion (excluding restricted cash).  While this amount is
relatively unchanged from the 2007 year-end level, DBRS notes that
the June 2008 balance was augmented by working capital
improvements as well as the expected $2 billion drawdown of term
debt and Chrysler Group note.  Chryslers debt maturity schedule is
also favourable, with no significant near-term maturities.
However, the company's liquidity going forward will likely be
significantly undermined by sizeable cash outflows to fund
operating losses that may increase substantially in the near term.
While U.S. automotive sales are currently expected to reach
approximately 14 million units in 2008, DBRS notes that the rate
of sales the past few months has fallen precipitously, with the
annual rate of sales recorded in July 2008 dropping below 13
million units.  For 2009, the outlook is such that total unit
sales are at best expected to be relatively flat with 2008 levels.

Absent a capital infusion from its parent company (CG, Investor,
LLC, an affiliate of Cerberus Capital Management L. P.), Chrysler
would appear to have few additional sources of liquidity.  Most of
the companys U.S. assets are already encumbered; similarly, any
divestitures are unlikely to generate significant proceeds.

The ratings trend remains Negative. However, in light of todays
rating actions, future losses and associated cash outflows would
have to be considerably below DBRSs expectations to prompt a
further downgrade.  DBRS notes, however, that as of January 1,
2010, Chryslers prospects improve considerably as its revised
labor agreement with the United Auto Workers comes into effect,
substantially improving the company's cost position.  Furthermore,
there may also be a significant level of pent-up demand for
automotive vehicles by this timeframe in light of the depressed
sales levels (i.e., well below secular trend) expected to persist
for the remainder of 2008 and through 2009.

Issuer: Chrysler LLC
Debt Rated: Issuer Rating
Rating Action: Downgraded
Rating: CCC (high)
Trend: Neg
Recovery Rating: --
Notes:
Latest Event: Aug. 18, 2008

Issuer: Chrysler LLC
DebtRated: First Lien Secured Credit Facility
Rating Action: Trend Change
Rating: B (high)
Trend: Neg
Recovery Rating: RR1
Notes:
Latest Event: Aug. 18, 2008

Issuer: Chrysler LLC
DebtRated: Second Lien Secured Credit Facility
Rating Action: Downgraded
Rating: CCC
Trend: Neg
Recovery Rating: RR5
Notes:
Latest Event: Aug. 18, 2008


CMT AMERICA: U.S. Trustee Appoints Five Members to Creditors Panel
------------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appoints five
members to the Official Committee of Unsecured Creditors in CMT
America Corp.'s Chapter 11 cases.

The Committee members include:

   1) Chiqle
      Attn: Joon K. Lee
      1100 South San Pedro Street, Suite A-3
      Los Angeles, CA 90015
      Tel: (323) 343-9148
      Fax: (323) 343-9316
      
   2) Gaze USA Inc.
      Attn: Monica Lee
      2135 East 52nd Street
      Vernon, CA 90058
      Tel: (323) 277-7085
      Fax: (323) 586-8048

   3) Simon Property Group, Inc.
      Attn: Ronald M. Tucker
      225 West Washinton Street
      Indianapolis, IN 46204
      Tel: (317) 263-2346
      Fax: (317) 263-7901

   4) The Taubman Company
      Attn: Andrew S. Conway
      200 East Long Lake Road
      Suite 300
      Bloomfield Hills, MI 48304
      Tel: (248) 258-7427
      Fax: (248) 258-7586

   5) Wellton Express International (Ontario) Inc.
      Attn: Denny Cheung
      2600 Skymark Avenue, Building 3, Suite 201
      Mississouga, Ontario
      Canada, L4W5B2
      Tel: (905) 602-8828
      Fax: (905) 602-8688

Headquartered in Farmington, Connecticut, CMT America Corp. aka
Fairvane Corp. is a 70-store women's clothing retailer.  The
company filed for Chapter 11 protection on July 13, 2008 (Bankr.
D. Del. Case No.08-11434).  The Debtor selected Administar
Services Group LL as its claims agent.  The U.S. Trustee for
Region 2 has yet to appoint an Official Committee of Unsecured
Creditors.  When the Debtor filed for protection against its
creditors, it listed assets between $10 million and $50 million,
and debts between $10 million and $50 million.


CONGOLEUM CORP: New Plan Gives Fair Treatment to Asbestos Claims
----------------------------------------------------------------
Congoleum Corporation and its debtor-affiliates submitted an
outline of its chapter 11 plan of reorganization to the U.S.
Bankruptcy Court for the District of New Jersey.

On Aug. 12, 2008, the Debtors became a party to a term sheet, with
its official committee of bondholders, the asbestos creditors'
committee, the future claimants' representative, claimants'
counsel and Arthur J. Pergament, as collateral trustee.  The term
sheet contains the material terms of a proposed plan of
reorganization for Congoleum and provides for the settlement of
certain litigation, all of which is subject to court approval.

The Troubled Company Reporter said on July 2, 2008, the Hon.
Kathryn Ferguson vacated an order to show cause why Congoleum's
chapter 11 case should not be dismissed or converted to a chapter
7 liquidation proceeding.  Judge Ferguson, however, said she will
dismiss or convert the case if the Debtor cannot file a bankruptcy
plan by the end of 2008, said Tancred Schiavoni, Esq., at
O'Melveny & Myers LLP, counsel for Century Indemnity Co., ACE
American Insurance Co. and ACE Property and Casualty Insurance Co.

The TCR reported on June 17, 2008, that Judge Ferguson issued a
ruling stating that a joint plan of reorganization filed by the
Debtors on Feb. 5, 2008, is not legally confirmable.

The judge said that the plan "is the 12th plan that has been
put forward in this case.  Regrettably, after a dozen tries and
even with a joint plan supported by the key creditor
constituencies, the Debtors still cannot extricate themselves from
the morass that has made all of their previous plans
unconfirmable."

Pursuant to the term sheet, among other items:

   (a) on the effective date of the plan, the reorganized
       successor to Congoleum will issue to holders of the
       8.625% senior notes due 2008 on a pro rata basis new
       senior secured notes in the principal amount of
       $70 million.  In addition, 30% of the common stock of
       reorganized Congoleum will be issued to holders of old
       senior notes on a pro rata basis;

   (b) on the effective date, a stockholders agreement will be
       adopted by reorganized Congoleum and be binding upon all
       holders of new common stock;

   (c) between the effective date and 60 days after the effective
       date, the asbestos trust created in connection with the
       plan will have the right, at its sole option, to (i) sell
       its 70% of the new common stock to the holders of the
       remaining 30% of the new common stock that elect to
       participate on a pro rata basis for $8.75 million in the
       aggregate or (ii) sell 45% of the New Common Stock to the
       participating bondholders for $5.75 million in the
       aggregate.  The put option will be backstopped by one or
       more holders of senior notes;

   (d) reorganized Congoleum will enter into one or more exit
       financing agreements, the terms of which will be acceptable
       to the bondholders' committee, the future claimants'
       representative, the debtors and the asbestos creditors'
       committee, for the purpose of funding certain payment
       obligations and funding reorganized Congoleum's operations.
       The liens securing the exit facility will be senior to the
       liens securing the new senior secured notes.  The exit
       facility will not be senior debt or senior in right of
       payment to the new senior secured notes other than as a
       result of its senior liens; and

   (e) the initial board of directors of reorganized Congoleum
       will consist of five directors.  One of the directors will
       be selected by the bondholders' committee, three will be
       selected jointly by the future claimants' representative
       and the asbestos creditors' committee, and one will be
       reorganized Congoleum's chief executive officer.

The term sheet also provides for the settlement of certain
litigation in connection with the plan as more particularly
described in the term sheet.

William Rochelle of Bloomberg News says that under the new plan,
American Biltrite Inc. will lose its 55% interest in Congoleum's
existing equity.  Bill Rochelle notes that the Debtor obtained the
Court's permission to pay trade creditors' postpetition claims.

A full-text copy of the term sheet is available for free at:

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

                         About Congoleum

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient   
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.   

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., of Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 28, 2008,
in Congoleum Corp.'s 2007 annual report filed with the U.S.
Securities and Exchange Commission, the company's management said
there is "substantial doubt about the company's ability to
continue as a going concern unless it obtains relief from its
substantial asbestos liabilities through a successful
reorganization under Chapter 11 of the Bankruptcy Code."


COREL CORP: S&P Says 'B' Rating Still on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it kept its ratings on
Ottawa-based packaged software provider Corel Corp., including its
'B' long-term corporate credit and senior secured debt ratings, on
CreditWatch with negative implications where they were placed
March 31, 2008. The recovery rating on the senior secured debt is
unchanged at '3'.

The ratings were initially placed on CreditWatch following the
announcement of an unsolicited bid by Cayman Islands-based Corel
Holdings L.P. (CHLP) to acquire all of Corel's common shares
outstanding that it doesn't hold already. However, on Aug. 18,
CHLP announced that it will withdraw its offer so Corel can pursue
alternative methods of maximizing shareholder value; CHLP is
controlled by an affiliate of San Francisco-based private equity
investment company Vector Capital Corp.

"In response to the original bid, Corel's board of directors
formed a special committee to evaluate CHLP's proposal as well
other strategic alternatives," said Standard & Poor's credit
analyst Madhav Hari. "Following the bid withdrawal (because of new
options identified), Corel's board of directors dissolved the
special committee and will now oversee alternative measures, which
have yet to be disclosed," Mr. Hari added.

"Corel's financial and operating results for first-half 2008,
ended May 31, are in line with our expectations. Reported revenues
and EBITDA for the period are up 12.7% and 10.5%, respectively,
from the same period the previous year, driven primarily by
contribution from the InterVideo acquisition. Organic revenue
growth overall has been modest at low-to-mid-single digits.
Operating margins of about 18% have been hurt as Corel's product
mix has been affected by lower-margin digital products (from
InterVideo); however, the shift is consistent with our
expectations and margins are expected to remain relatively stable
in the foreseeable future," S&P says.

"Adjusted debt leverage of 2.9x as of May 31, is conservative for
the rating and remains an important ratings mitigant given our
ongoing view that the company's business risk profile is
vulnerable. Furthermore, with more than US$33 million in cash and
full availability under its US$75 million revolving credit
facility, Corel's liquidity position is adequate.

"The CreditWatch listing primarily reflects our lack of sufficient
information regarding the third-party strategic alternatives that
Corel's board might consider which could impact its business
strategy as well as financial policies. We will resolve the
CreditWatch once we meet with management and fully evaluate the
strategic direction that it plans to pursue," S&P says.


COUDERT BROTHERS: Court to Sign Order Confirming Bankruptcy Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
ruled on Aug. 19, 2008, that he would sign an order confirming
Coudert Brothers LLP's chapter 11 plan, William Rochelle of
Bloomberg News relates.

Mr. Rochelle notes that the Debtor's plan contemplates on paying
39% to unsecured creditors with $26 million claims.  The plan also
established a settlement fund where partners make contributions to
avoid future lawsuits, Bill Rochelle reports.

                      About Coudert Brothers

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

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


COUNTS TRUST: Fitch Junks $50MM Trust Certs Series 2004-1 to CCC
----------------------------------------------------------------
Fitch downgrades and removes from rating watch negative the sole
class issued by COUNTS Trust, Series 2004-1.  These rating action
is effective immediately:

  --$50,000,000 trust certificates to 'CCC' from 'AA'.

Fitch's rating action reflects higher loss expectations due to
greater-than-expected collateral deterioration in reference
portfolio. The negative credit migration is primarily attributable
to the rapid credit deterioration in subprime residential
mortgage-backed securities from the 2004, 2005, and 2006 vintages
as well as exposure to US structured finance collateralized debt
obligations.

COUNTS 2004-1 is a credit linked note structured by Deutsche Bank
AG, whereby investors gain synthetic exposure to a diverse
portfolio of structured finance securities.  The funded exposure
gained through the trust certificates is similar to the credit
risk of the class B TSAR 05 default swap, rated 'CCC' by Fitch,
except that COUNTS 2004-1 has a longer maturity by 2 years.  The
transaction is structured so that the holders of the certificates
benefit from 3.7% credit enhancement provided by the first loss
amount retained by the bank.

The portfolio comprises U.S. subprime RMBS (7.2%), Alternative A
(Alt-A) mortgage loans (16.9%), and U.S. diversified structured
finance CDOs (51.4%).  Subprime RMBS of the pre-2005, 2005 and
2006 vintages account for approximately 4.9%, 1.6% and 0.7% of the
portfolio, respectively.  Since Feb. 27, 2008, approximately 17.6%
of the portfolio has been downgraded with 12.9% of the portfolio
currently on Rating Watch Negative, including 5.5% of U.S.
diversified structured finance CDOs where Fitch expects
significant migration from the current levels.  Additionally, 8.7%
of the portfolio is now rated below investment grade, of which
4.0% of the portfolio is rated 'CCC+' and below.  This compares to
the credit enhancement level of 3.7%.

The rating of the trust certificates addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, well as the stated balance of
principal by the legal final maturity date.

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date.  Fitch
will continue to monitor and review this transaction for future
rating adjustments.


CTX CDO I: S&P Lowers Ratings on 4 Classes to BB, B
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of notes issued by CTX CDO I 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. At the same time, S&P
affirmed its 'AAA' rating on the super senior notes.

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

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

CTX CDO I Ltd.

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

RATING AFFIRMED

CTX CDO I Ltd.
Class              Rating
Super senior       AAA


CWABS TRUST: S&P Junks Ratings on Class M-6, B-1 Securities
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
following four classes from CWABS Asset-Backed Notes Trust 2005-
SD3: class B-1 to 'CC' from 'B'; class M-6 to 'CCC' from 'BB+';
class M-5 to 'B' from 'BBB+'; and class M-4 to 'BB' from 'A'. At
the same time, S&P affirmed its ratings on the seven remaining
classes from this transaction.

The downgrades of classes B-1, M-6, M-5, and M-4 reflect
collateral performance that has eroded available credit support.
Monthly realized losses for this transaction have exceeded excess
interest for eight out of the past 12 periods, or approximately
67% of the past year. Additionally, losses have been approximately
1.62x monthly excess interest, on average, over the past 12
months. The failure of excess interest to cover monthly losses has
resulted in the deterioration of overcollateralization (O/C). For
the July 2008 period, O/C was $734,151.61, which is below its
target of $2,473,276.20, resulting in a deficiency of
approximately $1,739,124.

As of the July 2008 remittance period, cumulative losses for
series 2005-SD3 were 2.55% of the original principal balance,
total delinquencies were 41.48% of the current principal balance,
and severe delinquencies were 27.88% of the current principal
balance.

If delinquencies continue to translate into realized losses, S&P
will likely take further negative rating actions on the
outstanding classes from these transactions.

The affirmations reflect current credit support percentages and
projected credit support percentages (as a percent of the adjusted
pool balance) that S&P believes are sufficient to support the
notes at the current rating levels.

Class                     CCS (%)*     PCS (%) (1)
-----                     --------     -----------
A-1, A-1-B, A-1-C, A-2      40.30            39.10
M-1                         30.91            26.43
M-2                         23.24            15.79
M-3                         15.44             5.85

*CCS-Current credit support. (1) PCS-Projected credit support.

The transaction is 32 months seasoned and has a pool balance of
37.81%. A combination of subordination, excess spread, and O/C
provide credit support for this transaction.

The underlying collateral backing the notes originally consisted
primarily of scratch-and-dent, fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties.

RATINGS LOWERED

CWABS Asset-Backed Notes Trust 2005-SD3
Asset-backed notes

                Rating
Class       To        From
-----       --        ----
M-4         BB        A
M-5         B         BBB+
M-6         CCC       BB+
B-1         CC        B

RATINGS AFFIRMED

CWABS Asset-Backed Notes Trust 2005-SD3
Asset-backed notes

Class                           Rating
-----                           ------
A-1, A-1-B, A-1-C, A-2          AAA
M-1                             AA+
M-2                             AA
M-3                             A+


DAIMLERCHRYSLER FINANCIAL: DBRS Removes Ratings from Review
-----------------------------------------------------------
DBRS downgraded DaimlerChrysler Financial Americas LLC to B (high)
from BB (high).  The trend is Negative.  Concurrently, all ratings
have been removed from Under Review with Negative Implications
where they were placed on July 30, 2008.

The rating action reflects DBRSs concerns regarding the escalating
pressures on the company's operations resulting from the industry-
wide decline in automotive sales, the weakened U.S. economic
environment, the significantly weakened used vehicle market, the
increased cost of funds and the company's reliance on a
deteriorating sister company, Chrysler, LLC.

DBRS expects that the deteriorating U.S. economic environment will
lead to rising loss frequency at a time when loss severity is
expected to remain high.  The significant shift toward smaller,
more fuel-efficient vehicles has weakened the demand for larger
cars, sport utility vehicles and trucks, thereby quickly reducing
wholesale pricing.  Given the preponderance of larger vehicles in
the company's book, DBRS expects continued high losses in the loan
portfolio as well as significant weakness in residual values in
the lease book.  While the company has taken additional
incremental impairments of its lease portfolio and added to
reserves for loan losses, the sizable exposure and the less-than-
optimal portfolio mix leave it open to additional impairments,
especially if consumer sentiment toward larger vehicles remains
unchanged.

Moreover, this action reflects DBRSs concerns that reduced
automotive sales may drive lower originations.  Additionally, DBRS
is concerned that the company's exit from the leasing business may
further pressure origination volumes as Chrysler Financial may not
be successful in converting its lease volume to sales volume.
Further, the reduced sales volumes at Chrysler LLC may have a
negative impact on the dealer base, potentially increasing credit
costs in the wholesale portfolio.  Although this portfolio has
traditionally been well managed, any increases in losses from the
company's historically low levels will have a negative impact on
credit costs.  The continuing softness in demand for certain
Chrysler products further exacerbates loss potential.

Finally, the rating action considers the impact of higher funding
costs and the potential for funding pressures caused by the
stressed and uneven capital markets.  DBRS recognizes that
Chrysler Financial has been successful in renewing the majority of
its conduits and views the capacity of the renewed facilities as
sufficient given the expected reduction in overall origination
volume and the exit from leasing.  However, DBRS notes that the
increased costs of the facilities will pressure operating margins
and further affect earnings generation ability.  Accordingly, DBRS
views Chrysler Financials earnings generation ability as weakened.
This weakness is occurring at a time when solid revenue and income
will be required to offset the impact of the deteriorating
economic environment and depressed used vehicle prices.

The Negative trend reflects the DBRS view that Chrysler Financials
business fundamentals will remain stressed for the foreseeable
future.  Ongoing stress on U.S. household budgets as a result of
increasing food and energy costs, a deteriorating U.S. employment
outlook and continued home price deflation does not bode well for
a swift recovery in auto sales.  Furthermore, the listed factors
will likely increase loss frequency and continue to result in
elevated loss severity levels, thus increasing credit costs and
pressuring earnings.  A reduction in liquidity or an inability to
return to historical profitability levels will further pressure
the ratings.  

Furthermore, additional stress to the balance sheet may have an
impact on the recovery of the secured facilities, thereby altering
the notching between the issuer and secured ratings.

Issuer: DaimlerChrysler Financial Services Americas LLC  
Debt Rated: Issuer Rating
Rating Action: Downgraded
Rating: B (high)
Trend: Neg
Notes:
Latest Event: Aug. 18, 2008

Issuer: DaimlerChrysler Financial Services Americas LLC
Debt Rated: First Lien Secured Credit Facility  
Rating Action: Downgraded
Rating: BB
Trend: Neg
Notes:
Latest Event: Aug. 18, 2008

Issuer: DaimlerChrysler Financial Services Americas LLC
Debt Rated: Second Lien Secured Credit Facility
Rating Action: Downgraded
Rating: B
Trend: Neg
Notes:
Latest Event: Aug. 18, 2008


DEL MONTE: Fitch Affirms BB Issuer Default Rating; Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed the following ratings of Del Monte
Foods Company and Del Monte Corporation.  The Rating Outlook is
Stable.

Del Monte Foods Company (Parent)
  -- Long-term Issuer Default Rating at 'BB'.

Del Monte Corporation (Operating Subsidiary)
  -- Long-term IDR at 'BB';
  -- Senior secured bank facility at 'BB+';
  -- Senior subordinated notes at 'BB-'.

At April 27, 2008, Del Monte's debt totaled approximately
$1.9 billion.  All of Del Monte's debt was issued by Del Monte
Corporation, a wholly-owned operating subsidiary, and is
guaranteed by Del Monte Foods Company, the parent corporation.

Del Monte's ratings reflect the company's balanced financial
strategy, solid cash flow generation, and leading number-one and
number-two market positions in many of the categories in which it
competes.  While acquisition activity has led to periods of higher
than normal leverage, Del Monte's prudent use of internally
generated cash flow and the application of proceeds from
occasional divestitures for debt reduction has enabled it to
protect its credit profile.

The ratings and Outlook also incorporate Fitch's expectation that,
given continued industry-wide commodity and packaging cost
pressures, Del Monte's margins will remain under pressure. Also
considered is the company's plan to increase advertising and
marketing spend in order to support key brand equities and enhance
its ability to take pricing.  However, additional pricing actions,
new product volume and productivity related savings are not
anticipated to fully offset these incremental costs in the near
term.

On June 29, 2008, Del Monte entered an agreement to sell its
seafood business, including StarKist, to Dongwon Enterprises Co.,
Ltd. for 6-7 times the average of the trailing three-year EBITDA
or $363 million, subject to working capital adjustments.  The
transaction received regulatory approval on Aug. 14, 2008, and is
expected to close during the second fiscal quarter of 2009.

Del Monte's credit measures are currently adequate for the rating
category.  Given the anticipated weakness in operating margins,
the company's plan to use the approximate $300 million in net
after-tax StarKist proceeds for debt reduction will help
strengthen its position within the current rating category.

For the fiscal year ended April 27, 2008, total debt-to-operating
earnings before interest taxes depreciation and amortization
(EBITDA) was 4.0 times (x), funds from operations (FFO) adjusted
leverage was 4.7x, and EBITDA-to-gross interest expense was 3.2x.
Del Monte generated $158 million in free cash flow (defined as
cash flow from operations less capital expenditures and dividends)
of which approximately $111 million or 70% was used for debt
reduction.

Del Monte's secured bank facility requires the company to maintain
a total debt-to-EBITDA ratio equal to or less than 5.25x through
Jan. 25, 2009.  The requirement gradually steps down to 3.75x for
the period ending May 1, 2011, and thereafter.  Del Monte must
also maintain a minimum fixed charge coverage ratio of 1.15x.  The
bank agreement contains a material adverse effect clause. Upon the
occurrence of both a change of control and a ratings decline,
subordinated noteholders can require Del Monte to redeem the notes
after all secured obligations have been satisfied.

Del Monte is a producer, distributor and marketer of branded
processed produce, tomato, broth and pet food and snacks in the
U.S. retail market. In fiscal 2008, Del Monte generated
$3.7 billion in revenue.  Consumer Foods and Pet Products
represented 62% and 38% of revenue and 42% and 58% of operating
income (excluding corporate expenses), respectively.  Del Monte's
consumer brands include Del Monte, Contadina and College Inn.  Del
Monte's pet products brands include 9Lives, Meow Mix, Milk-Bone,
Kibbles 'n Bits and Meaty Bone.


DELPHI CORP: Plans to Cut 19% Electronics Division Jobs in U.S.
---------------------------------------------------------------
Delphi Corp. disclosed that it intends to terminate about 600 or
19% of its 3,200 salaried workers in its electronics and safety
division in the U.S. by Dec. 31, 2008, sources report.  According
to The Associated Press, the shift of consumer preference from
light trucks and sports-utility vehicles to smaller cars has been
blamed for low sales of the division's electronic components.

The Detroit News relates that some employees in Auburn Hills and
Flint will also be displaced.  The number of workers to be laid
off represents 6% of Delphi's entire salaried workforce of 10,243.

AP adds that the move is part of a cost-cutting plan, which will
provide the company's division 25% savings, the company's
spokesman Milton Beach suggested.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed $9,162,000,000
in total assets and $23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide $2,550,000,000 in equity financing to
Delphi.


DELTA FINANCIAL: Jasper Dockery Wants Automatic Stay Modified
-------------------------------------------------------------
Jasper Dockery reiterates his request that the United States
Bankruptcy Court for the District of Delaware modify the automatic
stay on the Chapter 11 bankrupty cases of Delta Financial Corp.
and its debtor-affiliates, to allow him to commence the action he
filed against debtor Delta Funding Corp. in the New York District
Court for East Brooklyn, New York, and to accordingly direct the
Debtors to provide adequate protection and satisfy his claims on a
property located at 2127 Pitkin Avenue, in New York.

Mr. Dockery re-asserted that the Debtors participated in
fraudulent conduct that included his claim or levy.  He asserts
that the Court must appoint a trustee under Section 1104 of the
Bankruptcy Code to protect his rights and the rights of all
parties because of the fraud he alleges the Debtors committed.

According to Mr. Dockery, Sections 341(a) and 1099 of the
Bankruptcy Code requires that he must be represented in meetings
with the Debtors.

Mr. Dockery also asserts that Section 1322(b)(2) of the
Bankruptcy Code warrants the full satisfaction of his claim.  He
re-asserted that the Debtors did not give him sufficient notice
of the Debtors' Chapter 11 case and the creditors' Section 341
meeting.

The Court should give him the same right and equal protection
clause it granted to General Electric Capital Corporation,
Mr. Dockery asserts.  He notes that the Court granted GECC the
payment of adequate protection.

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based  
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).  The Debtors' petition listed D.B. Structured Products
Inc. as their largest unsecured creditor holding a $19,500,000
claim.

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors have asked for further extension to their exclusive
plan filing period through July 25, 2008, and solicit and obtain
acceptances of that plan, through Sept. 26, 2008. (Delta
Financial Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


DEPAUW BETA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: DePauw Beta Students Aid Fund, Inc.
        415 Anderson St.
        Greencastle, IN 46135
        County: Putnam

Bankruptcy Case No.: 08-81189

Type of Business: The Debtor is a non-profit social club.

Chapter 11 Petition Date: August 18, 2008

Court: Southern District of Indiana (Terre Haute)

Judge: Frank J. Otte

Debtor's Counsel: KC Cohen
                  (kc@esoft-legal.com)
                  151 N Delaware St Ste 1104
                  Indianapolis, IN 46204
                  Telephone (317) 715-1845
                  Fax (317) 916-0406

Estimated Assets: $500,001 to $1 million

Estimated Debts: $1,000,001 to $10 million

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


EAGLE CREEK: Wants to Employ Stubbs & Perdue as Bankruptcy Counsel
------------------------------------------------------------------
Eagle Creek Subdivision, LLC, asks permission from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ Stubbs & Perdue, P.A. as its bankruptcy counsel.

Trawick H. Stubbs, Jr., Esq., a member of Stubbs & Perdue, will
represent and assist the Debtor in carrying out its duties under
the provisions of Chapter 11 of the U.S. Bankruptcy Code.

Court documents did not disclose the hourly rates that the firm
will charge the Debtor.

Mr. Stubbs assures the Court that the firm does not represent any
interest adverse to the Debtor.

Charlotte, North Carolina-headquartered Eagle Creek Subdivision,
LLC, and its debtor-affiliates are real estate developers managed
by Landcraft Management LLC.  Eagle Creek owns 489 lots worth
about $24.5 million.  The companies are also known as Landcraft
Properties or Landcraft Communities.  Eagle Creek, Eagles Trace,
LLC, Aumond Glen, LLC, Back Creek Farms Subdivision, LLC, and
Saddlebrook Subdivision, LLC, filed their chapter 11 petition on
June 27, 2008 (Bankr. E.D.N.C. Case Nos. 08-04292 through 08-
04296).  Judge J. Rich Leonard presides over the case.  Trawick H.
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the
Debtors in their restructuring efforts.  Eagle Creek's estimated
assets stand at between $10 million and $50 million and estimated
debts at between $10 million and $50 million.


EAU TECHNOLOGIES: June 30 Balance Sheet Upside-Down by $7,140,982
-----------------------------------------------------------------
EAU Technologies Inc.'s balance sheet at June 30, 2008, showed
$4,733,095 in total assets and $11,874,077 in total liabilities,
resulting in a $7,140,982 stockholders' deficit.

At June 30, 2008, the company's balance sheet also showed strained
liquidity with $4,099,164 in total current assets available to pay
$4,448,967 in total current liabilities.

The company reported a net loss of $1,482,632 on total sales of
$137,856 for the second quarter ended June 30, 2008, compared with
a net loss of $7,793,822 on total sales of $303,758 in the same
period of 2007.

Net loss from continuing operations for the three months ended
June 30, 2008, was $1,482,632, compared with a net loss from
continuing operations of $7,621,851 for the same period in 2007.
For the three months ended June 30, 2007, the company had
additional losses of $171,971 related to the Consumer Products
division, which was sold during 2007.  

The significant difference from the current quarter net loss and
the loss during the same period in 2007 is primarily related to
the expense related to the financing agreement entered into with
Water Science in May 2007.  During the period in 2007, the company
recognized a net change in the derivative liability of $2,716,765.

The current quarter net loss includes $228,474 in interest
expense, compared to $283,509 in 2007.  This is due to interest
expense related to the senior note payable entered into in
September 2005, which was extended until March 2009.

Full-text copies of the company's financial statements for the
quarter ended June 30, 2008, are available for free at:

               http://researcharchives.com/t/s?30f3

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 8, 2008,
HJ & Associates, LLC, in Salt Lake City, expressed substantial
doubt about EAU Technologies Inc., fka Electric Aquagenics
Unlimited Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's working capital and stockholders' deficits.

                      About EAU Technologies

Based in Kennesaw, Ga. EAU Technologies Inc., fka as Electric
Aquagenics Unlimited Inc. (OTC BB: EAUI) -- http://www.eau-x.com/  
-- is a supplier of Electrolyzed Water Technology and other
complementary technologies with applications in diverse
industries.


EMPRESA GENERADORA: Fitch Affirms B- Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed Empresa Generadora de Electricidad
Itabo S.A.'s 'B-' international foreign and local currency Issuer
Default Ratings and revised its Rating Outlook to Stable from
Positive.  Fitch also affirms at 'B-/RR4' the US$125 million of
senior notes due 2013 issued by Itabo Finance S.A. Concurrently,
Fitch has affirmed Itabo's 'BBB (dom)' national scale rating.

The Rating Outlook revision reflects the potential need for
additional working capital in light of low collections from
distribution companies.  Itabo's average collection from
distribution companies during the second quarter 2008 was 74%, a
decline from 93% during the same period last year and
significantly below 2007 average collection rate of 101%.  This
reduction reflects the inability of Dominican Republic state-owned
distribution companies to pass through increasing cost of
electricity to end users.  The rating outlook change also reflects
the higher working capital needs due to rising coal prices, which
also increase collections risk as fuel prices are passed through
to the off-takers, increasing Itabo's electricity prices.

Itabo's ratings incorporate the risks of operating electric
generation assets in the Dominican Republic, where distribution
companies have historically reported poor operating performance,
characterized by very high losses and low collections.  The
company's ratings are supported by its strong competitive position
as the lowest cost thermoelectric generator in the country, as
well as its somewhat solid financial profile and experienced
management team.  Itabo operates two low-cost, coal-fueled
electric generation units and sells electricity to three
distribution companies through well-structured, long-term U.S-
dollar-denominated purchase power agreements.

Itabo is a thermo-electric generator in the DR and the second
largest generation plant in the country. The company has a total
installed capacity 433 MW of thermo-electric generation as of
December 2007.  The company is currently owned 50% by AES Corp.'s
subsidiaries and 49.97% by the DR government, which has one sit on
the board of directors.  The balance is owned by former employees
of CDE (Corporacion Dominicana de Electricidad).  AES Dominicana
manages the company under a management contract, for a fee of
2.95% of Itabo's sales, while AES Corp. indirectly controls
Itabo's management board.

Itabo's RR of 'RR4' is constrained by the DR's RR cap.  The
company's recovery analysis is based on the lowest EBITDA reported
by ITABO during the past three years to estimate a stressed
enterprise value.


FANNIE MAE: Investors Say Bailout Inevitable
--------------------------------------------
ABIWorld.org relates that some investors are preparing for a
government bailout as financial conditions continue to worsen at
Fannie Mae and Freddie Mac.  The report, however, notes that the
U.S. Treasury Department and the companies say government
intervention will not be necessary.

                        About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.  
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.  
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

                         About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.


FLEETWOOD INC: Moody's Rates Corporate Family at Caa3
-----------------------------------------------------
Moody's Investors Service downgraded the ratings of Fleetwood
Enterprises, Inc.'s corporate family rating to Caa3 from Caa1;
probability of default to Caa3 from Caa1; and, trust preferred
securities to Ca from Caa3.  The outlook remains negative.

These ratings/assessments were affected by this action:

Fleetwood Enterprises, Inc.:

  -- Corporate family rating to Caa3 from Caa1;
  -- Probability of default to Caa3 from Caa1.

Fleetwood Capital Trust:

  -- $160 million Trust Preferred Cap. Securities due 2028 to Ca
     (LGD5, 85%) from Caa3 (LGD5, 86%).

The downgrade reflects the potential that Fleetwood may experience
a significant cash burn over the next twelve to eighteen months
resulting from the eroding demand in the recreational vehicle and
manufactured housing sectors.  Fleetwood will likely continue with
its asset sales and pledging of assets to make up any cash
shortfalls.

However, Moody's believes that meeting operating cash requirements
through asset sales or the pledging of assets is not reflective of
a sustainable long-term business model.  Furthermore, Moody's
expects that the company will have minimum ability to raise
significant amounts from its remaining properties since these
properties may not command the same values as Fleetwood's other
properties, which have either been sold or pledged as collateral.  

Additionally, Fleetwood's operating performance continues to be
negatively impacted by slowness in the in the US economy,
relatively high fuel prices, contraction in the availability of
credit to support retail purchases of RVs and manufactured
housing, and the shift in product mix towards lower margin RVs.

The erosion in Fleetwood's core markets is reflected in the
significant negative trend in its backlog orders.  Current motor
homes backlog is approximately 69% lower on a year-over-year
basis, 42% lower for travel trailers and 60% lower for
manufactured housing for the same period.  Additionally, increased
foreclosures of site-built homes are adding pressures to the
company's manufactured housing business.

Fleetwood's liquidity could be challenged as it contends with the
likely December 15th put of its $100 million in convertible senior
subordinated debentures. Fleetwood, at its option, can elect to
pay the repurchase price in common stock, cash, or a combination
thereof.  Although a greater reliance on the issuance of common
equity to cover the put would preserve liquidity, Moody's remains
concerned that the company's liquidity position could,
nevertheless, become stressed during 2009 as a result of its
continuing operating cash burn.  Moody's also notes that to the
extent that Fleetwood chooses to rely more heavily on the issuance
of shares to satisfy the put there will be greater equity dilution
and consequently greater pressure on the stock price.

The negative outlook reflects Fleetwood's difficult operating
environment resulting from the weak US economy and the weak credit
market for retail purchases of RVs and manufactured homes.  
Despite the restructuring activities, including asset sales and
the recent equity infusion, Fleetwood faces considerable
challenges to restore a business model that is able to generate
positive earnings and cash flow.

Fleetwood Enterprises Inc., headquartered in Riverside,
California, is one of the nation's leading producers of both RVs
and manufactured housing.  Sales for FY08 ended April 27, 2008
totaled about $1.7 billion.


FORD MOTOR: DBRS Confirms B Issuer Rating, Trend Changed to Neg
---------------------------------------------------------------
DBRS confirmed the ratings of Ford Motor Company, including Ford's
Issuer Rating at B (low).  Ford Motor Credit Company LLC and Ford
Credit Canada Limiteds short- and long-term debt are confirmed at
B and R-4, respectively.  The trends are changed to Negative.  
(This confirmation reflects the maintenance of the one notch
rating differential between the parent company and the credit
company). Additionally, based on DBRSs Leveraged Finance Rating
Methodology, DBRS has assigned recovery and instrument ratings to
Fords Senior Secured Credit Facilities and Long-Term Debt of RR3/B
(previously rated B (high), the new rating a result of the
Leveraged Finance Rating Methodology) and RR5/CCC (high).  
Notwithstanding the challenging environment, DBRS is confirming
the Issuer Rating, albeit with a Negative trend, (which is
assigned to all ratings). The ratings action reflects our opinion
that for the time being, past rating downgrades are sufficient in
light of Fords ongoing positive performance in automotive markets
outside North America, progress in cost reductions and the
continuing (albeit reduced) liquidity position.  All the ratings
are now on Negative trend, reflecting the sharp downturn in the
U.S. automotive industry, combined with the dramatic shift in
vehicle segmentation toward smaller vehicles and away from SUVs
and pick-up trucks, which represent the company's traditional
product strengths. With this rating action, Ford is removed from
Under Review with Negative Implications, where it was placed on
June 20, 2008.

The company's business profile has been significantly undermined
by the dramatic deterioration of the automotive industry in North
America, where aggregate demand has dropped sharply given the
well-documented economic concerns in the United States.  Light
vehicle sales in this market are estimated to be in the range of
14.0 million units, which represents the lowest total in well over
a decade.  This has been exacerbated by the sharp rise in oil and
fuel prices, which has resulted in a significant acceleration of
the shift away from larger vehicles (such as SUVs and pickup
trucks) and toward smaller vehicles (e.g., passenger cars and
crossover utility vehicles).  Ford has been materially adversely
impacted by these market developments as it previously focused on
the larger (and typically more profitable) vehicles and as such is
currently under-represented in the smaller vehicles segment.  The
shift in vehicle segmentation has been so dramatic that it
compelled the company to actually delay the introduction of the
new F150 (given high inventories of the existing model), Fords
flagship model that was previously also the best-selling vehicle
in the United States for more than twenty consecutive years.
Through July 2008, the company's unit sales for the year dropped
15%, relative to a total decline of 11% in the U.S. market. (Fords
retail market share has, however, held relatively firm, with much
of the lost sales being attributable to a deliberate reduction in
fleet activities, particularly daily rental.)

In the second quarter (ending June 30) of 2008, the company posted
a record loss of $8.6 billion.  DBRS notes that the results
incorporate large (albeit non-cash) impairments for both Fords
automotive operations and Ford Motor Credit Company LLC in the
amounts of $5.3 billion and $2.1 billion; the impairments can also
be attributed to the sharp shift in vehicle segmentation described
previously. Fords North American automotive operations incurred a
second quarter loss of $1.3 billion (vis-a-vis a loss of $300
million in the second quarter of 2007).

In reaction to the deteriorating U.S. market, Ford last month
unveiled an accelerated Transformation Plan.  The Transformation
incorporates a stronger shift toward lean manufacturing (i.e.,
matching capacity to demand), smaller vehicles and fuel-efficient
powertrains.  Key components of the Transformation include:

   -- Additional small cars and CUVs to be introduced in North
      America, including several models in the B and C segments
      that will be transitioned from Europe.

   -- Three truck and SUV plants to be converted to small cars,
      with retooling to begin in December 2008.

   -- Hybrid vehicle production and lineup to double by 2009.

   - Four-cylinder engine capacity in North America to double by
     2011.

While DBRS views positively the measures put forward by the
Transformation, it has also noted that most of the associated
benefits are not expected to result prior to 2010, when Ford will
also gain significant cash savings as its new labour agreement
with the United Auto Workers comes into full effect.  However,
DBRS views the 18 months prior to 2010 as the most challenging
period confronting the company, with industry conditions in North
America expected to remain severe.

While North America remains Fords core market (with a turnaround
in this region vital for the companys long-term viability), its
business profile does benefit from significant international
operations.  DBRS notes that the foreign operations now represent
approximately 45% of total revenues and generated more than $4
billion in pre-tax profits in the 18 month period ending June
2008.

While Fords cash burn rate going forward remains a significant
concern, liquidity would appear to be satisfactory for the short-
term, with the company's liquidity position being stronger than
either that of Chrysler LLC or General Motors Corporation.  As of
June 30, 2008, Fords cash position totaled $26.6 billion, with an
additional $11.6 billion available in secured and unsecured credit
lines.  Taking into account first half results with anticipated
further losses through the end of the year, DBRS expects cash
balances of approximately $20 billion as of year-end 2008.

DBRS notes that as most of Fords assets are already encumbered,
the company has little room to raise additiona1 debt. Similarly,
while Ford is said to be considering further asset sales, DBRS
does not expect significant proceeds to be generated from such
divestitures, which would more likely be executed to reduce the
distraction of senior management as it proceeds further with the
Companys restructuring activities.  Notwithstanding, Fords
liquidity position should suffice through 2010, particularly in
light of the remaining credit availability. (DBRS notes that the
Company remained well in compliance with its borrowing base
requirements as of June 30, 2008.)  Fords debt maturity schedule
is also favorable, with no significant maturities over the next
four years.

The ratings trend is Negative. In the event that losses and
associated cash outflows escalate well above the level already
anticipated, a downgrade would be likely.  DBRS notes, however,
that as of Jan. 1, 2010, Fords prospects will improve considerably
as its revised labour agreement with the United Auto Workers  
comes into effect, substantially reducing the Companys cash
outflow.  Furthermore, there may also be a significant level of
pent-up demand for automotive vehicles by this timeframe in light
of the depressed sales levels (i.e., well below secular trend)
expected to persist for the remainder of 2008 and through 2009.

Issuer: Ford Motor Company
Debt Rated: Issuer Rating
Rating Action: Trend Change
Rating: B (low)
Trend: Neg
Recovery Rating: --
Notes:
Latest Event: Aug. 18, 2008

Issuer: Ford Motor Company
Debt Rated: Senior Secured Credit Facilities
Rating Action: Downgraded
Rating: B
Trend: Neg
Recovery Rating: RR3
Notes:
Latest Event: Aug. 18, 2008

Issuer: Ford Motor Company
Debt Rated: Long-Term Debt
Rating Action: Trend Change
Rating: CCC (high)
Trend: Neg
Recovery Rating: RR5  
Notes:
Latest Event: Aug. 18, 2008

Issuer: Ford Motor Credit Company LLC
Debt Rated: Issuer & Long-Term Debt
Rating Action: Trend Change  
Rating: B
Trend: Neg
Recovery Rating:
Notes:
Latest Event: Aug. 18, 2008

Issuer: Ford Motor Credit Company LLC
Debt Rated: Short-Term Debt
Rating Action: Trend Change
Rating: R-4
Trend: Neg
Recovery Rating:
Notes:
Latest Event: Aug. 18, 2008

Issuer: Ford Credit Canada Limited
Debt Rated: Long-Term Debt (guar. by Ford Motor Credit Co.)
Rating Action: Trend Change
Rating: B
Trend: Neg  
Recovery Rating:
Notes:
Latest Event: Aug 18, 2008

Issuer: Ford Credit Canada Limited
Debt Rated: Commercial Paper (guar. by Ford Motor Credit Co.)
Rating Action: Trend Change
Rating: R-4
Trend: Neg
Recovery Rating:
Notes:
Latest Event: Aug. 18, 2008


FOUR WINDS: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Four Winds Inn, Inc.
        1411 Wilmington Pike
        West Chester, PA 19382

Bankruptcy Case No.: 08-15218

Type of Business: The Debtor operates a restaurant and motel  
                  business.

Chapter 11 Petition Date: August 15, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsels: John A. Gagliardi
                   (jgagliardi@swartzcampbell.com)
                   Swartz Campbell LLC
                   One S. Church St., Ste. 400
                   West Chester, PA 19382
                   Telephone (610) 692-9500
                   Fax (610) 692-4936

                          and

                   John Albert Wetzel
                   (jwetzel@swartzcampbell.com)
                   One South Church Street
                   Suite 400
                   West Chester, PA 19382
                   Telephone (610) 692-9500
                   Fax (610) 692-4936

Estimated Assets: $1,000,001 to $10 million

Estimated Debts: $1,000,001 to $10 million

A copy of Debtor's petition and a list of its 10 largest unsecured
creditor is available for free at:

             http://bankrupt.com/misc/paeb08-15218.pdf


FRANKLIN BANK: Faces Delisting Due to Form 10-Q Filing Delay
------------------------------------------------------------
Franklin Bank Corp. received a letter from the staff of The NASDAQ
Stock Market regarding its failure to file its Quarterly Report on
Form 10-Q for the period ended June 30, 2008, with the Securities
and Exchange Commission as required by Nasdaq Marketplace Rule
4310.

Franklin's common stock is listed on Nasdaq.  Additionally, on
Aug. 19, 2008, Franklin received a letter from the staff of The
American Stock Exchange Inc. in connection with Franklin's failure
to file the June Form 10-Q with the SEC as required by Sections
134 and 1101 of the AMEX Company Guide and its listing agreement.

Franklin's Series A Non-Cumulative Perpetual Preferred Stock
trades on the AMEX.  Franklin has previously disclosed receipt of
similar letters from the Nasdaq staff and AMEX staff, with respect
to Franklin's failure to file with the SEC its Annual Report on
Form 10-K for the year ended Dec. 31, 2007 and Quarterly Report on
Form 10-Q for the period ended March 31, 2008, and that such
failures constituted a basis for delisting Franklin's shares of
common stock and Preferred Stock from trading on their respective
exchanges.

Under the rules of Nasdaq and the AMEX, the failure to file the
June Form 10-Q serves as an additional basis for delisting
Franklin's common stock and the Preferred Stock, respectively.

Both the Nasdaq Letter and the AMEX Letter were expected as a
consequence of the failure to file the June Form 10-Q and their
issuance was in accordance with standard practice of Nasdaq and
the AMEX, respectively.

Headquartered in Houston, Texas, Franklin Bank Corp. (NASDAQ:FBTX)
-- http://www.bankfranklin.com-- through its subsidiary, Franklin  
Bank S.S.B., provides financial services.  The company was formed
in April 2002.


FREDDIE MAC: Investors Say Bailout Inevitable
---------------------------------------------
ABIWorld.org relates that some investors are preparing for a
government bailout as financial conditions continue to worsen at
Fannie Mae and Freddie Mac.  The report, however, notes that the
U.S. Treasury Department and the companies say government
intervention will not be necessary.

                        About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.  
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.  
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

                         About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.


FRED LEIGHTON: Inks Stipulation on $10.5 Million Sale of Brooch
---------------------------------------------------------------
A stipulation and agreed order was entered into by Fred Leighton
Holding, Inc. and its debtor-affiliates, Merrill Lynch Mortgage
Capital, Inc. as secured lender, and Christie's Inc.: (a)
authorizing the Debtors to enter into a certain sale agreement,
and (b) allowing Herrick, Feinstein, LLP to hold proceeds of the
sale in escrow, pending further order from the U.S. Bankruptcy
Court for the Southern District of New York.

On May 2, 2008, debtor Calypso Mines, LLC, Merrill Lynch and
Christie's entered into a letter agreement permitting Christie's
to sell privately a certain piece of jewelry referred to as the
Empress Eugenie Brooch, an antique diamond bow brooch by Kramer.

Title to the brooch is held by Calypso and Merrill Lynch asserts a
first priority and perfected security interest in the brooch.

Subject to court approval of the agreement, the brooch was to be
sold to the Musee du Louvre for $10,500,000.  The brooch was
valued by Benjamin Zucker, president of The Precious Stones
Company, at $7,000,000 in August 2005.  After deduction of
Christie's commission, excluding taxes, the net proceeds from the
sale total $9,975,000.

                       About Fred Leighton

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

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



FRED LEIGHTON: Gets Fifth Interim Order on Use of Cash Collateral
-----------------------------------------------------------------
Fred Leighton Holding Inc. and its debtor-affiliates obtained from
the U.S. Bankruptcy Court for the Southern District of New York a
fifth interim authority to use cash collateral of Merrill Lynch
Mortgage Capital Inc. through Aug. 31, 2008.  

A final hearing on the Debtors' request for use of cash collateral
is set for Aug. 28, 2008, at 10:00 a.m.  Objections to the cash
collateral motion are due Aug. 22, 2008, at 12:00 noon.

The fifth interim order was issued by the Court on July 15, 2008.  
Fourth interim order was issued on July 1, 2008; third interim
order was issued on May 28, 2008; second interim order was issued
on May 14, 2008; and the first interim order was issued on April
30, 2008.

In its motion to use cash collateral, the Debtors had noted that
they initially requested that the Court hold an interim hearing in
respect of their cash management motion and cash collateral motion
on April 18, 2008.  The Debtors subsequently adjourned the motions
without date, in light of an ongoing effort by the Debtors and
Merrill Lynch to negotiate terms of a mutually agreeable proposed
interim order for both motions.

In 2005, the special collection of 101 pieces by Ralph O. Esmerian
and his family who own Fred Leighton was appraised by Benjamin
Zucker for $80 million at retail value.  Merrill Lynch accepted
the Zucker appraisal and loaned debtor Calypso Mines, LLC $57
million or 60% of the retail value of the special collection in
December 2005.

In March 2006, Merrill Lynch loaned Fred Leighton $110 million
with which it purchased the assets for the former Fred Leigton
business, including about $100 million of antique jewelry at cost.  
Merrill Lynch also provided a line of credito for the new Fred
Leighton entity an additional $20 million.

At present, the total amount owed to Merrill Lynch under the
Calypso loan and the Fred Leighton loan is about $181 million.

The Merrill Lynch debt is presently secured by five separate
collections of jewelry:

   a. the special collection, owned by Calypso, consisting of 83
      museum quality pieces with an appraised retail value of
      about $77 million;

   b. the Foxtrot collection consisting of 10 items with an
      appraised retail value of about $33 million;

   c. the Tango jewelry consisting of about 1,500 items with a
      value at cost of about $40 million;

   d. the Endymion jewelry consisting of about 250 items with a
      value at cost of about $27 million; and

   e. the Fred Leighton jewelry inventory consisting of about
      10,000 items with a value at cost of about $99 million.

                       About Fred Leighton

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

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


FRED LEIGHTON: May Hire Herrick Feinstein as Bankruptcy Counsel
---------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York gave Fred Leighton Holding Inc. and
its debtor-affiliates permission to employ Herrick, Feinstein LLP
as their principal bankruptcy counsel.

Herrick began providing general advice to the Debtors in mid March
2008.

Herrick will assist the Debtors in executing faithfully their
duties as debtors-in-possession and implementing the
reorganization of the Debtors' financial affairs, among others.

Herrick's fees for professional services are based upon its
standard hourly rates, which are periodically adjusted.  The
firm's hourly rates ranges from $385 to $850 for members and
counsel, $270 to $465 for associates and $175 to $230 for legal
assistants.  The Debtors paid Herrick $150,000 retainer.

The Debtors maintained that the firm and its professionals are
"disinterested persons" as defined in section 101(4) of the U.S.
Bankruptcy Code.

                       About Fred Leighton

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

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


FRED LEIGHTON: Court OKs Blank Rome as Counsel to Creditors' Panel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors of Fred
Leighton Holding Inc. and its debtor-affiliates authority to
retain Blank Rome LLP as its counsel.

Blank Rome will render legal services as the Committee may
consider desirable to discharge its responsibilities and further
the interests of the Committee's constituents in the case.  In
addition to acting as primary professional spokesperson for the
Committee, Blank Rome will assist in the administration of the
case and the exercise of oversight with respect to the Debtors'
affairs including all issues arising from or impacting the Debtors
or the Committee.

Blank Rome's customary hourly rates ranges from $380 to $745 for
partners, $245 to $475 for associates, and $105 to $280 for legal
assistants, law clerks and paraprofessionals.

The Committee related that Blank Rome do not hold or represent any
interest materially adverse to the Debtors, their estates or the
Committee.

The firm can be reached at:

   Michael Z. Brownstein, Esq.
   Member, Blank Rome LLP
   405 Lexington Avenue
   New York, NY 10174

                       About Fred Leighton

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

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


FRIENDSHIP VILLAGE: Fitch Cuts $80.5 Million Revenue Bonds to BB-
-----------------------------------------------------------------
Fitch Ratings has downgraded Friendship Village of Schaumburg's,
Illinois outstanding $80.5 million of series 2005 A&B revenue
bonds to 'BB- from 'BB' (issued through the Illinois Finance
Authority).  The Rating Outlook remains Negative.

The downgrade to 'BB-' reflects the increasing difficulty of
converting sales to move-ins, lower than projected occupancy in
the Bridgegate apartments and a rate covenant violation in fiscal
2008.  The continued weakness in the local residential real estate
market combined with poor investment returns has made converting
sales to move-ins exceptionally challenging.  Management has been
proactive in developing several marketing initiatives to
counteract the current market environment.  Fitch believes these
strategies have been successful in improving overall sales
relative to the initial contract offerings.  However, the getting
potential residents to move-in is taking longer and requiring
greater incentives which has negatively affected of FVS' financial
performance in fiscal 2008.

Further, occupancy in the BG apartments continues to lag
projections reflecting the more difficult sales and marketing
environment and a higher number of unit turnovers.  At July 31,
2008, FVS had 143 10% pre-sale deposits on the 170 independent
living units (84.1%) at Bridgewater Place (up 15 units from the
end of December 2007) while occupied units increased to 125
(73.5%) from 105 since Dec 31, 2007.  Census in the BG apartments
continues to lag budget as the BG units have experienced higher
than anticipated turnovers in 2008.  At July 31, 2008, census in
the BG apartments was 365 compared to a budget of 392 units and
390 on July 31, 2007.  However, Fitch notes that FVS had 24 net
sales of BG apartments from May through May as the new pricing
matrix implemented in December 2007 creates greater value
separation between Bridgewater Place and BG.  Management expects
occupancy of the BG apartments to improve as inventory of
Bridgewater Place apartments declines.

As a result of lower than budgeted entrance turnover receipts on
the BG apartments, debt service coverage (as defined under the
indenture) in fiscal 2008 was 1.05 times (x) which requires
engagement of an outside consultant to issue a Management Report
to make recommendations to improve the community's financial and
operational performance.  Management is budgeting debt service
coverage of 1.49x for the current fiscal year ending March 31,
2009. .

The Negative Rating Outlook reflects the on-going uncertainties in
the real estate and investment markets and the potential reduction
in FVS' liquidity profile.  Bond covenants require FVS to pay off
up to $25 million of series 2005C bonds from amounts in the
entrance fee fund (subject to minimum liquidity covenants) on Dec.
31, 2008.  At of May 31, 2008, the balance in the entrance fee
fund was approximately $26.3 million.  Fitch views the pay down of
the full $25 million series 2005C bonds negatively based on
current amounts in the entrance fee fund since it would
significantly reduce FVS' liquidity position.  The community is
currently in discussions to reduce the impact of the pay down on
the series C bonds.  Fitch intends to formally review FVS within
the next six months.

Friendship Village of Schaumburg is a Type B continuing care
retirement community currently consisting of 640 independent
living apartments, 28 independent living cottages, 99 assisted
living units (including 23 dementia units) and 248 skilled nursing
beds.  The facility is located in Schaumburg, IL, approximately 30
miles northwest of downtown Chicago.  In fiscal 2008, FVS had
total revenues of $38.8 million.  FVS' disclosure language
provides for annual audited financials and quarterly financial
statements to be delivered to bondholders.  Fitch views FVS'
disclosure language favorably.  Disclosure to date has been
excellent and includes regularly scheduled investor calls.


GENERAL MOTORS: DBRS Cuts Issuer Rating to B, Trend Now Negative
----------------------------------------------------------------
DBRS downgraded the long-term ratings of General Motors
Corporation, including the Issuer rating to B (low) from B (high).
Additionally, based on DBRSs Leveraged Finance Rating Methodology,
DBRS has assigned recovery and instrument ratings to GMs Secured
Credit Facilities and Long-Term Debt of RR2/B (high) and RR4/CCC
(high) respectively, (the secured credit rating is a newly
assigned rating, while DBRS is confirming the long-term unsecured
debt).  All trends are Negative.  The ratings action reflects the
sharp downturn in the U.S. automotive industry, combined with the
dramatic shift in vehicle segmentation toward smaller vehicles and
away from SUVs and pick-up trucks, which represent the company's
traditional product strengths.  This has resulted in significant
cash burn associated with poor operating results (considerably
below DBRSs expectations) in the company's core North American
operations.  With this rating action, GM is removed from Under
Review with Negative Implications, where it was placed on June 20,
2008.

The company's business profile has been significantly undermined
by the dramatic deterioration of the automotive industry in North
America, where aggregate demand has dropped sharply given the
well-documented economic concerns in the United States.  Light
vehicle sales in this market are estimated to be in the range of
14.0 million units, which represents the lowest total in well over
a decade.  This has been exacerbated by the sharp rise in oil and
fuel prices, which has resulted in a significant acceleration of
the shift away from larger vehicles (such as SUVs and pickup
trucks) and toward smaller vehicles (e.g., passenger cars and
crossover utility vehicles).  GM has been materially adversely
impacted by these market developments as it focused on the larger
(and typically more profitable) vehicles and as such is currently
under-represented in the smaller vehicles segment.  Accordingly,
through June 2008, the company's unit sales for the year dropped
17%, relative to a total decline of 10% in the U.S. market, with
GMs market share through this period dropping to 21.3% vis-à-vis a
level of 22.8% through June 2007.  (DBRS notes that a portion of
the lost sales is attributable to a deliberate reduction in fleet
activities.)

In the second quarter (ending June 30) of 2008, the company posted
a loss of $15.5 billion.  While this figure incorporates several
special items that total $9.1 billion, even excluding such
adjustments, GMs loss for the quarter was $6.3 billion, of which
more than $4 billion was attributable to GMs core North American
operations.  Perhaps even more alarming was the very sharp drop in
North American revenue, which totaled $29.7 billion in the second
quarter of 2007 but plummeted to $19.8 billion in that period this
year.  While this decrease may be slightly exaggerated given the
effects of the twelve-week long strike at American Axle &
Manufacturing Holdings Inc., DBRS notes that much of the lost
production would likely have had to be undertaken by GM in any
event over the course of this year.  This drop in revenue aptly
illustrates the challenge facing the company, with significantly
reduced volumes in addition to sharply lower average transaction
prices as consumers move toward smaller vehicles.  Additionally,
while GM has several new car models in its product pipeline over
the next 18 months, DBRS notes few of the planned introductions
are expected to be high-volume models, such that they would
significantly offset lost sales in the truck and SUV segments.

While North America remains GMs core market, with a turnaround in
this region vital for the company's long-term viability, its
business profile does benefit from significant international
operations, which in 2007 represented 39% of total revenues and
generated $2.1 billion in earnings before taxes.  (DBRS notes that
the 2008 profitability of the foreign operations trails previous-
year levels as of the end of the first half; however this is
largely attributable to adverse currency effects and losses
resulting from a one-time adjustment related to hedge accounting.)

Liquidity would appear to be satisfactory for the short-term, with
the company's liquidity position as of June 30, 2008, totaling $21
billion. However, this represents a sharp decrease from the 2007
year-end level of $27 billion.  GM recently publicly announced
that its operations require a minimum level of cash in the range
of $11 billion to $14 billion, (the majority of which is allocated
toward supplier payments due each month).  DBRS notes that given
the company's recent cash burn rate in the context of expected
severe conditions in North America through the end of 2009, GM
could potentially face a liquidity crisis as 2010 approaches,
absent any counteractive measures executed by the company.
Additionally, the company's ongoing commitments to Delphi
Corporation as it attempts to emerge from Chapter 11 bankruptcy
proceedings further strain GMs liquidity.

To help alleviate such concerns, in mid-July several new
initiatives were announced in order to bolster GMs liquidity.
These initiatives consisted of operating actions, potential asset
sales and financing activities that total approximately $15
billion through the end of next year.  When assessing the
company's proposed liquidity plan, DBRS notes that there is
considerable execution risk with respect to the recently announced
initiatives.  However, DBRS also observes that GM has access to
approximately $5 billion in undrawn and committed bank lines.
Moreover, the company still has in excess of $20 billion in
unencumbered assets that could support future secured debt
financings.  Further taking into account possible divestitures of
non-core assets, DBRS believes that GM has sufficient measures at
its disposal to ensure an adequate liquidity position through
2010.

The ratings trend remains Negative.  In the event that losses and
associated cash outflows escalate well above the level already
anticipated, a further downgrade would be likely.  DBRS notes,
however, that as of Jan. 1, 2010, GMs prospects improve
considerably as its revised labor agreement with the United Auto
Workers comes into effect, substantially improving the company's
cost position.  Furthermore, there may also be a significant level
of pent-up demand for automotive vehicles by this timeframe in
light of the depressed sales levels (i.e., well below secular
trend) expected to persist for the remainder of 2008 and through
2009.

Issuer: General Motors Corporation  
Debt Rated: Issuer Rating
Rating Action: Downgraded
Rating: B (low)
Trend: Neg
Recovery Rating: --
Notes:
Latest Event: Aug. 18, 2008

Issuer: General Motors Corporation
Debt Rated: Long-Term Debt
Rating Action: Downgraded  
Rating: CCC (high)
Trend: Neg
Recovery Rating:RR4  
Notes:
Latest Event: Aug. 18, 2008

Issuer: General Motors Corporation
Debt Rated: Convertible Debentures  
Rating Action: Downgraded
Rating: CCC (high)
Trend: Neg
Recovery Rating: RR4
Notes:
Latest Event: Aug. 18, 2008

Issuer: General Motors Corporation
Debt Rated: Ind. Dev. Empower. Zone Rev. Bds., S2004 (Issued by
NYC Ind. Dev. Agency, Guar. by GM)  
Rating Action: Downgraded
Rating: CCC (high)
Trend: Neg
Recovery Rating: RR4
Notes:
Latest Event: Aug. 18, 2008

Issuer: General Motors Corporation
Debt Rated: Commercial Paper
Rating Action: Confirmed
Rating: R-5
Trend: --
Recovery Rating: --
Notes:
Latest Event: Aug. 18, 2008

Issuer: General Motors Corporation
Debt Rated: Secured Bank Facilities
Rating Action: New Rating
Rating: BB (low)
Trend: Neg
Recovery Rating: RR2
Notes:
Latest Event: Aug. 18, 2008


GLACIER FUNDING: Fitch Downgrades 4 and Affirms 1 Class of Notes
----------------------------------------------------------------
Fitch Ratings has downgraded four and affirmed one class of notes
from Glacier Funding CDO II, Ltd./Inc.  Four classes of notes have
been removed from Rating Watch Negative.  These rating actions are
effective immediately:

  -- $157,894,465 class A-1 notes downgraded to 'AA-' from 'AA+',
     and removed from Rating Watch Negative;
  -- $70,000,000 class A-2 notes downgraded to 'BBB-' from 'BBB+',
     and removed from Rating Watch Negative;
  -- $65,750,000 class B notes downgraded to 'CCC' from 'BB' and   
     removed from Rating Watch Negative;
  -- $19,068,159 class C notes downgraded to 'C' from 'CC' and
     removed from Rating Watch Negative;
  -- $4,350,933 class D notes affirmed at 'C'.

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

Glacier II is a collateralized debt obligation that closed
Oct. 12, 2004, and is managed by Terwin Money Management LLC.
Glacier II exited its substitution period in February 2007.
Glacier II's portfolio is comprised of subprime RMBS (51.0%),
Alternative-A (Alt-A) RMBS (12.6%) all of which is from the pre-
2005 vintages, prime RMBS (14.8%), commercial mortgage backed
securities (CMBS) (12.1%), and Structured Finance CDOs (6.5%),
commercial ABS (1.1%), Non-SF CDOs (0.9%), and Real Estate
Investment Trusts (1.0%).  Subprime RMBS of the pre-2005, 2005,
2006, and 2007 vintages account for approximately 42.7%, 1.1%,
2.6%, and 4.6% of the portfolio.  SF CDOs of the pre-2005 and 2006
vintages account for approximately 4.9% and 1.6% of the portfolio.

Since the last review conducted in November 2007, approximately
32.6% of the portfolio has been downgraded.  The portion of the
portfolio rated below investment grade is now 29.1% while 3.2% of
the portfolio is on Rating Watch Negative.

The collateral deterioration has caused the class A/B, C, and D
principal coverage tests to fall below their respective triggers
of 103.3%, 101.6%, and 101.0%.  They are failing at 93.3%, 87.6%,
and 86.4%, respectively.  As a result of the failure of these
tests, interest proceeds that would otherwise be used to pay class
C and D interest are being used to delever the class A-1 notes.
Since closing, the class A-1 notes have paid off approximately
51.4%.  Class A-2 and B continue to receive interest but will not
start to pay off until class A-1 is paid-in-full.  Consistent with
the ratings, Fitch expects the class C and D notes to receive only
capitalized interest payments in the future with no ultimate
principal recovery.

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

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date.  Fitch
will continue to monitor and review this transaction for future
rating adjustments.


GREEKTOWN CASINO: Parties Balk at June 2009 Plan-Filing Extension
-----------------------------------------------------------------
Various parties opposed Greektown Casino LLC and its debtor-
affiliates' request to extend the period wherein they can
exclusively file a plan of reorganization, through and including
June 1, 2009, and to solicit acceptances of that plan through
Sept. 1, 2009.

The Debtors' exclusive plan filing period was set to expire on
Sept. 26, 2008, and their plan solicitation period, on Nov. 25,
2008.

The Debtors told the U.S. Bankruptcy Court for the Eastern
District of Michigan that they are completing construction of the
Greektown Casino entertainment complex, which includes a casino, a
400-room luxury hotel, exhibit and banquet rooms, and a theater
venue.  They said they need to design a plan of reorganization
that maximizes value through completion of the Entertainment
Complex construction and operation of that Complex and the casino
as an integrated facility.

Moreover, the plan process cannot begin before the Entertainment
Complex is finished because the Debtors will need time to review
the Complex's performance with stabilized operations in its
place, and financial results of the Complex cannot be known or
accurately predicted unless it is completed and already
operating.  Once the Entertainment Complex is operating and
generating revenues, the Debtors pointed out, they will be able to
make revenue and profit analyses of the Complex and they can start
analyzing and negotiating a potential plan of reorganization and
its terms.

                     Various Parties Object

Several parties, including the Official Committee of Unsecured
Creditors, the U.S. Trustee, Deutsche Bank Trust Company
Americas, the Michigan Gaming Board and the City of Detroit
expressed their opposition to the Debtors' exclusive period
extension request.

In separate Court-approved stipulations, the Debtors consented to
the filing of objections by Comerica Bank, Merrill Lynch Capital
Corporation, and Ted and Maria Gatzaros by no later than
August 15, 2008.

1. Creditors Committee

The Official Committee of Unsecured Creditors argues that the
Debtors' request to extend until June 1, 2009, their exclusive
right to file a Chapter 11 plan, and until Sept. 1, 2009, to
solicit and obtain acceptances of that plan, should not be
granted.

The Committee's counsel, Robert d. Gordon, Esq., at Clark Hill
PLC, in Detroit, Michigan, contends that the Debtors' bankruptcy
cases are not really large or complex as they are not engaged in
the financial or operational restructuring of multiple business
segments, involving numerous domestic and foreign manufacturing
facilities.

Instead, he cites, the Debtors operate a single casino in
Greektown, a facility that has been operated by the same owners
since November 2000.  

The Committee also disagrees with the Debtors' argument that the
extension request is necessary as the construction of the hotel
in the Expanded Complex will not be operational until February
2009.  Mr. Gordon asserts that the Debtors are currently capable
of developing financial projections, arranging exit financing,
and formulating and proposing a plan of reorganization even
before the hotel is completed.  

Moreover, Mr. Gordon adds, the Debtors have not demonstrated that
their financial performance data after completion of the Expanded
Complex and prior to June 1, 2009, will be helpful and necessary
to proposing a plan, Mr. Gordon adds.  

Mr. Gordon informs Judge Shapero that the Debtors have not
engaged in any plan negotiations with the Committee; the
Committee is not aware of any other creditor constituencies
engaged in plan negotiations with the Debtors; and the Committee
was not given an opportunity to provide inputs to the Debtors'
extension request.

In the contrary, if granted, the extension request will enable
the Debtors to pressure creditors since their continued control
of the plan process will no longer be tied to actual progress in
plan negotiations and the progress in soliciting third-party
purchase offers, Mr. Gordon contends.

Accordingly, the Committee asks the Court to deny the Debtors'
request to extend their Exclusive Periods.  


The Committee propose that the Debtors' exclusive plan filing
period be extended only until Jan. 26, 2009, and their plan
solicitation period extended only until March 27, 2009, without
prejudice to the right of the Committee and any party-in-interest
to seek termination or oppose any further extension of the
Debtors' Exclusive Periods.

2. The U.S. Trustee

Daniel M. McDermott, the United States Trustee for Region 9, asks
the Court to deny the Debtors' request to extend their Exclusive
Periods.

The U.S. Trustee asserts that if granted, the extension request
will allow the Debtors to bypass the most fundamental disclosures
required under Chapter 11, which is the filing of monthly
operating reports.

Leslie K. Berg, Esq., in Detroit, Michigan, counsel to the U.S.
Trustee, relates that the Debtors have not yet filed with the
Court their Monthly Operating Reports as required under Sections
1106 and 704 of the U.S. Bankruptcy Code.

Ms. Berg says the Debtors informed the U.S. Trustee that there
are sensitive nature of information contained in the Monthly
Operating Reports and they have already provided their Monthly
Operating Reports to the Trustee.  The U.S. Trustee maintains
that the Debtors should also file the MORs with the Court since
it is one of the cornerstones of a Chapter 11 bankruptcy
process.

Ms. Berg asserts creditors, parties-in-interest, the Court, and
the U.S. Trustee must all have access to sufficient information
of which to gauge the Debtors' financial financial progress and
the construction progress of the Expanded Hotel Complex.

Granting the extension request, Ms. Berg argues, would permit the
Debtors to operate their bankruptcy proceedings in a shroud of
secrecy, which would leave their creditors and the Court guessing
on the Debtors' financial progress and would keep other potential
plan proponents off the playing field.

Ms. Berg adds that although the proposed new plan filing deadline
may seem more than ample time to allow for the completion of the
Expanded Hotel given the milestones to be shown by the Debtors as
required by their postpetition lenders, the Court does not have
enough information if the proposed June 1, 2009 exclusive plan
deadline is overreaching or not.

Ms. Berg points out that the milestones that the Debtors must
show should include a data room and an offering memorandum by
February 28, 2009, which seems to suggest that a plan may be
filed by the Debtors even before June 1.

3. Deutsche Bank Trust
   
Deutsche Bank Trust Company Americas is a member of the Creditors
Committee and the indenture trustee for certain prepetition
notes, aggregating $185,000,000, issued by Greektown Holdings LLC
and Greektown Holdings II, Inc.

Deutsche Bank asks the Court to deny the Debtors' extension
request.  Deutsche Bank asserts the Debtors have failed to meet
their burden of establishing good cause for a long extension of
their Exclusive Periods.   

Mark N. Party, Esq., at Moses & Singer LLP, in New York, argues
that the Debtors' cases are neither large nor complex as each of
them has a relatively simple capital structure.  Moreover, he
points out, the Debtors' operating assets are only owned by
Greektown Casino, which has a limited amount of trade debt and
the debt owed to the DIP lenders.

Deutsche Bank disputes the Debtors' argument of having actual
operating results of the Expanded Hotel Complex before they can
negotiate a plan.  "[It] is nothing more than a delaying tactic
because the [Debtors] were able to raise the capital for the
hotel project based on future projections, not on actual
operating results," Mr. Party contends.

Mr. Party adds that the Debtors have informed the Creditors
Committee that they are meeting their projections for the
operation of the casino; are progressing in completing the hotel
on schedule; and are paying their bills in a timely manner.
Therefore, the Debtors have no current business problems or
crises that should distract them from their primary duty of
negotiating with their creditors, he insists.

Mr. Party contends that rather than granting the extension
request, the Court should require the Debtors to immediately
begin discussions with Deutsche Bank and the noteholders
concerning a plan negotiation schedule.  

The Debtors should also satisfy the disclosure and due diligence
requests of the Creditors Committee and the establishment of
benchmarks for progress toward a plan, Mr. Party avers.

4. City of Detroit

Counsel to the City of Detroit, Cezar M. Froelich, Esq., at
Shefsky & Froelich Ltd., in Chicago, Illinois, notes that
contrary to their arguments, the Debtors have already prepared
financial projections for the future financial performance of
Greektown Casino to extend beyond the completion of hotel's
construction in the Entertainment Complex and those projections
have been referred to in public hearings before the Michigan
Gaming Control Board.  

The City of Detroit also believes that the Debtors' financial
projections for Entertainment Complex were used in negotiating
the DIP Credit Agreement and that the projections have been
provided to certain parties in interest in their bankruptcy
cases.

The Debtors have argued the exclusive plan filing extension is
necessary because the DIP Financing Order provides for certain
milestones, including that a plan be filed by June 1, 2009, and
that solicitation for that plan is completed by Sept. 1, 2009.  
Mr. Froelich contends that the Debtors' milestones argument is
self-serving and without merit because the milestones were
negotiated between the Debtors and the DIP Credit Agreement
lenders in which no other stakeholders or creditors participated.  

Mr. Froelich insists that the DIP Lenders do not represent the
interest of other stakeholders or creditors and there is nothing
in the DIP Financing Order that prohibits the Debtors from
completing milestones before the specified dates and prior to
causing an event of default under the DIP Facility.  "[T]he
Debtors are using the terms of the DIP Facility in which they and
the DIP Credit Agreement lenders are the only negotiating parties
into giving themselves an automatic extension of the[ir]
Exclusive Periods," he maintains.

Also, Mr. Froelich points out that the Debtors have not taken any
substantial progress towards reorganization because the
Entertainment Complex is operating in a deficient manner.  He
notes that Greektown Casino's total adjusted revenues for May and
June 2008 are $28,000,000 and $23,000,000 respectively, which is
the worst since July 2001 and far lower than their casino
competitors in Detroit.

Another achievement cited by the Debtors as progress in working
toward a plan is negotiating with suppliers to ensure continued
operations at the Entertainment Complex.  "[T]hat is nothing more
than an ordinary course of business operations for debtors-in-
possession," Mr. Froelich points out.

Mr. Froelich contends that if the extension request is granted,
there will be significant harm to the Debtors' creditors because
the Debtors have failed to prove that they can continue to
operate the Greektown Casino in a manner that will effect a
turnaround to benefit creditors and other stakeholders.

Moreover, the City believes that based on discussions with  
investment bankers and gaming experts, the hotel component in the
Entertainment Complex will likely operate at loss by the time it
is finished because the Debtors' casino competitors are presently
stealing market share from Greektown Casino due to the
competitors' aggressive marketing campaign.

Accordingly, the City of Detroit asks the Court to deny the
Debtors' request to extend their Exclusive Periods.  In the
alternative, the City asks the the Court to extend the Debtors'  
Exclusive Plan Filing Period to no later than Nov. 25, 2008.

In separate filings, four other parties concur with the City of
Detroit's arguments in its objection to the Debtors' extension
request.

The Michigan Gaming Control Board, Comerica Bank, Ted and Maria
Gatzaros, and Dimitrios and Viola Papas, all agree with the City
of Detroit's assertion that the extension request is too long and
is designed to give the Debtors carte blance exclusivity, without
giving adequate reasons as to why a long extension is necessary.

Comerica Bank is the trustee under the Security Agreement
and Collateral Assignment of Membership Interests and Proceeds
dated July 28, 2000, among Comerica and two of the Debtors
affiliates, Kewadin Greektown Casino, L.L.C, and Monroe Partners,
L.L.C..

The Papases reserve the right to supplement their objection and
to raise other objections to the Debtors' extension request.

Michael A. Cox, Esq., assistant attorney general of the State of
Michigan and counsel for the Michigan Gaming Control Board,
contends that the Debtors have not sufficiently demonstrated any
justifications for the deadlines sought under their extension
request

In the alternative, if the Court deems it appropriate to grant
the Debtors' extension request, the Michigan Gaming Control Board
asks the Court to limit the Exclusive Plan Filing Extension
Period to no later than Dec. 25, 2008.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan
D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC serves as the Debtors' claims, noticing, and
balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to $500
million.  (Greektown Casino Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINO: Can Employ Ernst & Young as Auditors
------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Eastern District of
Michigan to employ Ernst & Young LLP as their auditors and
accountant, nunc pro tunc to June 30, 2008.

Ernst & Young noted that it has provided prepetition services to
the Debtors, including certain accounting, auditing and other
services.  In effect, the firm is already familiar with the
Debtors' operations, Brendan G. Best, Esq., at Schafer and
Weiner, PLLC, in Bloomfield Hills, Michigan, related.

As the Debtors' auditor and accountant, Ernst & Young is expected
to:

  (a) perform the annual audit of consolidated financial
      statements of Greektown Holdings, LLC, for the year ended
      Dec. 31, 2008;

  (b) perform the quarterly audits of consolidated financial
      statements of Greektown Casino, LLC, for the quarters ended
      June 30, 2008, Sept. 30, 2008, and Dec. 31, 2008;

  (c) research and consult with the Debtors' management regarding
      financial accounting and reporting matters; and

  (d) prepare management letter and internal control
      communications.

For the Accounting and Auditing Services to be rendered by the
firm, Ernst & Young professionals will be paid according to these
hourly rates:

      Professional                      Hourly Rate
      ------------                      -----------
      National Partner                  $430 - $495
      Partners                          $430 - $485
      Executive Directors               $420 - $455
      Senior Manager                    $350 - $415
      Manager                           $275 - $315
      Senior                            $210 - $250
      Staff                             $120 - $170
      Senior Client Serving Associate    $85 - $100

For Special Audit Services to be rendered by the firm, Ernst &
Young professionals will be paid according to these hourly rates:

      Professional                      Hourly Rate
      ------------                      -----------
      National Partner                  $860 - $990
      Partners                          $860 - $970
      Executive Directors               $840 - $910
      Senior Manager                    $700 - $830
      Manager                           $550 - $630
      Senior                            $420 - $500
      Staff                             $240 - $340
      Senior Client Serving Associate   $170 - $200

Charles L. Norman, a partner at Ernst & Young, disclosed that the
firm's fees for the quarterly audit of Greektown Casino LLC will
range from $95,000 to $100,000 per quarter, and the firm's fees
for the quarterly audit of Greektown Holdings, LLC, for the year
ended Dec. 31, 2008, will range from $30,000 to $40,000.

Ernst & Young agreed not to undertake any Special Audit Services
in excess of $10,000 without first notifying the Debtors
regarding those services.  The firm will first provide the
Debtors of an estimate of the fees for those services and will
obtain the Debtors' written consent and the Court's approval.

Mr. Norman assured the Court that Ernst & Young is a
"disinterested person" as that term defined in Section 101(14) of
the U.S. Bankruptcy Code, as modified by Section 1107(b).  The
firm does not hold or represent an interest adverse to the Debtors
or their estates, he maintains.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan
D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC serves as the Debtors' claims, noticing, and
balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to $500
million.  (Greektown Casino Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GSMPS MORTGAGE TRUST: S&P Lowers 2005-LT1 Class B-2 Rating to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-2 mortgage-backed securities to 'D' from 'CC' from GSMPS
Mortgage Loan Trust 2005-LT1.

The lowered rating reflects pool performance that has caused
actual and projected credit support for the affected classes to
decline. This transaction has experienced losses that have eroded
credit support resulting in the write-down of class B-2, which
prompted us to downgrade the class to 'D'.

As of the July 2008 remittance period, cumulative realized losses
for this deal were 4.77%. Total delinquencies were 26.75% of the
current pool balance, while severe delinquencies (90-plus days,
foreclosures, and real estate owned {REO}) were 21.99%.

These performance trends have caused projected credit support for
the transaction to fall below the required level. If the
transaction incurs further losses and delinquencies continue to
erode projected credit support, S&P will likely take further
negative rating actions.

This transaction is 35 months seasoned and has a pool factor of
13.34%. Subordination provides credit support for this
transaction. The underlying collateral backing the certificates
originally consisted of nonperforming mortgage loans insured by
the U.S. Federal Housing Administration (FHA) or partially
guaranteed by U.S. Veterans Affairs (VA) or Rural Housing Service
(RHS). As applicable, the rights to payment from the FHA, VA, or
RHS in connection with claims that have been filed or will be
filed with respect to liquidated loans are also included in the
trust.

RATING LOWERED
   
GSMPS Mortgage Loan Trust 2005-LT1
Mortgage-backed securities

               Rating
Class      To        From
----       --        ----
B-2        D         CC

OTHER OUTSTANDING RATINGS

GSMPS Mortgage Loan Trust 2005-LT1
Mortgage-backed securities

Class        Rating
-----        ------
A-1          AAA
M-1          A
M-2          BB
B-1          B-


GUGGENHEIM STRUCTURED: Fitch Affirms BB Rating on $10MM Class F
---------------------------------------------------------------
Fitch affirms all classes of Guggenheim Structured Real Estate
Funding 2005-2, Limited and Guggenheim Structured Real Estate
Funding 2005-2, LLC (Guggenheim 2005-2) as:

  -- $5,000,000 class S fixed-rate at 'AAA';
  -- $163,800,000 class A floating-rate at 'AAA';
  -- $31,300,000 class B floating-rate at 'AA';
  -- $27,300,000 class C deferrable interest floating-rate at 'A';
  -- $22,543,000 class D deferrable interest floating-rate at
     'BBB';
  -- $10,700,000 class E deferrable interest floating-rate at
     'BBB-';
  -- $10,000,000 class F fixed-rate at 'BB'.

Fitch's affirmation of the above classes is based on the
transaction maintaining above average reinvestment cushion,
remaining within its transaction covenants, and passing Fitch's
property value decline stress scenarios.  The deal was reviewed
since over 15% of the portfolio has turned over since Fitch's last
review.

Deal Summary:

Guggenheim 2005-2 is a revolving commercial real estate cash flow
collateralized debt obligation that closed on Aug. 25, 2005.  As
of the July 2008 trustee report and based on Fitch categorization,
the CDO was substantially invested as: commercial mortgage B-notes
(27.7%), bank loans to real estate operating companies (REBLs;
27.1%), commercial mortgage-backed securities (CMBS;18.9%),
commercial real estate mezzanine loans (14.0%), and commercial
mortgage whole loans and A-notes (12.2%).  The CDO is also
permitted to invest in credit tenant lease loans and CRE CDO
securities.

The portfolio is selected and monitored by Guggenheim Structured
Real Estate Advisors LLC.  Guggenheim 2005-2 closed with a five-
year reinvestment period during which, if all reinvestment
criteria are satisfied, principal proceeds may be used to invest
in substitute collateral.  The reinvestment period ends in August
2010.

Performance Summary:

Guggenheim 2005-2 closed and became effective on Aug. 25, 2005.
Since Fitch's last review in June 2007, the as-is poolwide
expected loss (PEL) has increased to 25.000% from 22.125%.
However, the CDO continues to have above average reinvestment
flexibility relative to other CRE CDOs with 13.000% cushion based
on the modeled stressed PEL of 38.000%.  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.

The increase in the as-is PEL is primarily attributable to the
application of Fitch's corporate Portfolio Credit Model (PCM) on
the REBL assets, and to the addition of seven assets that have a
higher weighted average expected loss than the four assets that
were paid off.

Since Fitch's last review, two single borrower CMBS positions
(18.9%) rated 'BBB-' and 'BB+', three REBLs (8.5%) rated 'BB-',
'B', and 'B', and two CRE loans (10.0%) were added to the
portfolio.  These assets replace two CRE loan assets (12.0%) and
two CMBS (11.6%), which repaid.  Seven assets remaining in the
portfolio paid down 15.7% of the collateral balance due to
delevering, while the manager increased its investment in one
mezzanine loan, Lord & Taylor portfolio, by $10.8 million (3.5%)
to 8.7% of the pool.  The total collateral balance increased by
1.6% since last review as a result of the manager purchasing
assets at discounts to par.

The CRE loans added to the portfolio include an A-note (4.6%)
secured by a portfolio of four regional malls located in New York,
Delaware, Mississippi, and Louisiana, and an A-note (5.3%) secured
by 473 acres of undeveloped land in Orlando, Florida.  The parcel
is fully entitled for various uses including residential, retail,
and lodging developments.

The CMBS portfolio additions include the class L tranche of the
GSMS 2007-EOP transaction (9.8%), rated 'BB+' by Fitch, and a
'BBB-' rated rake bond (9.1%) backed by the Kerzner International
resort portfolio. GSREA also purchased three REBL positions: a
senior secured bank loan to Tishman Speyer (4.9%), and two term
loan positions (3.6%) secured by the same obligor, LNR.

The CDO is in compliance with all its reinvestment covenants. The
weighted average spread increased slightly since last review to
2.5% from 2.4%, while the weighted average coupon remained
constant at 5.3%.  The pool's WAS and WAC are considered tight,
each with 0.30% cushion to their covenanted levels. Approximately
8.0% of the pool is fixed rate.  The weighted average life has
decreased to 2.6 from 3.4 years at the June 2007 review,
continuing to imply that the pool composition will fully turn over
during the reinvestment period.

The overcollateralization and interest coverage ratios of all
classes have remained above their covenants, as of the July 2008
trustee report.

Collateral Analysis:

Most of the CREL assets are junior participations, including B-
notes and mezzanine debt. Only 12.2% of the portfolio (16.8% of
CREL assets) is invested in whole loans/A-notes.  Many of the
subordinate loans are secured by interests in institutional
quality assets with experienced sponsors. Additionally, all but
one of the 12 loans secured by traditional cash flow properties
have Fitch stressed debt service coverage ratios above 1.0 times
(x). Two of the 15 CREL positions have loan-to-value ratios below
100%.

As of the July 2008 trustee report, the CDO is within all its
property type covenants. Loans on retail properties, representing
33.5% of the portfolio including the Toys 'R' Us and GGP bank
loans, remain as the largest property type category.  The
concentration of retail properties has increased from 32.9% since
Fitch's last review.  The percentage of hotel assets has continued
to decrease over the transaction's life; to 23.5% from 26.9% at
last review, and from 36.1% at the transaction's close.  The hotel
loans are secured by interests in 119 individual properties and
include hotels in the luxury, upscale, and extended stay segments
of the industry, which provides further diversification by
hospitality type.  The CDO is also within all of its geographic
location covenants with the highest percentage of assets located
in New York at 10.6%, a decrease from 11.5% at last review, when
California represented the greatest state concentration at 13.1%.
The portfolio continues to be geographically diverse.

The Fitch Loan Diversity Index increased slightly to 697 from 684
at last review, which represents below average diversity as
compared to other CRE CDOs.  The LDI covenant is 870. While the
portfolio is concentrated, the CREL portion of the pool is
supported by 386 individual properties.  Further, no single
obligor may represent more than $30.0 million (approximately 10.0%
of the portfolio).  Currently, the largest obligor represents
$30.0 million of the deal.

For a summary of the Fitch Loans of Concern and the 10 largest
assets, please refer to the Guggenheim Structured Real Estate
Finance 2005-2 Surveyor Snapshot on the Fitch Ratings web site,
which will be available beginning Aug. 22, 2008.

Collateral Asset Manager:

Guggenheim Structured Real Estate, through its three private
equity funds, is a private investor in commercial real estate
debt, specializing in high-quality income-producing US properties
with experienced sponsorship.  The GSRE funds were founded in 2003
under the leadership of Edward L. Shugrue III and his team of real
estate investment professionals.  GSRE funds are managed by GSREA.
Both the funds and GSREA are affiliated with Guggenheim Partners,
LLC , a diversified financial services firm with more than 500
employees and over $100 billion of assets under supervision.  The
GSRE equity funds have raised over $2.5 billion of private equity
and have made approximately $8.0 billion of investments.

Fitch rates GSREA as a 'CAM2+' U.S. Commercial Real Estate CDO
Asset Manager.  GSREA has 10 experienced real estate and
investment professionals on staff, three of whom have prior
commercial real estate loan workout experience.  GSREA benefits
from its affiliation with GP with respect to real estate markets
information flow, CDO administration, and back office support.
Generally, GSRE investments are serviced by rated CMBS servicers.

Rating Definitions:

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

Ongoing Surveillance:

Upgrades during the reinvestment period are unlikely given the
pool could still migrate to the PEL covenant.  Fitch will consider
placing classes on Rating Watch Negative should the reinvestment
cushion fall to 2% or below.  Additionally, Fitch performs
underlying property value decline stress testing on the CDO's
liabilities.  To the extent investment grade rated bonds could be
impaired by a 25% property value decline, classes could also be
placed on Rating Watch Negative or downgraded.  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.

Fitch will continue to monitor and review this transaction and
will issue an updated Snapshot report after each committeed
review.  The surveillance team will conduct a review whenever
there is approximately 15% change in the collateral composition,
quarterly, or semi-annually.


HAWAIIAN TELECOM: Liquidity Concerns Cue S&P to Junk Ratings
------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its ratings on
Hawaiian Telcom Communications Inc., including the corporate
credit rating, which S&P lowered to 'CCC+' from 'B-'. The
downgrade is based on Standard & Poor's assessment that the
company's liquidity will be insufficient to service debt and fund
operations through 2009. Honolulu-based Hawaiian Telcom is an
incumbent local exchange provider (ILEC) providing integrated
telephone service communications services to approximately 533,360
switched access lines throughout the State of Hawaii. Debt
outstanding at June 30, 2008, totaled about $1.1 billion. The
outlook is negative.

"The downgrade reflects our increased concerns that Hawaiian
Telcom's cash balance -- it's only source of liquidity -- will be
inadequate to fund operations through 2009," said Standard &
Poor's credit analyst Susan Madison, "given the challenging
business environment, the company's weak operating results, and
its excessive leverage."


HEADWATERS INC: S&P Affirms 'B+' Credit Rating, Outlook Neg
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Headwaters Inc., including its 'B+' corporate credit rating. At
the same time, S&P removed all ratings from CreditWatch where they
were originally placed on May 13, 2008, with negative
implications. The outlook is negative.

"The affirmation and removal from CreditWatch follow the company's
announcement that it has obtained an amendment to its credit
agreement that temporarily loosens financial covenants and allows
additional flexibility for capital leases and sale-leaseback
transactions," said Standard & Poor's credit analyst Pamela Rice.
"As a result, our concerns regarding near-term liquidity are
lessened."

"However, Headwaters' financial performance continues to be hurt
by the deep housing downturn and lower remodeling spending. At the
same time, the company's cash flow is constrained by meaningful
spending to build additional coal-cleaning facilities. Although
these facilities should begin to generate meaningful earnings and
cash flow in fiscal 2009, we remain concerned that liquidity could
shrink further, given the difficult operating conditions," S&P
relates.

"The ratings on Headwaters, based in South Jordan, Utah, reflect
cyclical demand for its building material products and the
challenge of replacing the earnings generated by its former
alternative energy business. These factors overshadow Headwaters'
strengths, including its favorable position within selected niche
businesses and attractive operating margins.

"The construction materials businesses, which account for about
one-half of Headwaters' total sales and operating income, include
the manufacture of injection-molded plastic exterior building
products, architectural manufactured stone, and concrete blocks.
The majority of sales in this segment is derived from residential
repair and remodeling, which, while less cyclical than new
construction, has slowed over the past few quarters, a trend that
we believe will continue into 2009. In addition, we expect new
residential construction to remain very weak through 2009," S&P
continues.


HEMOSOL CORP: Court OKs Amended Plan; Taps Catalyst Fund's Support
------------------------------------------------------------------
PricewaterhouseCoopers Inc. in its capacity as interim receiver of
the assets, property and undertaking of 1608557 Ontario Inc. fka
Hemosol Corp. disclosed that Hemosol's amended plan of compromise,
arrangement and reorganization pursuant to the Companies'
Creditors Arrangement Act and the Business Corporations Act was
approved by the Ontario Superior Court of Justice.  As a result,
the Receiver anticipates working with the plan sponsor, Catalyst
Fund Limited Partnership II, with a view to giving effect and
implementing the transactions and reorganizations contemplated by
the Plan.
    
The Plan, if implemented, will provide for, amongst other things:

   1) the distribution to certain unsecured creditors of Hemosol,
      on a pro-rata basis, of a pool of cash totaling $130,000;

   2) the distribution to certain secured creditors of Hemosol of
      shares of 1608557 Ontario Inc. and notes entitling the
      creditors to share in net proceeds of a transaction, if any,
      to realize on Hemosol's tax losses;

   3) the compromise and release of all claims against Hemosol and
      their employees, and former and present officers and
      directors except specific claims described in the Plan and
      claims that cannot be released at law; and

   4) the dilution of the existing shares of Hemosol as a result
      of the issuance of new and additional shares such that, if
      the Plan is implemented, the existing shareholders shall
      retain no less than 1% of the post-restructuring equity of
      the company.
    
It is not known at this time whether the conditions precedent to
the implementation of the Plan will actually be satisfied such
that the Plan can be implemented.  However, if the Plan is
implemented, it is anticipated that it will result in a
substantial dilution of the pre-restructuring shares of 1608557.

                       About Hemosol Corp.

Headquartered in Ontario, Canada, 1608557 Ontario Inc. fka Hemosol
Corp. (NASDAQ: HMSLQ, TSX: HML) -- http://www.hemosol.com/-- is   
an integrated biopharmaceutical developer and manufacturer of
biologics, particularly blood-related protein based therapeutics.  
Information on Hemosol's restructuring is available at:

     http://www.pwc.com/ca/eng/about/svcs/brs/hemosol.html/

Hemosol Corp. and Hemosol LP filed a Notice of Intention to Make a
Proposal Pursuant to Section 50.4 (1) of the Bankruptcy and
Insolvency Act on Nov. 24, 2005.  The company had defaulted in the
payment of interest under its $20 million credit facility.  
Hemosol said that it would require additional capital to continue
as a going concern and is in discussions with its secured
creditors with respect to its current financial position.  

On Dec. 5, 2005, PricewaterhouseCoopers Inc. was appointed interim
receiver of the companies.


HINES HORTICULTURE: Files for Bankruptcy, Gets $62.3 Mil. DIP Loan
------------------------------------------------------------------
Hines Horticulture, Inc. and its affiliate, Hines Nurseries, Inc.,
filed voluntary petitions under chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware to facilitate the going concern sale of
substantially all of their assets.

Bloomberg News citing papers filed with the Court, relates
increased costs to produce and distribute the company's product
attributed to the Chapter 11 filing.  The lenders' diminishing
confidence to lend more loan to the company that caused serve
liquidity shortfall was blamed, the report adds.

According to Bloomberg, the company listed total assets of
$297.4 million and total debts of $317.3 million as of March 31,
2008.  The company owes $180.3 million to unsecured creditors
including Bank of America asserted $175 million in claims, the
report says.  BofA is the indenture trustee for the company's 10-
1/4% callable bonds due 2001, the report notes.

The company's consolidated balance sheet listed total assets of
$265.0 million and total debts of $266.2 million resulting in a
stockholders' deficit of $1.2 million for the quarterly period
ended Sept. 30, 2007.

In conjunction with the filing, the company asked the Court to
approve a proposed bidding procedures for the sale of all of its
assets.  It also asked the Court to set a hearing date to approve
the sale transaction.  In recent months, the company and its
advisors explored some restructuring alternatives -- including the
sale of all or portions of its operations, a new debt or equity
capital infusion and a comprehensive restructuring of its balance
sheet.

The company agreed to the terms of an asset purchase agreement
with an affiliate of Black Diamond Capital Management, L.L.C., the
designated stalking-horse bidder.  The asset purchase agreement
contain several conditions -- including completion of due
diligence and financing, among other things. Investment funds
managed by Black Diamond are the company's largest unsecured
creditors, holding a majority of the company's 10.25% Senior
Notes.

The company's board of directors said the chapter 11 filing was
the best way to maximize value for all stakeholders in the
Company.  The chapter 11 filing will enable the company to operate
its business without interruption and obtain necessary financing
while implementing a sale process in a controlled, court-
supervised environment.  Moreover, the sale will preserve the
company's value as a going concern benefiting its stakeholders and
employees.

                Lenders' $62 Million DIP Financing

The company obtained up to $62.0 million in debtor-in-possession
financing from its existing lenders, subject to court approval.  
The DIP financing contain customary and appropriate events of
default.  The $62 million facility will provide liquidity through
an amendment to the company's existing secured credit facility.  

On the one hand, the company asked the Court for permission to,
among other things, continue paying employee wages and salaries
and to provide employee benefits without interruption.  During the
chapter 11 process, vendors will be paid for postpetition
purchases of goods and services in the ordinary course of
business.

Furthermore, the company asked for Court approval to continue to
honor its current customer incentive programs -- including volume
rebates, returns and exchanges so that the chapter 11 process will
have a minimal impact on the Company's customers.

                     About Hines Horticulture

Based in Irvine, Hines Horticulture Inc. --
http://www.hineshorticulture.com-- operates nursery facilities  
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.


HINES HORTICULTURE: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hines Horticulture, Inc.
        aka Baker Greenhouses, Inc.
        aka Flynn Nurseries, Inc.
        aka Hines Holdings, Inc.
        aka Oregon Garden Products, Inc.
        aka Hines Color
        aka Enviro-Safe Laboratories, Inc.
        aka Willow Creek Greenhouses, Inc.
        aka Atlantic Greenhouses, Inc.
        aka Botanical Farms, Inc.
        aka Newark Florists, Inc.
        aka Iverson Perennial Gardens, Inc.
        aka Oregon Garden Products, Inc. dba Oregon Garden
            Products
        aka Lovell Farms, Inc.
        12621 Jeffrey Road
        Irvine, CA 92620

Bankruptcy Case No.: 08-11922

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
Hines Nurseries, Inc.                          08-11923

Type of Business: The Debtor is a producer and supplier of
                  plants.  Through its Hines Nurseries subsidiary
                  it grows about 5,700 varieties of ornamental
                  shrubs and plants, which it sells to home
                  centers, mass merchandisers, and independent
                  garden centers in the US and Canada.  Most
                  plants carry the Hines Nurseries or Iverson  
                  brand names.
                  See http://www.hineshorticulture.com/

Chapter 11 Petition Date: August 20, 2008

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtor's Counsel: Robert S. Brady, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  Email: bankfilings@ycst.com

     Debtor               Estimated Assets    Estimated Debts
     ------               ----------------    ---------------
Hines Horticulture,       $0 to $50,000       $100 million to
Inc.                                          $500 million

Hines Nurseries,          $100 million to     $100 million to
Inc.                      $500 million        $500 million

Debtors' list of its Consolidated 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sun Gro Horticulture             Trade Debt            $555,701
Distribution, Inc.
36212 Treasury Center
Chicago, IL 60694-6200

Syngenta Seeds, Inc.             Trade Debt            $540,555
22024 Network Place
Chicago, IL 60673-1220

Intergracolor, Ltd               Trade Debt            $385,348
P.O. Box 671172
Dallas, TX 75267-1172

Ball Seed Co., Inc.              Trade Debt            $364,962
75 Remittance Drive, Suite 1114
Chicago, IL 60675-1114

Penske Truck Leasing Co. Inc.    Trade Debt            $279,071
Route 10 Green Hills
Reading, PA 19603-0563

Productivity California, Inc.    Trade Debt            $267,642
10533 Sessler Street
South Gate, CA 90280

MC Gregor Plant Sales            Trade Debt            $217,237

IT Convergence                   Trade Debt            $206,608

Conard-Pyle Company, Inc.        Trade Debt            $208,026

Western arm Service, Inc.        Trade Debt            $193,996

Wilbur-Ellis Company, Inc.       Trade Debt            $183,266

Simplot Partners, Inc.           Trade Debt            $176,118

The Bank of New York             10.25% Sr.            $175,000
(as indenture trustee)           Subordinated Notes (face amount)

Foremost Co., Inc.               Trade Debt            $155,881

Abbott-Ipco, Inc.                Trade Debt            $151,023

BWI Companies, Inc.              Trade Debt            $147,245

The Irvine Company               Trade Debt            $145,925

Ryder truck rental, Inc.         Trade Debt            $134,295

Magnolia Gardens Nursery, Inc.   Trade Debt            $132,285

All States Truck Brokerage, Inc. Trade Debt            $115,315

Forest Wood Fiber Products, Inc. Trade Debt             $98,754

Bright Logistical Service        Trade Debt             $92,164

Transport International          Trade Debt             $84,117
Pool Inc.

Master Nursery Garden            Trade Debt             $83,913
Center, Inc.

SKS Inc. Petroleum Distributors  Trade Debt             $81,413

Navajo Express, Inc.             Trade Debt             $76,129

C.R. England, Inc.               Trade Debt             $71,556

Yoder Brothers, Inc.             Trade Debt             $70,160

Container Centralen(CC) Inc.     Trade Debt             $69,079

UAP Dist. Inc.                   Trade Debt             $67,513


INDEPENDENT OPTICAL: Unsecured Creditors Get $400,000 From Sale
---------------------------------------------------------------
Empire State Independent Network dba Independent Optical Network,
which filed for Chapter 11 protection in December, sold a major
stake to Sovernet Communications, a Vermont telephone and Internet
service provider, James Schlett of the dailygazette.com reported.

Mr. Schlett relates that ION's CEO and President, Jim Becker did
not disclose the total purchase price, however, he assured that
$400,000 will go to ION's unsecured creditors.

The paper also disclosed that the sale has abled ION to continue
its aim to provide a statewide fiber network in New York, which
had trouble finishing its network between Buffalo and Jamestown
due to weaning funds.  The sale deal also has abled ION to resume
operations in its headquarters in Albany, New York.

                       Bankruptcy Update

ION has proposed a scheme to withdraw from a fiber network deal
with Elantic Telecom, the parent of The Cavalier Telephone Company
in Richmond, Virginia, the paper adds.  In December, major fiber
vendor Cavalier threatened to terminate its deals with ION, so ION
filed from protection in the U.S. Bankruptcy Court for the
Northern District of New York.

                             About ION

Headquartered in Albany, New York, Empire State Independent
Network LLC dba Independent Optical Network -- http://www.i-o-
n.com/ -- is a statewide, redundant synchronous optical networking
fiber network connecting over 60 rural New York State communities
and their surrounding areas online.  It provides redundant access
to telecommunications services, as well as telecommunication
services for businesses, educational institutions, health care
providers, libraries, and governmental agencies.  The company
filed for Chapter 11 protection on Dec. 14, 2007 (N.D. N.Y. Case
No. 07-13445).  Richard L. Weisz, Esq., at Hodgson Russ LLP, in
Albany, New York, represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed total assets of
$7,968,447 and total debts of $10,333,180.                


INDYMAC INDX: Moody's Junks 97 Class Tranches' Ratings
------------------------------------------------------
Moody's Investors Service downgraded the ratings of 264 tranches
from 28 Alt-A transactions issued by IndyMac.  Thirty six tranches
remain on review for possible further downgrade.  Additionally, 9
senior tranches were confirmed at Aaa.  The collateral backing
these transactions consists primarily of first-lien, adjustable-
rate, Alt-A mortgage loans.

Complete rating actions are as follows:

Issuer: IndyMac IMSC Mortgage Loan Trust 2007-AR1

  -- Cl. 1-A-1, Downgraded to Ba2 from Aaa

  -- Cl. 1-A-2, Downgraded to Caa1 from Aaa; Placed Under Review
     for further Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Ba2 from Aaa

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

  -- Cl. 3-A-1, Downgraded to B3 from Aaa; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. B-2, Downgraded to Ca from Caa1

Issuer: IndyMac IMSC Mortgage Loan Trust 2007-AR2

  -- Cl. A-1, Downgraded to Ba1 from Aaa

  -- Cl. A-X, Downgraded to Ba1 from Aaa

  -- Cl. A-2, Downgraded to Ba2 from Aaa

  -- Cl. A-3, Downgraded to Ba2 from Aaa

  -- Cl. A-4, Downgraded to Caa1 from Aaa; Placed Under Review for
     further Possible Downgrade

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

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

Issuer: IndyMac INDB Mortgage Loan Trust 2005-1

  -- Cl. A-1, Downgraded to A2 from Aaa

  -- Cl. A-X, Downgraded to A2 from Aaa

  -- Cl. A-2, Downgraded to Ba1 from Aaa

  -- Cl. B-1, Downgraded to B3 from B1; Placed Under Review for
     further Possible Downgrade

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

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

Issuer: IndyMac INDX Mortgage Loan Trust 2005-AR19

  -- Cl. A-2, Downgraded to Baa1 from Aaa
  -- Cl. B-1, Downgraded to B3 from Baa2
  -- Cl. B-2, Downgraded to Ca from B2
  -- Cl. B-3, Downgraded to C from B3

Issuer: IndyMac INDX Mortgage Loan Trust 2005-AR21

  -- Cl. 1-A-1, Confirmed at Aaa
  -- Cl. 2-A-1, Downgraded to A2 from Aaa
  -- Cl. 3-A-1, Confirmed at Aaa
  -- Cl. 3-A-2, Confirmed at Aaa
  -- Cl. 3-A-3, Downgraded to A3 from Aa1
  -- Cl. 4-A-1, Confirmed at Aaa
  -- Cl. 4-A-2, Confirmed at Aaa
  -- Cl. 4-A-3, Downgraded to A3 from Aa1
  -- Cl. B-1, Downgraded to B1 from Baa3
  -- Cl. B-2, Downgraded to Ca from B2
  -- Cl. B-3, Downgraded to Ca from B3

Issuer: IndyMac INDX Mortgage Loan Trust 2005-AR27

  -- Cl. 1-A-1, Downgraded to A3 from Aaa
  -- Cl. 2-A-1, Downgraded to A3 from Aaa
  -- Cl. 2-A-3, Downgraded to Baa1 from Aaa
  -- Cl. 3-A-2, Downgraded to A2 from Aaa
  -- Cl. 3-A-3, Downgraded to A3 from Aaa
  -- Cl. 4-A-2, Downgraded to Baa1 from Aaa
  -- Cl. B-1, Downgraded to B2 from Baa2
  -- Cl. B-2, Downgraded to Ca from B2

Issuer: IndyMac INDX Mortgage Loan Trust 2005-AR31

  -- Cl. 1-A-2, Downgraded to Baa1 from Aaa
  -- Cl. 2-A-1, Downgraded to Aa1 from Aaa
  -- Cl. 2-A-2, Downgraded to Baa3 from Aaa
  -- Cl. 3-A-1, Downgraded to Baa2 from Aaa
  -- Cl. 4-A-2, Downgraded to Baa3 from Aaa
  -- Cl. 5-A-1, Downgraded to Aa1 from Aaa
  -- Cl. 5-A-2, Downgraded to Baa3 from Aaa
  -- Cl. A-X, Downgraded to Aa1 from Aaa
  -- Cl. B-1, Downgraded to Caa1 from Ba3
  -- Cl. B-2, Downgraded to Ca from B3

Issuer: IndyMac INDX Mortgage Loan Trust 2005-AR33

  -- Cl. 1-A-1, Downgraded to Aa3 from Aaa
  -- Cl. 1-A-2, Downgraded to B1 from Aaa
  -- Cl. 2-A-1, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-2, Downgraded to B1 from Aaa
  -- Cl. 3-A-1, Downgraded to Aa3 from Aaa
  -- Cl. 3-A-2, Downgraded to B1 from Aaa
  -- Cl. 4-A-1, Downgraded to Aa3 from Aaa
  -- Cl. 4-A-2, Downgraded to B1 from Aaa
  -- Cl. B-1, Downgraded to Caa3 from B2
  -- Cl. B-2, Downgraded to Ca from B3

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR11

  -- Cl. 1-A-1, Downgraded to Aa2 from Aaa
  -- Cl. 2-A-1, Downgraded to Aa2 from Aaa
  -- Cl. 3-A-1, Downgraded to Aa2 from Aaa
  -- Cl. 4-A-1, Downgraded to Aa2 from Aaa
  -- Cl. 5-A-1, Downgraded to Aa2 from Aaa
  -- Cl. 6-A-1, Downgraded to Aa2 from Aaa
  -- Cl. 1-X, Downgraded to Aa2 from Aaa
  -- Cl. 2-X, Downgraded to Aa2 from Aaa
  -- Cl. 3-X, Downgraded to Aa2 from Aaa
  -- Cl. 4-X, Downgraded to Aa2 from Aaa
  -- Cl. 5-X, Downgraded to Aa2 from Aaa
  -- Cl. 6-X, Downgraded to Aa2 from Aaa

  -- Cl. 1-A-2, Downgraded to B3 from Aaa; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. 3-A-2, Downgraded to B3 from Aaa; Placed Under Review for  
     further Possible Downgrade

  -- Cl. 4-A-2, Downgraded to B3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. 5-A-2, Downgraded to B3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. 6-A-2, Downgraded to B3 from Aaa; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. B-3, Downgraded to C from Ca

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR15

  -- Cl. A-3, Downgraded to Ba3 from Aaa

  -- Cl. M-1, Downgraded to B3 from B1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 from B3

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

  -- Cl. M-4, Downgraded to Ca from Caa1

  -- Cl. M-6, Downgraded to C from Ca

  -- Cl. M-7, Downgraded to C from Ca

  -- Cl. M-8, Downgraded to C from Ca

  -- Cl. M-9, Downgraded to C from Ca

  -- Cl. M-10, Downgraded to C from Ca

  -- Cl. M-11, Downgraded to C from Ca

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR19

  -- Cl. 1-A-1, Downgraded to Aa1 from Aaa
  -- Cl. 1-A-2, Downgraded to Aa1 from Aaa
  -- Cl. 1-A-3, Downgraded to B2 from Aaa
  -- Cl. 1-A-4, Downgraded to Aa1 from Aaa
  -- Cl. 2-A-1, Downgraded to Aa1 from Aaa
  -- Cl. 2-A-2, Downgraded to B2 from Aaa
  -- Cl. 3-A-1, Downgraded to Aa1 from Aaa
  -- Cl. 3-A-2, Downgraded to B2 from Aaa
  -- Cl. 4-A-1, Downgraded to Aa3 from Aaa
  -- Cl. 4-A-2, Downgraded to B2 from Aaa
  -- Cl. 5-A-3, Downgraded to A3 from Aaa
  -- Cl. I-B-1, Downgraded to Ca from B1
  -- Cl. I-B-3, Downgraded to C from Ca

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR21

  -- Cl. A-1, Downgraded to A3 from Aaa
  -- Cl. A-2, Downgraded to Caa1 from Aaa
  -- Cl. M-1, Downgraded to Caa2 from B1
  -- Cl. M-2, Downgraded to Caa3 from B2
  -- Cl. M-3, Downgraded to Ca from B3
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Ca
  -- Cl. M-7, Downgraded to C from Ca
  -- Cl. M-8, Downgraded to C from Ca
  -- Cl. M-9, Downgraded to C from Ca
  -- Cl. M-10, Downgraded to C from Ca
  -- Cl. M-11, Downgraded to C from Ca

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR25

  -- Cl. 1-A-1, Downgraded to Aa1 from Aaa

  -- Cl. 1-A-2, Downgraded to B2 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Aa1 from Aaa

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

  -- Cl. 3-A-1, Downgraded to Aa1 from Aaa

  -- Cl. 3-A-2, Downgraded to Aa1 from Aaa

  -- Cl. 3-A-3, Downgraded to Aa1 from Aaa

  -- Cl. 3-A-4, Downgraded to B2 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. 4-A-1, Downgraded to Aa1 from Aaa

  -- Cl. 4-A-2, Downgraded to Aa1 from Aaa

  -- Cl. 4-A-3, Downgraded to Aa1 from Aaa

  -- Cl. 4-A-4, Downgraded to Aa1 from Aaa

  -- Cl. 4-A-5, Downgraded to B2 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. 5-A-1, Downgraded to Aa1 from Aaa

  -- Cl. 5-A-2, Downgraded to B2 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. 6-A-1, Downgraded to Aa1 from Aaa

  -- Cl. 6-A-2, Downgraded to Aa1 from Aaa

  -- Cl. 6-A-3, Downgraded to Aa1 from Aaa

  -- Cl. 6-A-4, Downgraded to Aa1 from Aaa

  -- Cl. 6-A-5, Downgraded to B2 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa3 from B2

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

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR27

  -- Cl. 1-A-5, Downgraded to Ba2 from Aaa

  -- Cl. 2-A-3, Downgraded to Ba2 from Aaa

  -- Cl. M-1, Downgraded to B3 from Ba1; Placed Under Review for   
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from B2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa2 from B2

  -- Cl. M-4, Downgraded to Ca from B3

  -- Cl. M-5, Downgraded to Ca from B3

  -- Cl. M-6, Downgraded to C from B3

  -- Cl. M-7, Downgraded to C from Ca

  -- Cl. M-8, Downgraded to C from Ca

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR29

  -- Cl. A-1, Downgraded to Aa1 from Aaa
  -- Cl. A-3, Downgraded to Aa1 from Aaa
  -- Cl. A-4, Downgraded to Aa1 from Aaa
  -- Cl. A-5, Downgraded to B2 from Aaa
  -- Cl. M-2, Downgraded to Caa3 from B2
  -- Cl. M-3, Downgraded to Ca from B2
  -- Cl. M-4, Downgraded to Ca from B3
  -- Cl. M-5, Downgraded to Ca from B3
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Ca

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR3

  -- Cl. 1-A-2, Downgraded to Ba3 from Aaa
  -- Cl. 2-A-2, Downgraded to Ba3 from Aaa
  -- Cl. 3-A-2, Downgraded to Ba3 from Aaa
  -- Cl. 1-X, Confirmed at Aaa
  -- Cl. 2-X, Confirmed at Aaa
  -- Cl. 3-X, Confirmed at Aaa
  -- Cl. B-1, Downgraded to Ca from Ba1
  -- Cl. B-2, Downgraded to Ca from Caa2
  -- Cl. B-3, Downgraded to C from Ca

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR35

  -- Cl. 1A-1A, Downgraded to A2 from Aaa

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

  -- Cl. 2A-1A, Downgraded to A2 from Aaa

  -- Cl. 2A-1B, Downgraded to B3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2A-2, Confirmed at Aaa

  -- Cl. 2A-3A, Downgraded to A2 from Aaa

  -- Cl. 2A-3B, Downgraded to B3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa1 from B2

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

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

  -- Cl. M-4, Downgraded to C from B3

  -- Cl. M-5, Downgraded to C from Caa1

  -- Cl. M-6, Downgraded to C from Ca

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR37

  -- Cl. 2-A-2-1, Downgraded to Baa3 from Aaa

  -- Cl. 2-A-2-X, Downgraded to Baa3 from Aaa

  -- Cl. 2-B-1, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-B-2, Downgraded to Caa1 from B1

  -- Cl. 2-B-3, Downgraded to Ca from B3

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR39

  -- Cl. A-2, Downgraded to Ba3 from Aaa

  -- Cl. M-1, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from B1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from B2

  -- Cl. M-4, Downgraded to Ca from B2

  -- Cl. M-5, Downgraded to Ca from B3

  -- Cl. M-6, Downgraded to Ca from B3

  -- Cl. M-7, Downgraded to C from Ca

  -- Cl. M-8, Downgraded to C from Ca

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR41

  -- Cl. A-2, Downgraded to Aa1 from Aaa

  -- Cl. A-3, Downgraded to Aa1 from Aaa

  -- Cl. A-4, Downgraded to Ba3 from Aaa

  -- Cl. M-1, Downgraded to B3 from B1; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. M-5, Downgraded to C from Ca

  -- Cl. M-6, Downgraded to C from Ca

Issuer: IndyMac INDX Mortgage Loan Trust 2006-AR7

  -- Cl. 1-A-1, Downgraded to A3 from Aaa
  -- Cl. 2-A-1, Downgraded to A3 from Aaa
  -- Cl. 3-A-1, Downgraded to A3 from Aaa
  -- Cl. 4-A-1, Downgraded to A3 from Aaa
  -- Cl. 5-A-1, Downgraded to A3 from Aaa
  -- Cl. 1-A-2, Downgraded to Caa1 from Aaa
  -- Cl. 2-A-2, Downgraded to Caa1 from Aaa
  -- Cl. 3-A-2, Downgraded to Caa1 from Aaa
  -- Cl. 4-A-2, Downgraded to Caa1 from Aaa
  -- Cl. 5-A-2, Downgraded to Caa1 from Aaa
  -- Cl. B-1, Downgraded to Ca from B3
  -- Cl. B-3, Downgraded to C from Ca

Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR1

  -- Cl. 1-A-1, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-X, Downgraded to Ba2 from Aaa
  -- Cl. 2-A-1, Downgraded to A2 from Aaa
  -- Cl. 3-A--1, Downgraded to A2 from Aaa

  -- Cl. 1-A-2, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-A-2, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. 3-A--2, Downgraded to B1 from Aa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa1 from B1

Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR11

  -- Cl. 1-A-1, Downgraded to B2 from Aaa
  -- Cl. 2-A-1, Downgraded to B2 from Aaa
  -- Cl. 1-X, Downgraded to B2 from Aaa
  -- Cl. 2-X, Downgraded to B2 from Aaa
  -- Cl. C-M, Downgraded to Caa3 from B1
  -- Cl. B-1, Downgraded to Ca from B3
  -- Cl. B-3, Downgraded to C from Ca

Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR13

  -- Cl. 1-A-1, Downgraded to B1 from Aaa
  -- Cl. 2-A-1, Downgraded to Ba3 from Aaa
  -- Cl. 3-A-1, Downgraded to A2 from Aaa
  -- Cl. 4-A-1, Downgraded to A2 from Aaa
  -- Cl. 3-X, Downgraded to A2 from Aaa
  -- Cl. 4-X, Downgraded to A2 from Aaa
  
  -- Cl. C-M, Downgraded to B2 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from B1; Placed Under Review for
     further Possible Downgrade

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

Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR15

  -- Cl. 1-A-1, Downgraded to Aa2 from Aaa
  -- Cl. 2-A-1, Downgraded to Ba2 from Aaa
  -- Cl. 2-X, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-2, Downgraded to Ba3 from Aaa

  -- Cl. B-1, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from B3

Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR17

  -- Cl. A-1, Downgraded to A2 from Aaa
  -- Cl. A-X, Downgraded to A2 from Aaa
  -- Cl. A-2, Downgraded to B2 from Aaa

  -- Cl. B-1, Downgraded to B3 from B1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from B2

Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR5

  -- Cl. 1-A-1, Downgraded to A2 from Aaa
  -- Cl. 2-A-1, Downgraded to A2 from Aaa
  -- Cl. 3-A-1, Downgraded to A2 from Aaa
  -- Cl. 3-A-2, Downgraded to B2 from Aaa
  -- Cl. 4-A-1-2, Downgraded to Baa2 from Aaa
  -- Cl. 4-A-2-2, Downgraded to Baa2 from Aaa
  -- Cl. C-M, Downgraded to B2 from Aaa
  -- Cl. 4-M-1, Downgraded to B3 from Aa2
  -- Cl. 4-M-2, Downgraded to Caa1 from Baa2
  -- Cl. 4-M-3, Downgraded to Ca from Ba3
  
  -- Cl. B-1, Downgraded to B3 from B1; Placed Under Review for
     further Possible Downgrade

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

Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR7

  -- Cl. 1-A-1, Downgraded to Baa3 from Aaa
  -- Cl. 2-A-1, Downgraded to Baa3 from Aaa
  -- Cl. 1-X, Downgraded to Baa3 from Aaa
  -- Cl. 2-X, Downgraded to Baa3 from Aaa

  -- Cl. C-M, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from B2

  -- Cl. B-2, Downgraded to Ca from Caa1

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


INTERMET CORP: Can Use CapitalSource's Cash Collateral on Interim
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Intermet Corp. and its debtor-affiliates to use, in an
interim basis, cash collateral of several lenders including
CapitalSource Finance LLC, as collateral agent.

A hearing is set for Sept. 3, 2008, at 4:00 p.m., to consider
final approval of the motion.  A hearing will take place at 824
Market St., 6th Floor, Courtroom #3 in Wilmington, Delaware.  
Objections, if any, are due Aug. 28, 2008.

The proceeds of the cash collateral will be used to maintain daily
operations and to fund working capital needs.  The Debtors are now
in talks with its prepetition lenders to obtain postpetition
financing.

The Debtors tell the Court that the absence of cash collateral
will cause irreparable harm and prejudice to their estates and all
parties in interest.

The Debtors are party to several prepetition credit facilities
including:

  a) revolving credit agreement dated May 15, 2006, with
     CapitalSource Finance, Goldman Sachs Credit Partners LP and
     Caspian Capital.  As of the Debtors' bankruptcy filing, the
     principal balance under the agreement was $20 million;

  b) first lien term loan, letter of credit and guarantee
     agreement dated Nov. 9, 2005, with Goldman Sachs.  As of the
     Debtors' bankruptcy filing, the  principal balance under the
     agreement was $24 million plus $29 million of letters of
     credit issued; and

  c) second lien term loan and guarantee agreement date Nov. 9,
     2005, with Goldman Sach and LaSalle Bank Midwest N.A.   As
     of the Debtors' bankruptcy filing, the principal balance
     under the agreement was $70 million.

As adequate protection, the lenders will be granted:

  -- a replacement security interest in and lien upon all of the
     existing collateral, subject to carve out;

  -- a superpriority claim in the amount of the adequate
     protection obligations pursuant to Section 507(b) of the
     Bankruptcy Code; and

  -- current cash payments of all fees and expenses payable to the
     prepetiton agent including reasonable fees and disbursements
     of counsel to the prepetition agents.

In addition, the adequate protection liens and superperiority
claims is subject to a $500,000 carve-out for payment to fees
payable to the U.S. Trustee and Clerk of the Court, and reasonable
fees of professionals retained by the Debtors or the committee.

                          About Intermet

Headquartered in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The company and its debtor-
affiliates filed for Chapter 11 protection on August 12, 2008 (D.
Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).  
James E. O'Neill, Esq., Laura davis Jones, Esq. and Timothy P.
Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed assets of between
$50 million and $100 million and total debts of between $100
million and $500 million.


INT'L RECTIFIER: Gets $21 Per Share Unsolicited Bid from Vishay
---------------------------------------------------------------
International Rectifier Corporation has received an unsolicited,
non-binding proposal from Vishay Intertechnology, Inc., to acquire
all of the outstanding shares of International Rectifier for
$21.22 per share in cash.  Vishay's proposal is subject to due
diligence and other customary terms and conditions.

International Rectifier said that its board of directors will
evaluate the proposal in consultation with its financial and legal
advisers, and make a determination in due course.  The Board urges
shareholders to take no action until that determination has been
made.

As part of its evaluation, the board will thoroughly review the
prospects and potential of IR's current strategic plan, including
management's recently disclosed turnaround strategy and the nature
and terms of Vishay's non-binding proposal.  The Company also
noted that it has received, correspondence from Vishay setting out
certain claims against IR arising from the prior sale of an IR
unit to Vishay as well as an additional claim for rescission of
the prior transaction.  IR intends to vigorously dispute and
defend these claims.

                  About International Rectifier

International Rectifier Corporation (NYSE:IRF) is in the power
management technology business. IR's analog, digital, and mixed
signal ICs, and other advanced power management products enable
high performance computing and save energy in a wide variety of
business and consumer applications.  IR's customers include
manufacturers of computers, energy efficient appliances, lighting,
automobiles, satellites, aircraft, and defense systems.  On the
Net: http://www.irf.com/


INT'L RECTIFIER: S&P Says 'BB' Corp. Credit Rating on Watch Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB' corporate
credit rating on El Segundo, Calif.-based International Rectifier
Corp. (IR) would remain on CreditWatch with negative implications,
where it was placed on April 9, 2007, because of an accounting
investigation that prevented the company from filing financial
statements.

"That matter has been resolved as the company is current in its
financial statements and has restated prior financial statements
to correct for accounting irregularities," said Standard & Poor's
credit analyst Lucy Patricola. "Current financial information
suggests that the company is facing significant operational
challenges, with excess inventories and capacity causing low
profitability."

The company remains on CreditWatch negative following Vishay
Intertechnology Inc.'s announced proposal on Aug. 15, 2008, to
acquire IR's stock for about $1.6 billion in cash. As a result of
that action, Vishay's 'BB' corporate credit rating was also placed
on CreditWatch with negative implications.

If the Vishay offer is accepted, IR's corporate credit rating will
be withdrawn. If the offer is not accepted, the rating will be
based on our evaluation of IR's future operating prospects as an
independent company and its ongoing financial profile.


JAMES ESCUDERO: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: James Oscar Escudero
        191 Sequoia Drive
        Pasadena, CA 91105

Bankruptcy Case No.: 08-22970

Chapter 11 Petition Date: August 18, 2008

Court: Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Gerald McNally, Esq.
                  (gm@mcesq.com)
                  McNally & Associates P.C.
                  206 North Jackson Street, Suite 100
                  Glendale, CA 91206-4330
                  Tel: (818) 507-5100
                  Fax: (818) 507-5001

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

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

Debtor's list of its 17 largest unsecured creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
L&W Avocados LLC                 3740 Via Viente       $1,275,000
Larry Brandenburg                Fallbrook, CA
212 Ironwood Drive PMB 217
Coeur D' Alene, ID 83814

Chase Manhattan Mortgage         2534 Los Alisos         $943,719
Research Dept. G7-PP             Fallbrook, CA
3415 Vision Drive
Columbus, OH 43219

Yanaga Family Char. Trust        1621-23 Colorado        $903,000
1421 Indiana Avenue              Boulevard
South Pasadena, CA 91030         Eagle Rock, CA

White Brothers Investment Co.    1924 Colorado           $800,000
71-905 Highway 111, Suite E      Boulevard
Rancho Mirage, CA 92270          Eagle Rock, CA

American Express                 Credit Card              $21,017

Cap One - Richmond               Credit Card              $19,302

Discover Financial               Credit Card              $15,303

DCFS USA LLC                     Lease                    $10,993

Bank of America                  Credit Card              $10,751

Citibank USA                     Charge Account           $10,510

Rainbow Municipal                Water                     $8,929
Water District

Wells Fargo Bank                 Checking Account             $73

                                 Credit Card               $2,214

Allied Credit/Alliance One       Collection - LA           $1,827

Land Rover                       Lease                     $1,729

Cap One - Norcross               Credit Card                 $681

GEMB/Chevron                     Charge Account              $587

Washington Mutual Bank           Checking Account            $40


JEFFERSON COUNTY: Bankruptcy Decision to Depend on Nov. Referendum
------------------------------------------------------------------
Commissioners for Jefferson County, Alabama's largest county,
voted 3-2 to hold a referendum for residents to decide whether or
not the county should file for bankruptcy, reports say.  This was
after they abandoned talks of raising taxes and fees due to fierce
opposition.

The referendum will coincide with the general election, set Nov.
4.

A bankruptcy would put interest payments and lawsuits against the
county on hold, while it restructures debt.  But it could also
damage the county's credit rating, force spending cuts and layoffs
of some of the county's 4,000 employees as well as increase taxes,
AHN reports.

As reported by the Troubled Company Reporter on Aug. 4, 2008,
Jefferson County reached an agreement with creditors to extend
payment on a $3.2  billion sewer debt until Nov. 17, 2008.  
A $100 million payment on the debt was supposedly due Aug. 1.  

As part of agreement, the county will pay creditors $44 million of
principal.  XL Capital Assurance, the bond insurance unit of
Security Capital Assurance and a major bond insurer for Jefferson
County, would pay $35 million of the principal, county commission
President Bettye Fine Collins said, according to a report by
Melinda Dickinson of Reuters.

Jefferson County has $4.6 billion in overall debt, including
$3.2 billion in sewer bonds.  The county was required to post a
collateral on interest-rate swaps tied to the bonds after a series
of downgrades on the debt.  The Aug. 1 agreement was the fourth
extension with creditors since the county failed to make a payment
on April 1.  The county's major creditors include investment banks
JPMorgan Chase, Goldman Sachs and Lehman Brothers.

Two of the firms that guarantee to make the payments on Jefferson
County's sewer bonds in the event of default were FGIC Corp. and
XL Capital Assurance Inc.  FGIC insured $1.56 billion of Jefferson
County auction-rate securities, and XL Capital backed $397 million
of the bonds.

XLCA  said that as of June 2, 2008, the Company's exposure to
Jefferson County was $810 million, net of reinsurance.  XLCA has
not established any loss reserves at this time in connection with
Jefferson County.

           Citigroup Replaces Goldman Sachs as Adviser

Citigroup Inc. was appointed as part of a new banking team
advising Jefferson County after Goldman Sachs Group. Inc. refused
to take the job, Martin Z. Braun and William Selway at Bloomberg
News reported.  As reported by the Troubled Company Reporter on
July 9, 2008, the Jefferson County Commission dismissed current
advisers Porter, White & Co., Merrill Lynch & Co., and Birmingham
law firm Bradley Arant Rose & White as negotiators in their debt
restructuring effort.  They hired as replacement, Goldman, Sachs &
Co.; Birmingham investment bank Sterne, Agee & Leach Inc. and
Memphis-based investment firm Morgan Keegan & Co.  

                     About Jefferson County

Jefferson County has its seat in Birmingham.  It has a population
of 660,000.  It ended its 2006 fiscal year with a $42.6 million
general fund balance, according to Standard & Poor's.  Patrick
Darby, a lawyer with the Birmingham firm of Bradley Arant Rose &
White, represents Jefferson County.  Porter, White & Co. in
Birmingham is the county's financial adviser.  A bankruptcy by
Jefferson County stands to be the largest municipal bankruptcy in
U.S. history.  It could beat the record of $1.7 billion, set by
Orange County, California in 1994.  

                         *     *     *

As reported by the Troubled Company Reporter on June 10, 2008,
Standard & Poor's Ratings Services' ratings on Jefferson County,
Ala.'s series 1997A, series 2001A, series 2003 B-1-A through 2003
B-1-E, and series 2003 C-1 through 2003 C-10 sewer system revenue
bonds ('CCC' underlying rating [SPUR]) remain on CreditWatch with
developing implications.

On April 1, 2008, Standard & Poor's lowered its SPUR on the
county's variable-rate demand series 2003 B-2 through 2003 B-7
sewer revenue refunding warrants to 'D' from 'CCC' due to the
sewer system's failure to make a principal payment on the bank
warrants when due on April 1, 2008, in accordance with the terms
of the standby warrant purchase agreement.

As reported by the TCR on July 22, 2008, Moody's Investors
Service's continues to review the Caa3 rating on Jefferson
County's (AL) $3.2 billion in outstanding sewer revenue
warrants for possible downgrade.  


KNIGHT INC: Non-Cash Charges No Effect on S&P's 'BB' Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services said its rating on Knight Inc.
(BB/Stable/--) is unaffected by the company's $4 billion non-cash
goodwill impairment charge reported in the second quarter of 2008.
The goodwill impairment relates to certain reporting units that
are part of its investment in Kinder Morgan Energy Partners L.P.
(KMP) acquired in 2007. Importantly, there is no material change
in cash flow expectations at the KMP reporting units versus at the
time of the management buyout in 2007 that brought Knight private.
This also does not have any impact on KMP's stand-alone financial
statements. The reduction in goodwill is based on the company's
current approach to value the fair value of each reporting unit at
their individual market multiple versus the approach used at the
time of the management buyout that valued the assets acquired at a
much higher general partner market multiple. Slightly over half
($2.24 billion) of the impairment is from KMP's natural gas
pipeline unit, $1.04 billion is from the product pipeline unit,
and $677 million is from the terminals business.


LENOX STREET: S&P Affirms BB Ratings for 3 Classes of Securities
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
E note issued by Lenox Street 2007-1 Ltd., a hybrid cash
flow/synthetic collateralized debt obligation (CDO) transaction
backed predominantly by assets and swap contracts that reference
commercial mortgage-backed securities (CMBS), and removed it from
CreditWatch with negative implications, where it was placed on May
28, 2008. At the same time, S&P affirmed the remaining ratings on
this transaction.

The rating actions reflect the incorporation of Standard & Poor's
revised recovery rate assumptions for CMBS. S&P affirmed the
ratings on the other notes based on the sufficient existing credit
support.

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.

RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
Lenox Street 2007-1 Ltd.
                Rating
Class        To        From                  Balance (mil. $)
-----        --        ----                  ----------------
E            BBB       BBB+/Watch Neg                   24.50

RATINGS AFFIRMED

Lenox Street 2007-1 Ltd.
               
Class        Rating                  
A            AAA       
B            AA        
C            A         
D            A-        
F            BBB-      
G            BB+   
H            BB
J            BB-      

TRANSACTION INFORMATION

Issuer:              Lenox Street 2007-1. Ltd.
Co-issuer:           Lenox Street 2007-1. LLC
Trustee:             ABN Amro
Manager:             Massachusetts Financial Services
Transaction type:    CDO hybrid cash flow/synthetic CDO


LINENS N THINGS: Five More Stores Out of Closing List
-----------------------------------------------------
Linens 'n Things, Inc., and its debtor-affiliates filed with the
United States Bankruptcy Court for the District of Delaware on
August 11, 2008, a second amended list of closing stores to
reflect the deletion of five additional stores from the first
amended closing stores list.  The Debtors did not elaborate as to
why the five stores were taken off the list.

The five deleted stores are:

     Store                        Location
     -----                        --------
     Taunton, Massachusetts       82 Taunton Depot Drive
                                  Taunton, Massachusetts 2780

     Avon, Indiana                10321 E US Highway 36
                                  Avon, Indiana 46123

     Tempe Marketplace            1800 East Rio Salado Pkwy#140
                                  Tempe, Arizona 85281

     Shreveport, Louisiana        7081 Youree Drive
                                  Shreveport, Louisiana 71105

     Blue Diamond Crossing        3940 Blue Diamond Road
                                  Las Vegas, Nevada 89139

The Debtors originally sought to close 87 stores, and then reduced
the number to 57 after certain undisclosed concessions were
received from affected landlords.

                        Landlords Object

Several landlords, and other parties that will be affected by the
Debtors' proposal to close 57 stores have filed objections:

   -- Black Equities Group, Ltd.;
   -- First Interstate Avon, Ltd.;
   -- Inland US Management, LLC and Inland Southwest Mgmt. LLC;
   -- Rod Northcutt, tax collector for Brevard County, Florida;
   -- RREEF Management Company;
   -- RRP Vista Village Phase I LP;
   -- The Krausz Companies; and
   -- The Macerich Company.

The Objecting Landlords cited these grounds:

   (a) The proposed closing store sales and guidelines would
       allow sales of potentially unlimited duration, and do not
       prohibit augmentation of inventory;

   (b) The store closing procedures, in the current form, are
       deficient, and do not reasonably balance the interest of
       the Debtors in conducting the sales with the
       interest of the Landlords in protecting and safeguarding
       the affected premises;

   (c) The procedures permit the Debtors to utilize exterior
       banners at the stores without regard to lease terms, and
       without placing any limitations on the number of exterior
       banners that may be used;

   (d) The procedures do not require the Debtors to repair any
       damage caused to the exterior and facade of a store as a
       result of the Debtors' banners and other advertisements;

   (e) Landlords are denied the benefit of restrictions on the
       store closing activities as specifically negotiated in the
       lease agreements;

   (f) Signages used to advertise the sales should be limited,
       and should not use terms like "Going out of Business,"
       "Total Liquidation Sale," "court ordered sale,"
       "bankruptcy sale," "Chapter 11 sale," and "lost our
       lease";

   (g) The Debtors have not proposed to comply with any lease
       terms that restrict or limit the liquidation of inventory,
       fixtures or equipment at the Closing Stores; and

   (h) The Debtors have not stated that they will not conduct an
       auction at the premises.

The Brevard Tax Collector also objects to the sales if the
Debtors do not segregate funds that will be used to pay its
secured first priority claim for 2008 taxes.

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

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

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

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

(Bankruptcy News About Linens 'n Things, Issue No. 15; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


LINENS N THINGS: Wants to Close 28 More Stores & Conduct GOB Sales
------------------------------------------------------------------
Linens 'n Things, Inc., and its debtor-affiliates, even after
obtaining approval to close, and commence going-out-of-business
sales with respect to 120 underperforming stores and then 57 more
retail outlets, ask authority from the United States Bankruptcy
Court for the District of Delaware to:

   (a) close 28 retail stores due to their failure to reach
       temporary agreements with landlords for those store
       locations;

   (b) conduct store closing sales at those stores free and clear
       of liens pursuant to Sections 363(b) and (f) of the
       Bankruptcy Code; and

   (c) include inventory and owned furniture, fixtures and
       equipment either:

         -- as a "put option" in connection with the auction to
            be held in connection with their prior proposal to
            close 57 underperforming stores, or

         -- in some other process or transaction designed to
            maximize value for the bankruptcy estates.

The $700,000,000 DIP Credit Agreement, as amended, (i) gave the
Debtors up to August 1, 2008, to obtain the consent of their
landlords for at least 80% of store locations to extend the
Debtors' deadline for assuming or rejecting store leases through
March 31, 2009; and (ii) requires the Debtors to obtain Court-
approval to commence store closing sales by August 28 as to
leases that were not granted extensions by landlords.

Mark D. Collins, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Debtors were not able to
obtain written consents by landlords to 28 store locations, and
thus contemplate GOB sales with respect to those locations.

The 28 additional closing stores are:

   Store No.             Location
   ---------             --------
   229 Mentor            7601 Penn Avenue
                         South Richfield, Illinois 60606

   370 Cranston          110 North Wacker Drive
                         Chicago, Illinois 60606

   439 Scottsdale        2425 E Camelback Road - Suite 750
                         Phoenix, Arizona 85016

   443 Arlington         8235 Douglas Avenue, Suite 1300
                         Dallas, Texas 75225

   470 Portland          1405 Jantzen Beach Supercenter
                         Portland, Oregon 97217

   553 College Park      4640 Forbes Boulevard, Suite 300
                         Lanham, Maryland 20706

   570 Burbank           200 East Baker Street - Suite 100
                         Costa Mesa, California 92626

   589 Joliet            3340 Mall loop Drive - 1249
                         Joliet, Illinois 60431

   1182 Amherst          570 Delaware Avenue
                         Buffalo, New York 14202

   1190 Durango          318 Diablo Road, Suite 240
                         Danville, California 94526

   1226 Gainesville      12500 Fair Lakes Circle, Suite 430
                         Fairfax, Virginia 22033

   424 Towson            3333 New Hyde Park Road - Suite 100
                         New Hyde Park, New York 11042-0020

   393 Alpharetta        191 Peachtree Street, Suite 3850
                         Atlanta, Georgia 30303

   524 Issaquah          251 Oceano Drive
                         Los Angeles, California 90049

   468 San Diego         5330 Carrol Canyon Road - Suite 200
                         San Diego, California 92121

   508 Sandy             401 Wilshire Boulevard, Suite 700
                         Santa Monica, California 90407

   422 Cincinnati        915 Wilshire Boulevard - Suite 2200
                         Los Angeles, California 90017

   387 Sterling          900 BofA Plaza, 1901 Main Street
                         Columbia, South Carolina 29201

   511 Sterling Heights  6735 Telegraph Road, Suite 110
                         Bloomfield Hills, Michigan 48301

   514 Lynnwood          2829 Rucker Avenue, Suite 100
                         Everett, Washington 98201

   121 Orlando           300 Galleria Parkway, 12th Floor
                         Atlanta, Georgia 30339

   208 Norcross          45 Ansley Drive
                         Newnan, Georgia 30263

   252 Matairie          3301 Veterans Memorial Boulevard
                         Matairie, Louisiana 70002

   557 Fort Collins      Chandelle Dev. LLC, 600 Grant Street
                         Denver, Colorado 80203

   1104 Orange           425 California Street, 2nd Floor
                         San Francisco, California 94104

   1174 Chicago          2828 North Clerk Street - Suite 422
                         Chicago, Illinois 60657

   1195 El Segundo       321 12th Street, Suite 200
                         Manhattan Beach, California 90266

   1234 Flagstaff        401 Wilshire Boulevard, Suite 700
                         Santa Monica, California 90407

As previously reported, the Debtors intend to promptly begin
conducting GOB sales at the 57 closing stores in order to stem
off losses from the continued operation of these stores.  The
Debtors have sought the Court's approval to enter into an agency
agreement with liquidation firms, and select a liquidator at an
auction.

The Debtors ask the Court to waive the 10-day stay period, under
Rule 6004 of the Federal Rules of Bankruptcy Procedure, with
respect to any order on the sale of their assets.  Given the
critical "back to school" period and the rapid approach of the
holiday shopping season, and the time constrains under which the
Debtors are under pursuant to the DIP Amendment, the Debtors
anticipate that the successful bidder for the liquidation assets
will want to close on its transaction as soon as possible.

The Debtors ask the Court to waive local or state laws and lease
provisions that restrict the closing sales.

The Court will convene a hearing on August 28 to consider
approval of the Debtors' third request to commence store closing
sales.  Objections are due August 21.

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

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

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

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

(Bankruptcy News About Linens 'n Things, Issue No. 15; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


MAGNA ENTERTAINMENT: Amends Credit Deals to Address Liquidity Woes
------------------------------------------------------------------
Magna Entertainment Corp. amended certain of its financing
agreements including:

   -- extending the maturity date of its $40 million senior
      secured revolving credit facility with a  Canadian chartered
      bank from Aug. 15, 2008, to Sept. 15, 2008;

   -- extending the maturity date of its bridge loan facility with
      a subsidiary of MI Developments Inc., MEC's controlling
      shareholder, from Aug. 31, 2008, to Sept. 30, 2008; and

   -- extending the due date of its $100 million repayment
      requirement under the Gulfstream Park project financing with
      the MID Lender from Aug. 31, 2008, to Sept. 30, 2008, during
      which time any repayments will not be subject to a make-
      whole payment.

MEC incurred a fee of $0.4 million in connection with the
extension of the Senior Bank Facility and a fee of $0.5 million in
connection with the extension of the Bridge Loan.

Consideration of the amendments to the financing arrangements with
the MID Lender was supervised by the Special Committee of MEC's
board of directors consisting of Jerry D. Campbell, chairman,
Anthony J. Campbell and William J. Menear.  The approval of MEC's
board succeeded a recommendation of the special committee.

MEC will file a material change report soon as practicable.  The
material change report will be filed less than 21 days prior to
the closing of the loan amendments.  The timing of the material
change report is, in MEC's view, both necessary and reasonable
because the terms of the amendments were settled and approved by
MEC's board of directors on Aug. 13, 2008, and MEC requires
immediate funding to address its short-term liquidity needs.

                     About Magna Entertainment

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(NASDAQ: MECA; TSX: MEC.A) -- http://www.magnaentertainment.com/   
-- owns and operates horse racetracks, based on revenue, 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.  The
company owns and operates AmTote International Inc., XpressBet(R),
a national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, the
company has a 50% interest in HorseRacing TV(TM), a 24-hour horse
racing television network, and TrackNet Media Group, LLC, a
content management company formed for distribution of the full
breadth of MEC's horse racing content.


MAGNA ENTERTAINMENT: Posts $21.2 Million Net Loss in 2008 2nd Qtr.
------------------------------------------------------------------
Magna Entertainment Corp. reported a net loss of $21.2 million for
the second quarter ended June 30, 2008, compared with a net loss
of $23.4 million in the same period last year.

EBITDA from continuing operations was $5.2 million for the three
months ended June 30, 2008, an increase of $1.2 million or 31.3%
compared to $4.0 million for the three months ended June 30, 2007.

Revenues from continuing operations were $166.3 million for the
three months ended June 30, 2008, a decrease of $1.1 million or
0.7% compared to $167.4 million for the three months ended
June 30, 2007.  The decreased revenues from continuing operations
were primarily due to:

  -- Maryland revenues below the prior year period by $4.4 million      
     primarily due to decreased handle and wagering revenues at
     this year's Preakness(R), and decreased average daily
     attendance and handle during the race meets at both Laurel
     Park and Pimlico; and
    
  -- California revenues below the prior year period by
     $4.0 million due to 5 fewer live race days at Golden Gate
     Fields with a change in the racing calendar which shifted
     live race days to the third and fourth quarters of 2008,
     partially offset by increased non-wagering revenues at Santa  
     Anita Park from special events and facility rentals;

partially offset by:

  -- Florida revenues above the prior year period by $5.5 million
     primarily due to increased gross gaming revenues at
     Gulfstream Park from improved slot and poker operations, and
     increased wagering revenues from the introduction of year
     round simulcasting at Gulfstream Park at the end of the 2008
     race meet; and

  -- Real estate and other operations revenues above the prior
     year period by $2.3 million due to increased housing unit
     sales at the company's European residential housing
     development.

Frank Stronach, MEC's chairman and chief executive officer
commented: "Despite difficult economic conditions in the U.S., our
EBITDA from continuing operations improved by $1.2 million in the
second quarter of 2008 compared to the same period last year.  
This improvement was primarily due to improved results at
Gulfstream Park, Santa Anita Park and our real estate operations
partially offset by disappointing results at The Maryland Jockey
Club.  We are also encouraged by the results at XpressBet(R),
which increased its handle by 21%, and Remington Park, which
increased its slot revenues by 17%, both compared to the same
quarter last year.  Notwithstanding this modest improvement in
EBITDA for the quarter, we recognize the need for further
significant improvement in our operating results, as we also focus
on dramatically reducing our debt levels."

Blake Tohana, MEC's executive vice-president and chief financial
officer, commented: "Although we continue to take steps to
implement our debt elimination plan, U.S. real estate and credit
markets have continued to demonstrate weakness in 2008 and we do
not expect to complete our plan on the originally contemplated
time schedule.  However, we remain firmly committed to reducing
debt and interest expense.  We closed the sale of Great Lakes
Downs in July 2008 and are continuing to pursue other asset sale
opportunities."

                        Six Months Results

Revenues were $397.3 million in the six months ended June 30,
2008, a decrease of $24.4 million or 5.8% compared to
$421.6 million for the six months ended June 30, 2007.  The
decreased revenues in the six months ended June 30, 2008, compared
to the prior year period are primarily due to the same factors
impacting the three months ended June 30, 2008, as well as
California revenues below the prior year period by $21.2 million
due to the net loss of 8 live race days at Santa Anita Park due to
excessive rain and track drainage issues with the new synthetic
racing surface that was installed in the fall of 2007.

Including discontinued operations, net loss for the six month
period ended June 30, 2008, increased to $67.7 million, as
compared to a net loss of $21.0 million in the same period of
2007.  

Loss from discontinued operations was $31.7 million for the six
months ended June 30, 2008 (as compared to a loss of
$6.3 million in the corresponding period of 2007), and inclued
included write-downs of $29.2 million related to Magna Racino(TM)
long-lived assets and $3.1 million related to Instant Racing
terminals and the associated facility at Portland Meadows.

EBITDA of $21.1 million for the six months ended June 30, 2008,
decreased $7.5 million from $28.5 million in the six months ended
June 30, 2007.  EBITDA for the six months ended June 30, 2008,
included a write-down of long-lived assets of $5.0 million
relating to the Dixon, California real estate held for sale at
June 30, 2008, which was required in the first quarter of 2008, as
a result of significant weakness in the Northern California real
estate market.

                            Cash Flows

During the three months ended June 30, 2008, cash used for
operating activities of continuing operations was $22.3 million,
which decreased $25.2 million from cash provided from operating
activities of continuing operations of $2.9 million in the three
months ended June 30, 2007, primarily due to an increase in cash
used for non-cash working capital balances.  

Cash provided from investing activities of continuing operations
in the three months ended June 30, 2008, was $24.7 million,
including $31.5 million of proceeds received on the sale of real
estate to a related party, $3.3 million of proceeds on the
disposal of fixed assets, partially offset by $5.7 million of
other asset additions and $4.4 million of real estate property and
fixed asset additions.

Cash provided from financing activities of continuing operations
during the three months ended June 30, 2008, of $2.7 million
includes net borrowings of $11.6 million from the company's
controlling shareholder, partially offset by net repayments of
$5.7 million of long-term debt and $3.3 million of bank
indebtedness.

                      Debt Elimination Plan

On Sept. 12, 2007, the company's Board of Directors approved a
debt elimination plan, which was designed to eliminate net debt by
Dec. 31, 2008, by generating funding from the sale of assets,
entering into strategic transactions involving certain of its
racing, gaming and technology operations, and a possible future
equity issuance.

The company said that real estate and credit markets have
continued to demonstrate weakness to date in 2008 and as a result
it does not expect to be able to complete asset sales at
acceptable prices as quickly or for amounts as originally
contemplated.  Also, given the announcement of the reorganization
proposal for MI Developments Inc., and pending determination of
whether it will proceed, the company is now reconsidering whether
to sell certain of the assets that were originally identified for
disposition under the debt elimination plan.  

As a result of these developments, combined with its upcoming debt
maturities and its operational funding requirements, the company  
will again need to seek extensions or additional funds in the
short-term from one or more possible sources.  The availability of
such extensions or additional funds from existing lenders,
including its controlling shareholder, or from other sources is
not assured and, if available, the terms thereof are not
determinable at this time.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$1.19 billion in total assets, $866.7 million in total
liabilities, and $321.7 million in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $244.8 million in total current
assets available to pay $396.0 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?30f7

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2008,
Ernst & Young LLP in Toronto, Canada, expressed substantial doubt
about Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.  The auditing
firm pointed to the company's recurring operating losses and
working capital deficiency.

The company has incurred net losses of $67.7 million for the six
months ended June 30, 2008, and at June 30, 2008, had an
accumulated deficit of $577.8 million and a working capital
deficiency of $151.1 million.  At June 30, 2008, the company had
$229.8 million of debt that matures in the 12-month period ending
June 30, 2009, including amounts owing under its $40.0 million
senior secured revolving credit facility with a Canadian financial
institution, which is scheduled to mature on Aug. 15, 2008,
amounts owing under the amended Bridge Loan, which is scheduled to
mature on Aug. 31, 2008, and its obligation to repay
$100.0 million of indebtedness under the Gulfstream Park project
financings with a subsidiary of MID by Aug. 31, 2008.

                    About Magna Entertainment

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


MD PROMENADE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: MD Promenade, Inc.
         dba Metro Grill
        4425 North Central Expressway
        Dallas, TX 75205

Bankruptcy Case No.: 08-34113

Chapter 11 Petition Date: August 19, 2008

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer, Esq.
                   (courts@joycelindauer.com)
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  http://www.joycelindauer.com
                  
Estimated Assets: $500,000 to $1 million

Estimated Debts:  $1 million to $10 million

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

MICROMET INC: Posts $8.6 Million Net Loss in 2008 Second Quarter
----------------------------------------------------------------
Micromet Inc. reported a net loss of $8.6 million for the second
quarter ended June 30, 2008, compared to a net loss of
$6.5 million for the same period in 2007.  Total operating
expenses were $14.4 million for the three months ended June 30,
2008, compared to $11.1 million for the same period in 2007.

For the three months ended June 30, 2008, Micromet recognized
total revenues of $8.5 million, compared to $3.1 million for the
same period in 2007.  

                  Six Months Ended June 30, 2008

For the six months ended June 30, 2008, Micromet recognized total
revenues of $14.4 million, compared to $5.8 million for the same
period in 2007.  

For the six months ended June 30, 2008, Micromet reported a net
loss of $14.5 million, compared to a net loss of $14.1 million for
the same period in 2007.  Total operating expenses were
$27.6 million for the six months ended June 30, 2008, compared to
$21.4 million for the same period in 2007.  

In June, Micromet received a milestone payment of $775,000 from
Nycomed in connection with the initiation of formal preclinical
safety studies for antibody MT203, which has potential
applications in the treatment of inflammatory and autoimmune
diseases.

Micromet's cash and cash equivalents were $22.4 million as of
June 30, 2008.  Net cash used in operating activities was
$4.7 million for the six months ended June 30, 2008, compared to
$7.9 million used in operating activities for the same period in
2007.

                       Going Concern Doubt

The company disclosed in its Form 10-Q for the second quarter of
2008, that as of June 30, 2008, it had an accumulated deficit of
$179.4 million, and that it expects to continue to incur
substantial, and possibly increasing, operating losses for the
next several years.  These conditions create substantial doubt
about our ability to continue as a going concern.

The company is continuing its efforts in research and development,
preclinical studies and clinical trials of its product candidates.
These efforts, and obtaining requisite regulatory approval prior
to commercialization, will require substantial expenditures.  Once
requisite regulatory approval has been obtained, substantial
additional financing will be required to manufacture, market and
distribute its products in order to achieve a level of revenues
adequate to support its cost structure.  

Management believes it has sufficient resources to fund its
required expenditures into the second quarter of 2009, without
considering any potential milestone payments that it may receive
under current or future collaborations, or any future capital
raising transactions or drawdowns from the committed equity
financing facility (CEFF) with Kingsbridge Capital Limited.  

At June 30, 2008, the company's consolidated balance sheet showed
$48.3 million in total assets, $36.3 million in total liabilities,
and $12.0 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?30f0

                       About Micromet Inc.

Micromet Inc. (Nasdaq: MITI) -- http://www.micromet-inc.com/-- is    
a biopharmaceutical company developing novel, proprietary
antibodies for the treatment of cancer, inflammation and
autoimmune diseases.  Four of its antibodies are currently in
clinical trials, while the remainder of the product pipeline is in
preclinical development.


MICHAEL VICK: Gov't Wants Chapter 11 Trustee Appointed in Case
--------------------------------------------------------------
The U.S. Trustee Program asked a judge in the bankruptcy case of
athlete Michael Vick to appoint a Chapter 11 trustee.  A motion by
the Program states the trustee would help recover assets from
third parties.

Peter Ginsberg, an attorney for Vick, said he will oppose the
motion because it would add an unnecessary and costly layer of
bureaucracy, according to the report.

Mr. Vick's lawyers has withdrawn their request to have David A.
Talbot named as financial adviser in the bankruptcy case.  As
reported by the Troubled Company Reporter on Aug. 13, the man that
Mr. Vick picked to help him in his bankruptcy filing was accused
of helping swindle more than $500,000 from church members in New
Jersey.

According to the report, the government's motion for the trustee
also questions the choice Mr. Vick made last year to get Mary Wong
of Omaha, Neb. as business manager.  She is accused of engaging in
numerous unauthorized transactions.

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

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

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


MIRABILIS VENTURES: Forfeiture Case May Halt Reorganization
-----------------------------------------------------------
William Rochelle of Bloomberg News says that the reorganization of
Mirabilis Ventures Inc. and its debtor-affiliates may be suspended
until a U.S. Attorney completes a forfeiture case initiated in
April 2008.

The U.S. Attorney alleges that the Debtors, related companies and
principal Frank Amodeo committed "systematic and pervasive theft
of payroll taxes" worth $182 million, Mr. Rochelle quotes court
documents as stating.  The U.S. Attorney, Mr. Rochelle says, also
filed conspiracy, wire fraud and obstruction of an agency
proceeding charges against the defendants.

The Troubled Company Reporter said on June 6, 2008, that assistant
U.S. Attorney Randy Gold told the Hon. Karen Jennemann of the U.S.
Bankruptcy Court for the Middle District of Florida that he
questions the motives of the Debtors in filing a chapter 11
petition.  In addition, Mr. Gold told Judge Jennemann that the
Debtor should have filed a chapter 7 petition.  The government
asserted that most of the Debtors' property will be eventually
forfeited leaving nothing for creditors, Mr. Rochelle says.

Mirabilis had been a subject of a two-year investigation by the
Internal Revenue Service.  Mirabilis units and companies connected
with Mr. Amodeo allegedly defrauded about $182.0 million in salary
taxes.  The IRS seized $13.3 million real property owned by the
Debtor and Mr. Amodeo, plus Mr. Amodeo's Learjet and $900,000 held
by 16 of the defendants' legal counsels.

Mr. Amodeo was indicted earlier this month, Mr. Rochelle reports.

A hearing on the U.S. Attorney's allegations is set for Sept. 3,
2008, Mr. Rochelle notes.

                      About Mirabilis Ventures

Orlando, Florida-based Mirabilis Ventures Inc., together with two
of its affiliates, filed for Chapter 11 protection on May 27, 2008
(Bankr. M.D. Fla. Lead Case No. 08-04327).  Elizabeth A. Green,
Esq., at Latham Shuker Eden & Beaudine LLP, represents the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of $50 million to $100 million.


MISTRAL PHARMA: Proposes Investment of New Funds Under BIA
----------------------------------------------------------
Mistral Pharma Inc. filed a proposal under the Bankruptcy and
Insolvency Act.  If ratified, the proposal shall effect a
compromise of the Corporation's debts existing at June 13, 2008,
and effect an arrangement under Section 191 of the Canada Business
Corporation's Act.

The proposal contemplates the investment of fresh funds by a
third-party in the Corporation in exchange for the cancellation of
all of the Corporation's issued and outstanding shares, options
and warrants, and the issuance of new shares in favor of the
investor.  The sums to be received from the investor will serve to
fund the payments provided for under the Corporation's proposal,
and provide the Corporation with the working capital it needs to
meet its current operating requirements.

A meeting of the Corporation's creditors will be held on Sept. 4,
2008 to vote on the proposal.  In the event the creditors approve
the proposal in the required percentages, a hearing will be held
on Sept. 15, 2008 and the Superior Court of Quebec will be asked
to ratify the proposal and authorize the arrangement, which will
cancel the Existing Shares.

The Corporation's proposal needs to be approved by a majority in
number of the creditors voting on the proposal, representing
66.66% in value of those creditors' claims.

Demers Beaulne Inc. has agreed to act as trustee to Mistral's
proposal.

                       About Mistral Pharma

Headquartered in Quebec, Canada, Mistral Pharma Inc. (TSX
VENTURE:MIP) -- http://www.mistralpharma.com/-- is a    
pharmaceutical company engaged in scientific research and
development to develop and commercialize drugs, which incorporate
oral controlled-delivery technologies.  The company is active in
the reformulation and the commercialization of already-marketed
drugs.  Mistral uses its controlled release technologies in order
to improve the efficacy, safety or dosing schedule of drugs.

                         Notice of Default

As reported in the Troubled Company Reporter on June 5, 2008,
Mistral Pharma received a notice of default and a notice to
enforce security from MMV Financial Inc., a senior secured
creditor of the company.

Pursuant to a credit agreement announced on Oct. 16, 2006, Mistral
obtained a $1.5 million secured loan from MMV.  As per the notice
of default received, MMV requested the immediate payment of
$1.3 million, on the basis that Mistral failed to effect a
principal and interest payment due on May 31, 2008.

As per the notice to enforce security, MMV advised the company
that it reserves its rights to enforce its security, which can be
effected only after the expiry of the 10-day period following the
transmission of MMV's notice.

Mistral's financial position does not allow it to effect the
payment of $1.3 million as requested by MMV.


MORTGAGES LTD: Can Hire Greenberg Traurig as Special Counsel
------------------------------------------------------------
Judge Randolph Haines of the U.S. Bankruptcy Court for the
District of Arizona approved a request by Mortgages Ltd. to hire
law firm Greenberg Traurig as special counsel, Andrew Johnson of
The Arizona Republic reports.

The request faced opposition from developers that borrowed money
from Mortgages Ltd.  They accused the law firm of hiding reputed
wrongdoing by the lender.

In response to the objections, Judge Haines said in a ruling on
Aug. 15 that objections do not justify why the firm should not be
able to represent Mortgages Ltd. in matters outside the
bankruptcy.  The reason, mainly, is the law firm and lender agree
that the accusations are false.

According to the report, John Clemency, Esq. of Greenberg Traurig,
said at a hearing the law firm plans to pursue foreclosure on
Mortgages Ltd. borrowers who are in default, oversee banking and
securities issues and represent the lender in a lawsuit brought by
developer Rightpath Ltd. Development Group LLC.

                        About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/  
-- originates, invests in, sells and services its own short-term
real-estate secured loans on properties within the state of
Arizona in the US.  It underwrites loans for commercial,
industrial and residential properties for acquisition,
entitlement, development, construction and investment.

Mortgages Ltd. was the subject of an involuntary chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
before the U.S. Bankruptcy Court for the District of Arizona.  
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.


MORGAN STANLEY TRUST: S&P Affirms BB, B Ratings on Six Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 26
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2006-HQ9.

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

As of the Aug. 14, 2008, remittance report, the collateral pool
consisted of 210 loans with an aggregate trust balance of $2.548
billion, compared with 211 loans totaling $2.565 billion at
issuance. The master servicer, Wells Fargo Bank N.A. (Wells
Fargo), reported financial information for 100% of the pool.
Ninety-one percent of the servicer-provided information was full-
year 2007 data. Standard & Poor's calculated a weighted average
debt service coverage (DSC) of 1.55x for the pool, compared with
1.40x at issuance.

There are 66 ($708 million, 28%) partial-term interest-only loans
in the pool. Five of the nine loans ($29 million, 1%) that
reported DSCs of less than 1.0x have mitigating factors that
offset the low coverage. S&P stressed the remaining four loans in
S&P's analysis. These four loans are secured by various properties
with an average balance of $3.2 million and have seen an average
decline in DSC of 30.4% since issuance. All of the loans in the
pool are current, and none are with the special servicer. The
trust has experienced no losses to date.

The top 10 loans have an aggregate outstanding balance of $1.45
billion (49%) and a weighted average DSC of 1.75x, up from 1.70x
at issuance. Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 exposures. One was characterized as "excellent," and
the rest were characterized as "good."

The credit characteristics of the following loans are consistent
with those of investment-grade obligations:

     -- The Cherry Creek Mall loan is the largest loan in the pool
and has a trust balance of $250 million and a whole-loan balance
of $280 million. The whole loan includes the $250.0 million pari
passu note included in the trust and a $30.0 million pari passu
note included in Morgan Stanley Capital I Trust 2006-HQ10. The
loan is secured by 0.5 million sq. ft. of a 1.0 million-sq.-ft.
class A regional mall located in Denver, Colo. The mall was built
between 1989 and 1991. For the year ended Dec. 31, 2007, DSC was
2.20x, and occupancy was 95%. Standard & Poor's adjusted net cash
flow (NCF) for this loan is comparable to its level at issuance.

     -- The 120 Broadway loan is the third-largest loan in the
pool and has a trust balance of $215.0 million and whole-loan
balance of $240.0 million. The whole loan consists of a $215.0
million A note and a $25.0 million subordinate B note that is held
outside of the trust. In addition to the first mortgage, there is
$45.0 million of mezzanine debt secured by a pledge of the equity
interests of the borrower. The loan is secured by a 40-story
building containing 1,768,455 sq. ft. of class A office space and
73,011 sq. ft. of retail space located at 120 Broadway in New York
City. The property was constructed in 1915, renovated between 1994
and 2005, and is listed on the National Register of Historic
Places as a New York City Historic Landmark. As of Dec. 31, 2007,
the master servicer reported a DSC of 1.46x and 98% occupancy.
Standard & Poor's adjusted NCF for this loan is up 7% compared
with its level at issuance.

     -- The seventh-largest loan in the pool, the Weberstown Mall
loan, has a trust and whole-loan balance of $60.0 million. The
loan is secured by 605,346 sq. ft. of a 859,323-sq.-ft. regional
mall in Stockton, Calif. The mall was developed in 1965 and
renovated in 1992 and 1997. The portion of the property that
comprises the loan's collateral consists of 154,680 sq. ft. of in-
line space, 74,523 sq. ft of junior anchor space, and two of the
three anchor tenant spaces consisting of 376,000 sq. ft. As of
Dec. 31, 2007, the DSC was 1.53x, and occupancy was 98%. Standard
& Poor's adjusted NCF for this loan is comparable to its level at
issuance.

     -- The 10th-largest loan in the pool, the DCT Industrial
Portfolio loan, has a trust and whole-loan balance of $50.0
million. This loan is secured by six industrial
warehouse/distribution centers located in Memphis, Tenn.; McCook,
Ill.; Northlake, Texas; McDonough, Ga.; Somerset, N.J.; and Upper
Macungie Township, Pa. The properties were built between 1989 and
2004. As of Dec. 31, 2007, DSC was 2.58x, and occupancy was 100%.
Standard & Poor's adjusted value for this loan is comparable to
its level at issuance.

The master servicer reported a watchlist of nine loans ($38.8
million, 1.5%). The 40 West Office Building ($13.0 million, 0.5%)
is the largest loan on the watchlist. The loan is secured by a
107,438-sq.-ft office property in Chesterfield, Mo. The loan
appears on the watchlist because leases for 40% of the space will
expire in the third quarter of this year. Wells Fargo reported
that the expiring space has been renewed or released. As of Dec.
31, 2007, DSC was 1.41x, and occupancy was 94%.

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

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

RATINGS AFFIRMED

Morgan Stanley Capital I Trust 2006-HQ9
Commercial mortgage pass-through certificates
   
Class               Rating        Credit enhancement (%)
-----               ------        ----------------------
A-1                 AAA                            30.42
A-1A                AAA                            30.42
A-2                 AAA                            30.42
A-3                 AAA                            30.42
A-AB                AAA                            30.42
A-4                 AAA                            30.42
A-FL                AAA                            30.42
A-M                 AAA                            20.28
A-J                 AAA                            12.30
B                   AA+                            11.54
C                   AA                             10.14
D                   AA-                             9.00
E                   A+                              8.11
F                   A                               7.10
G                   A-                              6.08
H                   BBB+                            4.94
J                   BBB                             3.68
K                   BBB-                            2.66
L                   BB+                             2.28
M                   BB                              2.15
N                   BB-                             1.77
O                   B+                              1.52
P                   B                               1.39
Q                   B-                              1.01
X                   AAA                              N/A
X-MP                AAA                              N/A

N/A -- Not applicable.


NORTHWALL FUNDING: Fitch Cuts & Removes 4 Classes from Watch Neg.
-----------------------------------------------------------------
Fitch downgrades and removes from Rating Watch Negative four
classes of notes issued by Northwall Funding CDO I Ltd./Inc.  
These rating actions are effective immediately:

  -- $105,233,943 Class A-1 Notes downgraded to 'BB-' from 'A' and
     removed from Rating Watch Negative;
  -- $46,500,000 Class A-2 Notes downgraded to 'CCC' from 'BBB-'
     and removed from Rating Watch Negative;
  -- $40,500,000 Class B Notes downgraded to 'CC' from 'BB+' and   
     removed from Rating Watch Negative; and
  -- $19,038,049 Class C Notes downgrade to 'C' from 'CCC' and
     removed from Rating Watch Negative.

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

Northwall is a cash flow structured finance collateralized debt
obligation that closed on May 17, 2005, and is managed by Terwin
Money Management LLC.  Presently, 59.4% of the portfolio is
comprised of 2005 through 2007 vintage U.S. subprime RMBS, 25.3%
pre-2005 vintage subprime RMBS, 5.7% 2005 through 2007 vintage
U.S. Alt-A RMBS, 3.5% pre-2005 vintage Alt-A RMBS, 3.8% U.S. SF
CDOs, and 2.3% prime RMBS.

Since Fitch's last review in November 2007, approximately 65.9% of
the portfolio has been downgraded and 6.0% of the portfolio is
currently on Rating Watch Negative.  62.5% of the portfolio is now
rated below investment grade, with 31% of the portfolio rated
'CCC+' and below.  The negative credit migration experienced since
the last review has resulted in the weighted average rating factor
deteriorating to 19.24 (BB-/B+) as of the June 30, 2008, trustee
report from 5.07 (BBB/BBB-) at Fitch's last review, breaching its
covenant of 6.0 (BBB/BBB-).

The collateral deterioration has caused each of the
overcollateralization ratios to fall below their triggers.  As of
the trustee report dated June 30, 2008, the class A/B OC ratio was
86.4% and the class C OC ratio was 78.6%, both falling below their
triggers of 107.5% and 102.5% respectively.  As a result of the
A/B OC test failure, interest proceeds remaining after paying
class B interest are being diverted to redeem the class A-1 notes.
Additionally, payment of interest on the class C notes has been
made in kind by writing up the principal balance of the class by
the amount of interest owed.  Fitch does not expect the class C
notes to receive any interest or principal payments going forward.
The downgrades to the rated notes reflect Fitch's updated view of
the default risk associated with each of the notes.

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

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date. Fitch
will continue to monitor and review this transaction for future
rating adjustments.


NORTH STREET: Fitch Junks Rating for $40 Million Class B Notes
--------------------------------------------------------------
Fitch Ratings has taken these rating actions, effective
immediately:

North Street Referenced Linked Notes 2000-1, Ltd.

  -- $36,000,000 class A due 2011 downgraded to 'B-' from 'AA-'
     and removed from Rating Watch Negative;
  -- $40,000,000 class B due 2011 downgraded to 'CCC' from 'BBB-'
     and removed from Rating Watch Negative;
  -- $31,000,000 class C due 2011 downgraded to 'CC' from
     'B'/'DR1' and removed from Rating Watch Negative;
  -- $14,000,000 class D-1 due 2011 remain at 'CC/DR5';
  -- $20,000,000 class D-2 due 2011 remain at 'CC/DR5';
  -- $18,065,102 income due 2011 remain at 'C/DR6'.

North Street Referenced Linked Notes 2002-1A, Ltd.

  -- $50,000,000 class A due 2011 affirmed at 'AAA';
  -- $100,000,000 class B due 2011 downgraded to 'BBB' from 'AAA'
     and removed from Rating Watch Negative.

The actions reflect Fitch's view on the credit risk of the rated
certificates following the release of its new corporate CDO rating
criteria.

Key drivers of these transactions' credit risk include portfolio
migration risk, with 7.1% of the portfolio currently on Rating
Watch Negative and 21% of the portfolio with a Negative Outlook.
Fitch also notes the industry concentration of 16.5% in the
underperforming sector of banking & finance.

The portfolio has experienced negative rating migration, resulting
in an average portfolio quality of 'BB' compared to 'BBB/BBB-' at
the North Street 2000-1 closing date in May 2000. Since the notes
were placed on Rating Watch Negative in June 2008, 21.4% of the
portfolio has experienced further downgrades.  In addition, 49.4%
of the portfolio carries a rating below investment grade, compared
to 42.8% in June 2008.  This compares to current credit
enhancement levels of 17.8% for North Street 2002-1A class B notes
and 10.5%, 7.1%, 4.4% and 1.5% for North Street 2000-1 classes A,
B, C and D notes, respectively.

North Street 2000-1 and North Street 2002-1A are partially funded
synthetic collateralized debt obligations (CDO) referencing the
same portfolio of investment grade corporate obligations.  At
close, proceeds from the issuance of the notes were used to
collateralize credit default swaps between the issuer and UBS AG,
the CDS counterparty (rated 'F1+'/'AA-'; with Negative Outlook by
Fitch).  The corporate portion represents 88% of the portfolio.
The three largest corporate industries make up 37.4% of the
portfolio.  They are banking and finance (16.5%),
telecommunications (11.6%), and building and materials (9.4%). The
remaining portion of the portfolio is composed of 10.7% commercial
Asset Backed Securities (Aircraft Leases) and 1.2% consumer ABS
(credit card debt).  The portfolio is managed by UBS until the
scheduled maturity date on July 30, 2010.

Fitch released updated criteria on April 30 for corporate CDOs
and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  As part of this review, Fitch makes standard
adjustments for any names on Rating Watch Negative or with a
Negative Outlook, downgrading such ratings for default analysis
purposes by two and one notches, respectively.  Fitch has  noted
that its review will be focused first on ratings most exposed to
risks it has highlighted in its updated criteria.  Consequently,
Fitch placed the notes on Rating Watch Negative on June 27.  As
previously indicated, resolution of the Rating Watch Negative
status depends on any plans managers/arrangers may choose to
modify either the structure or the portfolio.  In this case, the
manager has confirmed that no significant changes have taken
place.


PEABODY ENERGY: Fitch Affirms Issuer Default Rating at BB+
----------------------------------------------------------
Fitch Ratings has affirmed these ratings for Peabody Energy
Corporation:

  -- Issuer Default Rating (IDR) at 'BB+';
  -- Senior unsecured notes at 'BB+';
  -- Senior unsecured revolving credit and term loan at 'BB+';
  -- Convertible junior subordinated debentures due 2066 at 'BB-'.

The Outlook is Stable.

The ratings reflect Peabody's large, well-diversified operations,
good control of low-cost production, strong liquidity and moderate
leverage.  In particular, Peabody ranks first in the Wyoming
Powder River Basin with 2007 sales of 139.8 million tons and
reserves of 3.3 billion tons and first in the Midwest with 2007
sales of 30.9 million tons and reserves of 3.7 billion tons.

Liquidity at quarter end was strong with cash on hand of $74.8
million and availability under its revolver of $1.3 billion. Total
Debt with Equity Credit/EBITDA for the latest 12 months (LTM)
ended June 30, 2008 was 2.8 times (x).  However, Peabody has
substantial legacy liabilities and adjusted leverage is estimated
at 3.6x for LTM June 30, 2008.  While Peabody has generally been
free cash flow negative, Fitch expects lower capital spending and
higher earnings to result in positive free cash flows over the
next 12 to 18 months.

Peabody is the largest U.S. coal producer, fueling 10% of domestic
electricity generation and the fifth largest coal producer in
Australia. In 2007, Peabody sold 237.8 million tons of coal and
had year-end reserves of 9.3 billion tons.


PIERRE FOODS: May File Assets and Debts Schedules Until Sept. 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the deadline within which Pierre Foods, Inc. and its debtor-
affiliates may submit their schedules of assets and liabilities,
schedules of current income and expenditures, schedules of
executory contracts and unexpired leases and statement of
financial affairs.  The Debtors now have until Sept. 15, 2008, to
file their schedules and statements.

                        About Pierre Foods

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


PREMD INC: Posts C$1,318,000 Net Loss in Quarter ended June 30
--------------------------------------------------------------
PreMD Inc. disclosed unaudited financial results for the
second quarter fiscal 2008 ended June 30, 2008.

The consolidated net loss for the three months ended June 30,
2008, was C$1,318,000 compared with a loss of C$1,341,000 for the
quarter ended June 30, 2007.  The company has a shareholders'
deficiency of C$6,047,000 as at June 30, 2008, and has experienced
significant operating losses and cash outflows from operations
since its inception.  The company has operating and liquidity
concerns due to its significant net losses and negative cash flows
from operations.

Total product sales were C$6,000 for second quarter 2008 compared
with C$8,000 for second quarter 2007.  License revenue was
C$27,000 for second quarter 2008, compared to nil for second
quarter 2007.  Product sales reflect direct sales to customers.
The license revenue in 2008 consisted of the upfront cash payment
received in accordance with the 2007 licensing agreement with
AstraZeneca, which was deferred and recognized into income on a
straight-line basis over five years.
    
Research and development expenditures for the quarter decreased by
C$418,000 to C$313,000 from C$731,000 in second quarter 2007.

Interest on convertible debentures, issued on Aug. 30, 2005,
amounted to C$165,000 in second quarter 2008 compared with
C$164,000 in second quarter 2007.  These debentures bear interest
at an annual rate of 7%, payable quarterly in either cash or
stock.  The amount accrued for second quarter 2008 was
subsequently paid in common shares, whereas the amount for second
quarter 2007 was paid partly in shares, C$134,000, and partly
in cash.  Imputed interest on convertible debentures of C$370,000
and C$231,000 in second quarter 2008 and 2007, respectively,
represents the expense related to the accretion of the liability
component at an effective interest rate of approximately 15%.
    
The gain on foreign exchange was C$54,000 for second quarter 2008,
compared with a gain of C$671,000 for second quarter 2007. The
major contributing factor for the change was the impact of foreign
exchange rates on the convertible debentures which are repayable
in US dollars.
    
As at June 30, 2008, PreMD had cash, cash equivalents and short-
term investments totaling C$443,000 (C$1,190,000 as at December
31, 2007).  Cash used to fund operating activities during second
quarter 2008 amounted to C$926,000 compared with C$1,264,000 in
second quarter 2007.  To date, the company have financed its
activities through product sales, license revenues, the issuance
of shares and debentures and the recovery of provincial ITCs.

PreMD also continues to appeal the recent decision made by the
American Stock Exchange to delist its stock.

                     About PreMD Inc.
  
Headquartered in Ontario, Canada, PreMD Inc. (TSX: PMD; Amex: PME)
-- http://www.premdinc.com/-- is a predictive medicine company    
focused on improving health outcomes with non- or minimally
invasive tools for the early detection of life-threatening
diseases, particularly cardiovascular disease and cancer.  The
company's products are designed to identify those patients at risk
for disease.  With early detection, cardiovascular disease and
cancer can be effectively treated, or perhaps, prevented
altogether.  PreMD is developing accurate and cost-effective tests
designed for use at the point of care, in the doctor's office, at
the pharmacy, for insurance testing and as a home use test.

                      Going Concern Doubt

Ernst & Young LLP expressed substantial doubt about PreMD Inc.'s
ability to continue as a going concern after auditing PreMD Inc.'s
financial results for the year ended Dec. 31, 2007.  The auditors
pointed to the company's loss of C$6.3 million and shareholders'
deficiency of C$4,419,890.  The auditors also related that the
company has experienced significant operating losses and cash
outflows from operations since its inception.  The company has
operating and liquidity concerns due to its significant net losses
and negative cash flows from operations.


PROXYMED INC: Gets Final OK to Use Laurus' $2.9 Million DIP Loan
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized MedAvant Healthcare Solutions, trade name ProxyMed
Inc., to obtain, on a final basis, up to $2.9 million in
postpetiton financing from its senior lenders Laurus Master Fund
Ltd.

The company said that the court-approved financing assures that it
can continue to operate in the ordinary course of business during
its chapter 11 case.

As reported in the Troubled Company Reporter on July 28, 2008, the
Debtor were parties to a security and purchase agreement dated
Dec. 6, 2005, with Laurus Master.  The agreement provided up to
$5,000,000 in term loan and $15,000,000 in revolving loan, which
were secured by interest in substantially all of the Debtors'
assets.  As of their bankruptcy filing, the Debtors owe about
$5,100,000 in principal plus $37,000 in interest to Laurus Master.

In conjunction, the Court also approved other pending motions
proposed by the Debtor to maximize its economic performance and
the prospects for competitive bidding at the auction scheduled for
Sept. 8, 2008, and improve the prospects of selling the company as
a going concern.  These rulings continue a string of court
victories for the Company as it continues along its reorganization
path toward a September auction while continuing its normal
operations for customers.

"We are especially pleased that our business and sales process
remain on track," said Peter Fleming, MedAvant's interim Chief
Executive Officer.

The Debtor's counsel, Michael P. Richman, Esq., at Foley & Lardner
LLP, said that many potential bidders were conducting active
diligence and that the Debtor has high hopes of competitive
bidding at the September 8 auction.

Mr. Richman said the Company was achieving revenues better than
expected and projected.

The company stated that it has a "stalking horse" purchaser in
Marlin Equity, and if there are no other bidders at the September
8 auction, the company will thereafter be sold to Marlin.  Under
the schedule approved by the Court, any bids from competing
bidders will have to be submitted first in writing on or before
Sept. 5, 2008.  The auction will then be conducted in Wilmington,
Delaware at the offices of the company's Delaware bankruptcy
counsel, Young Conaway Stargatt & Taylor, beginning at 9 a.m. on
Sept. 8, 2008.

                        About ProxyMed Inc.

Headquartered in Norcross, Georgia, ProxyMed Inc. fka MedUnite,
Inc. --  http://www.medavanthealth.com-- facilitates the exchange    
of medical claim and clinical information.  The company and two of
its affiliates filed for Chapter 11 protection on July 23, 2008
(Bankr. D. Del. Lead Case No.08-11551).  Kara Hammond Coyle, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor,
L.L.P., represent the Debtors in their restructuring efforts.

The Debtors indicated $40,655,000 in total consolidated assets and
$47,640,000 in total consolidated debts as of December 31, 2007.  
In its petition, ProxyMed Transaction Services, Inc. indicated
$10,000,0000 in estimated assets and $10,000,000 in estimated
debts.


RADIO SYSTEMS: S&P Affirms 'B' Corp. Rating; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Knoxville, Tenn.-based Radio Systems Corp. to stable from
negative. At the same time, S&P affirmed all of the ratings on the
company, including the 'B' corporate credit rating.

The outlook revision reflects the company's improved headroom
relative to its financial covenants. Standard & Poor's was
concerned about the company's ability to comply with its maximum
leverage covenant, which stepped down as of June 30, 2008 to 3.5x
from 4x. The company's cost-cutting efforts and debt repayment
from free cash flow facilitated compliance. No further financial
covenant tightening is scheduled under the credit agreement.

The ratings on Radio Systems reflect its narrow business focus,
exposure to technology risk, a highly competitive operating
environment, some customer exposure, and risks related to
outsourcing substantially all of its manufacturing to third
parties. The company's leading market share in the niche pet
containment and training industry, favorable demographic industry
trends, long-time relationships with customers and suppliers, as
well as patent protection offset company risks.

Radio Systems has a narrow product focus in the highly competitive
pet supplies industry. Pet containment and training products
accounted for about 86% of total sales in fiscal 2007, with pet
door products accounting for the balance. Radio Systems has
certain patents protecting its technology, yet the threat of new
pet containment and training technologies, as well as retailers
sourcing directly from offshore manufacturers, are risk factors.

The outlook on Radio Systems is stable. The company's efforts to
reduce leverage have resulted in adequate financial covenant
cushion and an improved liquidity profile.

"An outlook revision to positive could occur if the company
demonstrates an ability to maintain its operating margins at
recent high levels, or if management communicates a willingness
and ability to maintain leverage below 3x," said Standard & Poor's
credit analyst Jerry Phelan. "An outlook revision to negative
could occur if sales growth is weaker than expected due to
macroeconomic conditions or customer inventory reduction measures
reemerge, if operating margins deteriorate due to poor sales mix
or escalating input costs, or if a financial covenant violation
appears possible," he continued.


RALPH PINNER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Ralph E. Pinner, Sr.
        dba Prestige Auto Sales
        P.O. Box 422
        Senatobia, MS 38668

Bankruptcy Case No.: 08-13236

Chapter 11 Petition Date: July 15, 2008

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                     Email: cmgeno@harrisgeno.com
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  http://www.harrisgeno.com/

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

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

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


RAMP TRUST: S&P Drops 2002-RZ2 Trust Class M-3 Rating to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-3 mortgage asset-backed pass-through certificates from RAMP
Series 2002-RZ2 Trust to 'D' from 'CCC'. In addition, S&P affirmed
its 'A' rating on class M-2 from this series.

The lowered rating reflects pool performance that has caused
actual and projected credit support for the affected classes to
decline. This transaction has experienced losses that have eroded
overcollateralization (O/C) to $0 from its target level of
approximately $ 1,825,006, resulting in the write-down of class M-
3, which prompted us to downgrade this class to 'D'.

As of the July 2008 remittance period, cumulative realized losses
for this deal were 2.14%. Total delinquencies were 16.00% of the
current pool balance, while severe delinquencies (90-plus days,
foreclosures, and real estate owned {REO}) were 8.81%.

Furthermore, over the past year, losses have outpaced monthly
excess interest by an average of approximately 1.88x.

These performance trends have caused S&P's projected credit
support for the transaction to fall below the required level.
Standard & Poor's will continue to closely monitor the performance
of this transaction. If the transaction incurs further losses and
delinquencies continue to erode projected credit support, S&P will
likely take further negative rating actions.

The affirmation reflects current and projected credit support
percentages that S&P believes are sufficient to support the class
at its current rating level. Current credit support for class M-2
is 54.40% and projected credit support, as a percentage of the
pool balance, is 56.74%.

This transaction is 73 months seasoned and has a pool factor of
5.64%. Subordination, excess interest, and O/C originally provided
credit support for this transaction. The underlying collateral
originally consisted of first-lien fixed-rate high loan-to-value
loans secured by one- to four-family residential properties.

RATING LOWERED
   
RAMP Series 2002-RZ2 Trust
Mortgage asset-backed pass-through certificates
                  Rating
Class       To              From
M-3         D               CCC

RATING AFFIRMED

RAMP Series 2002-RZ2 Trust
Mortgage asset-backed pass-through certificates
  
Class                 Rating
M-2                   A


RENE POIRIER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Lead Debtor: Rene Poirier
             dba Mostly Hall
             27 M. St.
             Falmouth, MA 02540

Bankruptcy Case No.: 08-41898

Chapter 11 Petition Date: August 15, 2008

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Jennifer D. Joakim, Esq.
                     Email: atyjdj@aol.com
                  3282 Main St.
                  P.O. Box 1177
                  Barnstable, MA 02630
                  Tel: (508) 362-1010

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

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

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


RIVERTON APARTMENTS: S&P Puts 6 CMBS Ratings on Watch Neg
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on six
classes of commercial mortgage pass-through certificates from CD
2007-CD4 Commercial Mortgage Trust on CreditWatch with negative
implications. Concurrently, S&P placed its ratings on 12
commercial real estate collateralized debt obligations (CRE CDO)
classes from ACAS CRE CDO 2007-1 Ltd. and nine CRE CDO classes
from CBRE Realty Finance CDO 2007-1 Ltd. on CreditWatch with
negative implications.

The negative CreditWatch placements reflect Standard & Poor's
preliminary analysis of the Riverton Apartments loan following its
transfer to the special servicer, CWCapital Asset Management LLC
(CWCapital). The Riverton Apartments loan is the sixth-largest
loan in the CD 2007-CD4 transaction ($225 million, 3%) and is
secured by a 1,230-unit apartment complex in Harlem, N.Y. The
master servicer, Wachovia Bank N.A. (Wachovia), transferred the
loan to CWCapital after the borrower gave notice that it would not
be able to make the Sept. 1, 2008, debt service payment.

At issuance, the borrower, Rockpoint Group LLC and Stellar
Management, deposited $19 million into a debt service reserve,
which has nearly been exhausted. In addition, there are two $2.5
million letters of credit (LOCs) that are controlled by Wachovia.
The remaining reserve balance and the operational cash generated
from the property are not sufficient to pay the Sept. 1, 2008,
debt service payment.

In addition to the senior debt, the equity interests of the
borrower are secured by a $25 million mezzanine loan (3%) that
serves as collateral in the CBRE Realty Finance CDO 2007-1 Ltd.
transaction. The debt service reserve for the mezzanine debt has
also been depleted and is no longer sufficient to make the
required payment. Classes L through S (12%) from CD 2007-CD4 serve
as collateral in the ACAS CRE CDO 2007-1 Ltd. transaction. The
CreditWatch placements of the ratings on the ACAS transaction
reflect the most recent outstanding ratings and credit estimates,
including the Aug. 14, 2008, downgrades of six classes from
Wachovia Bank Commercial Mortgage Trust's series 2006-C26.

The majority of the units at the property are under rent-
stabilization laws, and the borrower claims it has been unable to
convert the rent-stabilized units to deregulated units as quickly
as originally anticipated. The current borrower purchased the
property in August 2005 for $131 million and intended to convert
many of the units to market rents. The property reported debt
service coverage (DSC) on a net operating income basis of 0.31x
for the year ended Dec. 31, 2007, compared with 0.39x for the year
ended Dec. 31, 2006. Wachovia reported actual net cash flow (NCF)
of $3.8 million for the year ended Dec. 31, 2007, compared with
S&P's projected NCF of $23.7 for the year 2011 at issuance.

Standard & Poor's will resolve the CreditWatch negative placements
when S&P completes its review of the workout process for the
specially serviced asset and review the credit characteristics of
the remaining loans in the pool.

RATINGS PLACED ON CREDITWATCH NEGATIVE

CD 2007-CD4 Commercial Mortgage Trust
Commercial mortgage pass-through certificates

            Rating
Class To               From    Credit enhancement (%)
----- --               ----    ----------------------
E     A+/Watch Neg     A+                        7.64
F     A/Watch Neg      A                         6.89
G     A-/Watch Neg     A-                        5.89
H     BBB+/Watch Neg   BBB+                      4.76
J     BBB/Watch Neg    BBB                       3.76
K     BBB-/Watch Neg   BBB-                      2.63

ACAS CRE CDO 2007-1 Ltd.
CRE CDO

                    Rating
Class       To               From
-----       --               ----
C-FX        A/Watch Neg      A
C-FL        A/Watch Neg      A
D           A-/Watch Neg     A-
E-FX        BBB+/Watch Neg   BBB+
E-FL        BBB+/Watch Neg   BBB+
F-FX        BBB-/Watch Neg   BBB-
F-FL        BBB-/Watch Neg   BBB-
G-FX        BB+/Watch Neg    BB+
G-FL        BB+/Watch Neg    BB+
H           B+/Watch Neg     B+
J           B-/Watch Neg     B-
K           CCC/Watch Neg    CCC

CBRE Realty Finance CDO 2007-1 Ltd.
CRE CDO

                    Rating
Class       To                From
-----       --                ----
C           A+/Watch Neg      A+
D           A/Watch Neg       A
E           A-/Watch Neg      A-
F           BBB+/Watch Neg    BBB+
G           BBB/Watch Neg     BBB
H           BBB-/Watch Neg    BBB-
J           BB+/Watch Neg     BB+
K           BB/Watch Neg      BB
L           BB-/Watch Neg     BB-


RG SUMMIT: Wants to Employ Boyd-Veigel as Bankruptcy Counsel
------------------------------------------------------------
RG Summit Hill, LP, asks authority from the U.S. Bankruptcy Court
for the Eastern District of Texas to employ Boyd-Veigel,
P.C. as its bankruptcy counsel.

Boyd-Veigel will, among others, take all necessary action to
protect and preserve the estate, including the prosecution of
actions on its behalf, the defense of any actions commenced
against it, negotiations concerning all litigation in which it is
involved, and objecting to claims.

Robert T. DeMarco, a member of Boyd-Veigel, tells the Court that
the firm's professionals will bill the Debtors these hourly rates:

      Robert T. DeMarco          $275
      Christine Trahan           $100

Mr. DeMarco assures the Court that the firm does not represent any
interest adverse to the Debtor.

Richardson, Texas-based RG Summit Hill, LP filed for Chapter 11
protection on June 30, 2008 (Bankr. D. Tex. Case No. 08-41672).  
Gary Joseph Derer, Esq. represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets of $10 million to $50 million and
estimated debts of $1 million to $10 million.


ROBECO CDO: S&P Lowers Class B-2 Rating to 'B+'
-----------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-2 notes issued by Robeco CDO II Ltd., an arbitrage
collateralized bond obligation (CBO) transaction managed by
Deerfield Capital Management, to 'B+' from 'BB' and removed it
from CreditWatch, where it was placed with negative implications
on March 20, 2008.

"At the same time, we affirmed our 'BBB' ratings on the class B-1L
and B-1LB notes and removed them from CreditWatch negative.
Concurrently, we affirmed our 'AAA' ratings on classes A-1L and A-
2L," S&P relates.

"The downgrade reflects the decline in credit quality of the
underlying portfolio, which has negatively affected the credit
enhancement available to support the notes. We affirmed our
ratings on the four other classes because they have sufficient
credit enhancement available to maintain the current ratings."

RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
Robeco CDO II Ltd.

                  Rating
Class        To           From           Balance (mil. $)
-----        --           ----           ----------------
B-2          B+           BB/Watch Neg               22.0
   
RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE      

Robeco CDO II Ltd.

                  Rating
Class        To           From           Balance (mil. $)
-----        --           ----           ----------------
B-1L         BBB          BBB/Watch Neg              38.0
B-1LB        BBB          BBB/Watch Neg               5.0

RATINGS AFFIRMED
   
Robeco CDO II Ltd.

Class           Rating      Balance (mil. $)
-----           ------      ----------------
A-1L            AAA                   80.965
A-2L            AAA                   34.000

TRANSACTION INFORMATION

Issuer:                    Robeco CDO II Ltd.
Co-Issuer:                 Robeco CDO (Delaware) II Corp.
Collateral manager:        Deerfield Capital Management
Underwriter:               The Bear Stearns Cos.
Trustee:                   The Bank of New York Mellon
Transaction type:          Cash flow arbitrage corporate
                           high-yield CBO

TRANCHE                           INITIAL    CURRENT
INFORMATION                       REPORT     ACTION
-----------                       -------    -------
Date (MM/YYYY)                     11/2001    08/2008*
Class A-1L notes rating            AAA        AAA
Class A-1L notes bal. (mil. $)     273.0      80.965
Class A-2L notes rating            AAA        AAA
Class A-2L notes bal. (mil. $)     34.0       34.0
Class A par value test (%)         130.428    164.447
Class A par value test min. (%)    112.50     112.50
Class B-1L notes rating            BBB        BBB
Class B-1L notes bal. (mil. $)     38.0       38.0
Class B-1LB notes rtg.             BBB        BBB
Class B-1LB notes bal.(mil. $)     5.0        5.0
Class B-1 par value test (%)       114.404    119.683
Class B-1 par value test min. (%)  106.0      106.0
Class B-2 notes rating             BB         B+
Class B-2 notes bal. (mil. $)      22.0       22.0
Class B-2 par value test (%)       107.638    105.052
Class B-2 par value test min. (%)  103.75     103.75

*Based on the July 17, 2008, trustee report.


S & A RESTAURANT: Trustee Wants to Retain Rosen as Auctioneer
-------------------------------------------------------------
Michelle H. Chow, the Chapter 7 bankruptcy trustee for S & A
Restaurant Corp., aka Bennigan's Grill & Tavern, and its debtor-
affiliates, seek the authority of the U.S. Bankruptcy Court for
the Eastern District of Texas to retain Rosen Systems, Inc., as
agent and auctioneer.

The Trustee notes that the Debtors' restaurants have numerous
items of equipment, furniture and fixtures as well as perishable
food inventory.  In order to administer these items, Rosen will
(i) remove all of the items from the stores, and (ii) possibly
sell certain assets at auction.

The Trustee avers that Rosen will be billed at $300 per store for
cleaning out all inventory, furniture and fixtures.  For any
items sold at auction, Rosen will get an additional 10% buyers'
premium.  

Furthermore, the Trustee's report of sale will contain the full
accounting of all items removed and sold from the Restaurants, as
well as the sums collected as buyer's premium.  Rosen, when
filing for its final fee application, will also include the full
accounting of the clearing out and auction of the inventory.  
Rosen's final compensation and reimbursement of expenses will be
subject for Court approval.

Kyle Rosen, director of auction services at Rosen, tells the
Court, that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.  Furthermore,
Rosen is not a:

   (a) a creditor, equity security holder, or insider of the
       Debtor or the Trustee;

   (b) an investment banker for any outstanding security of the
       Debtor or the Trustee;

   (c) attorney for an investment banker of the Debtor or the
       Trustee; or

   (d) a director, officer, or employee of the Debtor or the
       Trustee or of any investment banker of the Debtor or the
       Trustee.

                      About S & A Restaurant

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

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

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


S & A RESTAURANT: Franchisees Mull Bid for Certain Closed Stores
----------------------------------------------------------------
Bennigan's and Steak & Ale franchisees are mulling on buying
between 40 and 60 restaurants closed by the Debtors, The
Associated Press confirms, citing Rob Carringer, managing partner
of CRG Partners Group LLC.

According to the report, CRG, which has been working with the
franchisees to set up operations in the wake of the Debtors'  
Chapter 7 filing, and private equity firm Atalaya Capital
Management LP, have been working with the franchisees to organize
them into one group that can handle marketing, construction,
supply and other office and operational tasks once handled by
S&A.

The Associated Press reports, citing data from the Department of
Labor, that nearly a half million jobs have disappeared during
the first seven months of 2008.  The AP cites job cuts by
Starbucks Corp. and General Motors Corp., and the closing of
Bennigan's restaurants.

                      About S & A Restaurant

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

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

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


S & A RESTAURANT: Trustee Wants GE Capital Sales Deal Approved
--------------------------------------------------------------
Michelle H. Chow, the Chapter 7 bankruptcy trustee for S & A
Restaurant Corp., aka Bennigan's Grill & Tavern, and its debtor-
affiliates, seeks the approval of the U.S. Bankruptcy Court for
the Eastern District of Texas for a stipulation entered with
General Electric Capital Franchise Finance Corporation.

The Sale Procedures Stipulation governs the procedures for (a)
sale of certain assets, (b) assumption, assignment, and sale of
the Debtors' interests under certain leases, and (c) transfer of
liens to proceeds, a full-text copy of the stipulation is
available for free at:  

   http://bankrupt.com/misc/S&A_SalesProceduresStipulation.pdf

The Debtors entered into 38 lease agreements with GE Capital for
the operation of the Debtors' restaurants, a full-text copy of
which is available for free at:

   http://bankrupt.com/misc/S&A_GECapitalOwnedUnits.pdf.  

Moreover, the Debtors granted GE Capital security interests in
substantially all of the properties pertaining to the GE Capital
Owned Units.  As the Debtors failed to pay the defaults owing to
the GE Capital Owned Units, the Trustee concedes that GE Capital
has terminated the underlying leases prepetition.

A non-debtor special purpose entity and an affiliate to the
Debtor obtained loans from GE Capital or entities for which GE
Capital is a loan servicer, for the operation of 11 restaurants,
a full-text copy of which is available for free at:

   http://bankrupt.com/misc/S&A_FeeMortgageUnits.pdf  

Of the 11 Fee Mortgage Units, one unit's loan is guaranteed by a
Debtor while the remaining loans are guaranteed by a non-debtor
entity.  The Debtor borrower has granted GE Capital and other
lenders the security interest in the Debtor Fee Mortgage Unit.  
Furthermore, the loans of the Fee Mortgage Units are cross-
collaterized.  The Fee Mortgage Borrowers are in default of the
loans that are accruing.  In turn, the Trustee has sought to
reject the Fee Mortgage Units pursuant to her Rejection Motion.

In addition, GE Capital and the Debtors entered into loan
agreements for the operation of 31 restaurants, a-full-text copy
of which is available for free at:

   http://bankrupt.com/misc/S&A_LeaseholdMortgageUnits.pdf
  
The loans pertaining to the Leasehold Mortgage Units are cross-
collaterized.  GE Capital reports to the Trustee that the Debtors  
fail to cure the defaults that continue to accrue to the
Leasehold Mortgage Units.  Furthermore, of the 31 Leasehold
Mortgage Units, the Debtors have seven properties that GE Capital
paid or has advanced funds to pay the August Rent Advance, a
full-text copy of which is available for free at:

  http://bankrupt.com/misc/S&A_IncludedLeaseholdMortgageUnits.pdf

                       The Stipulation

Accordingly, the Trustee will try to sell and assume and assign
as applicable, the Included Lease Mortgage Units and, at GE
Capital's election, the Debtor Fee Mortgage Unit and its
equipment according to the agreed sale procedures, a full-text
copy of which is available for free at:

   http://bankrupt.com/misc/S&A_GECapitalSalesProcedures.pdf.

To the extent that GE Capital has a lien on any equipment in an
Included Leasehold Mortgage Unit or the Debtor Fee Mortgage Unit,
GE Capital may elect to include the Equipment in the sale of the
underlying lease.   To the extent that the Trustee has sought to
reject the underlying lease for a unit that has an equipment in
which GE Capital asserts a lien, GE Capital will utilize a broker
to dispose the equipment.  

GE Capital will pay the Trustee (i) the greater of (x) 5% of the
gross sale proceeds from the Included Leasehold Mortgage Units
and the Debtor Fee Mortgage Unit, or (y) $200,000, and (ii) 3% of
the gross sale proceeds from the sale of any Leasehold Mortgage
Unit that is property of the estates.  The Trustee Fee will be
used for the benefit of the administrative fees and unsecured
creditors in the Debtors' Chapter 7 cases.  

Upon Court approval of the Stipulation, GE Capital will pay
$75,000 to the Trustee.  The remaining balance will be paid to
the Trustee when the last Included Leasehold Mortgage Unit or
Debtor Fee Mortgage Unit is sold, or GE Capital notifies the
Trustee that it will no longer advance the postpetition
obligations related to any Included Leasehold Mortgage Units that
have not been sold.

Upon payment of the Trustee Fee, GE Capital will be protected
from any additional claims relating to the Included Leasehold
Mortgage Units, Debtor Fee Mortgage Units, and any other
Leasehold Mortgage Units sold through the Trustee's sale process.

GE Capital will notify the Trustee whether it has included the
Debtor Fee Mortgage Units in the sale or accept a deed in lieu of
foreclosure from the Trustee with respect to the Debtor Fee
Mortgage Unit.  If GE Capital opts to accept the Deed, it will
pay the Trustee $10,000 for the execution of the Deed.

With respect to rent payments, GE Capital may advance any
additional amounts to the Trustee for postpetition rent payments
of the Included Leasehold Mortgage Units, on a monthly basis.  
Moreover, GE Capital will notify the Trustee if it elects to
terminate the rent payments on the units and the Trustee will
effectuate the rejection of the lease.

In conjunction, the Trustee intends to file a motion seeking the
retention of a broker to conduct the sale process.  GE Capital
will separately seek the retention of the broker hired by the
Trustee.  GE Capital may also retain a separate broker to market
and sell any personal property located on any leasehold the
Debtors have rejected the underlying lease.

The Trustee reasons that as the Debtors have defaulted on their
prepetition obligations to GC Capital and are no longer operating
the restaurants associated with the GE Capital Property, the
Debtors cannot service their debts or provide any other
collateral or replacement liens to GE Capital.  Furthermore, the
GE Capital Property may suffer substantial and irreversible loss
in value if steps are not taken to market and sell the property.  

The Trustee also seeks the Court's approval of any sale of the GE
Capital property be free and clear of all liens, claims,
encumbrances and other interests, other than the specifically
assumed by any purchaser, which provide that a trustee may sell
property free and clear of any lien, claim or interest of any
entity   Moreover, the Trustee intends to assume and assign to
the purchaser, the leases to which GE Capital has an interest.   

                      About S & A Restaurant

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

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

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


S & A RESTAURANT: MeadowBrook's Pursues $2.76MM Admin. Claim
------------------------------------------------------------
Meadowbrook Meat Company, Inc., supplied to S & A Restaurant
Corp., aka Bennigan's Grill & Tavern, and its debtor-affiliates,
goods including meat, cheese fresh produce, condiments and
janitorial supplies for $2,762,654.  Moreover, Meadowbrook sold
the Goods to the Debtors within 20 days prior to the Petition
Date, which remained unpaid.   

Accordingly, Meadowbrook asks the U.S. Bankruptcy Court for the
Eastern District of Texas to allow its claim for $2,762,654 as an
administrative expense claim under Section 503(b)(9) of the
Bankruptcy Code.

                      About S & A Restaurant

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

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

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


SAM SELTZERS: Court Okays Stitchter Riedel as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
authority to Sam Seltzer's Steak Houses of America, Inc. and its
debtor-affiliates to employ Stichter, Riedel, Blain & Prosser,
P.A. as its financial consultant.

Stichter Riedel is expected to render legal advice with respect to
the Debtors' powers and duties as debtors-in-possession, the
continued operation of the Debtors' businesses, and the management
of their properties.

The Debtors told the Court that the firm will provide these
services based on these hourly rates:

      Harley E. Riedel              $450
      Stephen R. Leslie             $325
      Amy Denton Harris             $225
      Partners                   $275 - $450
      Associates                 $175 - $225
      Paralegals                  $75 - $130

Amy Denton Harris, Esq., a member of Stichter Riedel, assured the
Court that the firm does not represent any interest adverse to the
Debtor.

Based in Tampa, Florida, Sam Seltzer's Steak Houses of America
Inc. is a private no-frills restaurant chain, which has nine
locations from Port Charlotte to Ocala.  It opened its first
location in 1995 on North Dale Mabry Highway in Tampa.

Sam Seltzer's and 14 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
Middle District of Florida on June 27, 2008 (Lead Case No. 08-
09533).  Amy Denton Harris, Esq., and Harley E. Riedel, Esq., at
Stichter, Riedel, Blain & Prosser, in Tampa, represent the Debtor.

When it filed for bankruptcy, the Debtor disclosed $10,000,000 to
$50,000,000 in estimated assets and the same amount of debts.  For
the fiscal year ending Oct. 28, 2007, the company had assets of
roughly $18,000,000 and liabilities of $17,400,000, the Ledger
reports.


SBARRO INC: Posts $5.0 Million Net Loss in 2008 Second Quarter
--------------------------------------------------------------
Sbarro Inc. reported a net loss of $5.0 million for the second
quarter ended June 29, 2008, as compared to a net loss of
$2.4 million for the quarter ended July 1, 2007.

EBITDA, as calculated in accordance with the terms of the
company's bank credit agreement, was $5.5 million for the quarter
ended June 29, 2008, as compared to $9.7 million for the quarter
ended July 1, 2007.  The decline in EBITDA is primarily a result
of increased cost of products, in particular in the cost of
cheese, flour and flour related commodity costs such as pasta, as
well as increased cost of labor, while comparable unit sales
declined slightly.

Revenues were $85.4 million for the quarter ended June 29, 2008,
as compared to revenues of $82.6 million for the quarter ended
July 1, 2007.  The increase in revenues was generated by new
company owned and franchise stores opened in 2007 and the first
half of 2008 and revenue growth attributable to the company's
comparable unit sales in its International Franchise restaurants
offset by a slight decrease in comparable unit sales in its
company owned and Domestic Franchise restaurants.

                  Year to Date Financial Results

Revenues were $168.6 million for the six months ended June 29,
2008, as compared to combined revenues of $163.1 million for the
six months ended July 1, 2007.

Net loss for the six months ended June 29, 2008, was $7.7 million
as compared to the combined $35.6 million net loss for the six
months ended July 1, 2007.  Included in the combined net loss for
the six months ended July 1, 2007 was $31.4 million attributable
to special event bonuses in connection with the Merger.

On Jan. 31, 2007, MidOcean SBR Acquisition Corp., an indirect
subsidiary of MidOcean SBR Holdings, LLC, an affiliate of MidOcean
Partners III, L.P., and certain of its affiliates merged with and
into the company in exchange for consideration of $450.0 million
in cash, subject to certain adjustments.  As a result of the
Merger, the company is now an indirect wholly owned subsidiary of
Holdings.

EBITDA for the six months ended June 29, 2008, was $13.4 million
as compared to $19.6 million EBITDA for the combined six months
ended July 1, 2007.  The decline in EBITDA was attributable to
increased cost of products, in particular in the cost of cheese,
flour and flour related commodity costs such as pasta, while
comparable sales remained relatively flat.

Peter Beaudrault, chairman of the Board, president and chief
executive officer of Sbarro, commented, "The reduction in
profitability in the first half of the year was driven primarily
by higher commodity costs versus the comparable period in 2007.
Commodity prices started to increase towards the end of the second
quarter of 2007 and therefore we do not expect to see a
corresponding negative impact on a year over year basis from
commodity costs in the second half of 2008.  Furthermore, in
recent weeks we have begun to see a decline in overall commodity
costs which, if maintained, would favorably affect our year over
year comparisons.  We also expect to benefit from same store sales
comparisons as our same store sales decreased 1.8% in the fourth
quarter of 2007.  Year to date we have reported flat same store
sales as compared to a 3% increase in the first half of 2007."

At June 29, 2008, the company's consolidated balance sheet showed
$629.4 million in total assets, $501.5 million in total
liabilities, and $127.9 million in stockholders' equity.

The company's consolidated balance sheet at June 29, 2008, also
showed strained liquidity with $33.1 million in total current
assets available to pay $50.7 million in total current
liabilities.

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

                        About Sbarro Inc.

Based in Melville, New York, Sbarro Inc. -- http://www.sbarro.com/  
-- and its franchisees develop and operate family oriented
cafeteria-style Italian restaurants principally under the
"Sbarro", "Mama Sbarro", "Carmela's", "Sbarro The Italian Eatery"
and "Sbarro Fresh Italian Cooking" names.  The company has 1,064
restaurants in 43 countries.  Sbarro restaurants feature a menu of
popular Italian food, including pizza, a selection of pasta dishes
and other hot and cold Italian entrees, salads, sandwiches, drinks
and desserts.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 13, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sbarro Inc. to 'CCC+' from 'B-'.  Concurrently, S&P
lowered the ratings on the company's $25 million revolving
facility and $183 million first-lien term loan to 'B-' from 'B+',
and revised the recovery ratings on these facilities to '2' from
'1'.  S&P also lowered the rating on the $150 million senior notes
to 'CCC-' from 'CCC+' and affirmed the recovery rating of '6' on
this debt issue.  The outlook is negative.


SEQUOIA COMMUNITY: Gets $9.8 Million Bid from Non-Profit CSV
------------------------------------------------------------
The Fresno Bee reported that Clinica Sierra Vista filed a request
with the U.S. Bankruptcy Court for the Eastern District of
California to purchase Sequoia Community Health Foundation, Inc.,
dba Sequoia Community Health Centers Inc.  The paper's Tracy
Correa relates that the buyer's purchase agreement disclosed a
purchase price of $9.8 million.  Sequoia's board of directors has
consented to its sale to Clinica Sierra Vista.

The paper relates that with a debt of $11 million, non-profit
Sequoia Community has been struggling to continue serving the
indigent in Fresno, California.  Even Clinica Sierra's CEO Peter
Schilling said that the merger is "rare and risky," however, "we
believe in the mission."

According to Sequoia's counsel, a hearing on August 27 is set to
consider bids and objections of the sale.  Under a management
deal, Clinica will aid Sequoia in its operations until the sale is
completed.

As disclosed in the Troubled Company Reporter on Aug. 5, 2008,
Sequoia Community is under investigation by the state of
California over alleged Medi-Cal fraud.

The Debtor's counsel assured the public that the state
investigation won't affect the Sequoia-Clinica merger.

Fresno, California-based Sequoia Community Health Foundation,
Inc., dba Sequoia Community Health Clinic, runs eight clinics.  
The health care provider filed its chapter 11 petition on June 24,
2008 (Bankr. E.D. Calif. Case No. 08-13653).  Judge Hon. Whitney
Rimel presides over the case.  Riley C. Walter, Esq., represents
the Debtor in its restructuring efforts.  The Debtor has assets of
between $1 million and $10 million and debts of between $1 million
and $10 million.


SHARPER IMAGE: Gift Card Holder Rep. Wants Case Converted to Ch. 7
------------------------------------------------------------------
Frederic B. Prohov, representing a putative class of Sharper
Image Gift Card holders, asks the U.S. Bankruptcy Court for the
District of Delaware to convert the Debtor's Chapter 11 case to a
case under Chapter 7 of the Bankruptcy Code.

Mr. Prohov tells the Court that the Debtor is in a precarious
financial condition, indicated by its operating reports, filed
fee applications, and the proceeds from asset sales.

Specifically, Mr. Prohov points out that the Debtor's June
operating report shows a negative net cash flow of $16,000,000.  
The Debtor also has no unrestricted cash, and most of its assets
consist of prepaid expenses and professional retainers.  
Moreover, it shows in excess of $7,000,000 post-petition debts,
and over $3,000,000 in professional fees that have been paid.
The Debtor's quarterly financial report on Form 10Q filed with
the Securities and Exchange Commission stated that its deferred
revenue, representing uncashed gift cards, was $34,000,000.  The
Debtor's operating report for April 2008 also listed deferred
revenue at $36,044,290.

Mr. Prohov also related that the counsel for the Official
Committee of Unsecured Creditors had intimated that despite cash
coming into the estate, there might not be anything left for
priority claimants.  He adds that the Debtor's counsel has also
told him to seek further continuance of the automatic stay of his
requests for class certification and stay relief because asset
sales were going very poorly and the estate was becoming
administratively insolvent.

The Debtor's counsel suggested that the Chapter 11 case may be
headed toward a Chapter 7 case, in which priority creditors would
receive nothing, Mr. Prohov tells the Court.

Section 1112(b)(4)(A) of the Bankruptcy Code provides that
"cause" for conversion exists if the estate is experiencing
substantial or continuing loss, and there is no reasonable
likelihood of rehabilitation, Mr. Prohov notes.

The case should be converted simply because the Debtor and the
Committee have acknowledged there is a significant risk of
administrative insolvency, Mr. Prohov asserts.  A Chapter 7
trustee is likely to retain counsel at rates that are
economically in line with the estate's available resources, he
adds.

Mr. Prohov points out that the Debtor is in the process of
liquidating its assets.  It has sold its trademark, much of its
inventory, and is now in the process of rejecting or selling
leases.  He says it is beyond dispute that any plan of
reorganization in the Debtor's case will be a plan of liquidation
and will not "rehabilitate" the Debtor.

                        About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of UnsecuredCreditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.  

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.  

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue 18; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SHARPER IMAGE: Court Approves $500MM Settlement with Creditors
--------------------------------------------------------------
According to Bankruptcy Law360, the U.S. Bankruptcy Court for the
District of Delaware approved $500,000 settlement between
unsecured creditors of The Sharper Image Corp. and a joint venture
approved to buy the Debtors' assets.  The Court, the report says,
dismissed objections by the U.S. Trustee for Region 3.

Separately, ABIWorld.org relates that plaintiffs in two putative
class actions against The Sharper Image Corp. have asked a court
to certify the class for the purpose of seeking $767 million in
damages.  The class actions were related to Sharper Image's Ionic
Breeze air purifier, ABIWorld.org notes.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of UnsecuredCreditors has been appointed
in the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  As of
June 30, 2008, the Debtor listed US$52,962,174 in total assets
and US$39,302,455 in total debts.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its
name to "TSIC, Inc." in relation to an an Asset Purchase
Agreement by the Debtor with Gordon Brothers Retail Partners,
LLC, GB Brands, LLC, Hilco Merchant Resources, LLC, and Hilco
Consumer Capital, LLC.


SHARPER IMAGE: Court Approves Hiring of DJM/Hilco as Consultant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the application of The Sharper Image Corp., now known as TSIC,
Inc., to retain a joint venture between DJM Asset Management, LLC,
and Hilco Real Estate, its exclusive real estate consultant, nunc
pro tunc to June 16, 2008.

DJM and Hilco will be compensated pursuant to a real estate
consulting and advisory services agreement between the Debtor and
the Joint Venture dated June 13, 2008.  However, DJM and Hilco
will file separate fee applications, in accordance with the
Bankruptcy Code and the Federal Rules of Bankruptcy Procedure.

                        About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of UnsecuredCreditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.  

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.  

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue 18; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SHARPER IMAGE: States Object to Hilco/GB, Panel Letter Agreement
----------------------------------------------------------------
The states of Washington, New Mexico, Hawaii, Maryland, Ohio,
Oregon, Connecticut, Missouri and Tennessee support the U.S.
Trustee's objection to the letter agreement between the Joint
Venture and the Official Committee of Unsecured Creditors.

According to the states, if the Letter Agreement is approved and
is used as a model by other entities in future cases, it will
raise issues in connection with other priority claims that states
may assert or support, including consumer priority claims, tax
claims, and domestic support obligations.

Laura McCloud, Esq., at the Office of the Attorney General of
Tennessee, in Nashville, Tennessee, notes that while the states
have been involved in the Debtor's case to support the proper
treatment of consumers holding gift card and merchandise
certificate claims, there are likely to be priority tax claims at
issue which could be affected by the letter agreement.  The
states' opposition to the Letter Agreement is based not only on
whether it benefits particular creditors, but also on the
precedent it will create.

The states believe that the Court should condition its approval
on the Committee's agreement to have funds applied according to
the Bankruptcy Code's priorities.  Ms. McCloud says that it is
critical for the issue to be fully analyzed, and the problems
inherent in the Committee's motion to be exposed.

The states also seek permission from the Court to file an amicus
curiae brief, a full-text copy of which is available at no charge
at http://bankrupt.com/misc/SharperStatesJVBrief.pdf

         Debtor Assigns Seven Leases to American Apparel

The Debtor sought and obtained the Court's authority to assume
and assign seven non-residential real property leases to American
Apparel Retail, Inc., which timely submitted an offer aggregating
$630,000 for the use of the Leases pursuant to the Court-approved
Asset Sale Procedures.

The Leases are:

   Landlord                       Address
   --------                       --------
   The Town Center at          276 Town Center
   Boca Raton Trust            Boca Raton, FL 33431

   Fashion Valley              7007 Friar's Road
   Mall LLC                    San Diego, CA 92108

   Sunrise Mills               12801 West Sunrise Boulevard
   Limited Partnership         Sunrise, FL 33323

   Fashion Mall Partners LP    125 Westchester Avenue
                               White Plains, NY 10601

   The Retail Property Trust   Roosevelt Field Mall
                               Garden City, NY 11530

   Southpark Mall              4400 Sharon Road
   Limited Partnership         Charlotte, NC 28211

   Shopping Center             55 Parsonage Road
   Associates                  Edison, NJ 08837

Four landlords -- Bellevue Square Managers, Inc., General Growth
Properties, Inc., and The Macerich Company and the Forbes Company
-- opposed the proposed assumption and assignment of the Leases
to American Apparel.

Bellevue objected to the assumption and assignment request to the
extent the Debtor seeks to assume a lease it entered into with
Belleveue for a store located in Washington.  Bellevue asserted
that American Apparel has limited experience operating in malls
and its product line and atmosphere do not fit the tenant mix at
the Bellevue Square Mall.  

General Growth Properties objected to the assumption and
assignment of the Leases asserting that American Apparel does not
intend to use the GGP premises as a high quality gift shop as
required by the Lease, but primarily for the sale of apparel.  
GGP maintained that American Apparel cannot provide adequate
assurance of future performance because its proposed use of the
GGP Premises as an apparel store would violate the use provisions
of the Sharper Image Leases, which limits the permitted use of
the Premises to a specialty merchandise gift store.

Macerich and Forbes opposed the assumption and assignment of
three leases to American Apparel asserting that the Debtor has
failed to sustain its burden to provide adequate assurance of
future performance.

Judge Gross overruled the objections after finding that the
Debtor has provided adequate assurance of American Apparel's
future performance under the Leases.

Pursuant to the Lease Purchase Agreement and the satisfaction of
the cure amounts under the leases, the Debtor will be released
from its obligations under the leases.  American Apparel will
compensate the Debtor for rent and operating expenses until the
effective date of the assumption and assignment.

          More Landlords Object to Assignment of Leases

The Taubman Landlords ask the Court to deny the Debtor's motion
to assume and assign the Short Hills and Cherry Creek Leases to
the Joint Venture asserting that the Debtor failed to cure the
existing defaults under the Taubman Leases.  The Taubman
Landlords also seek payment of $21,680 for their attorneys' fees.

CVM Holdings, LLC, in a separate filing, objects to the sale of
assets and assumption of real property leases, and submits a
counter-bid for the lease between CVM and the Debtor for Store
No. 306 at the Crabtree Valley Mall in Raleigh, North Carolina.

CVM tells the Court that it has discussed with the Debtor and the
Joint Venture a possible lease termination, in exchange for a
$25,000 cash payment to the Debtor.  Pursuant to those
discussions, CVM submits a bid for the termination of the CVM
Lease for $25,000, and offers to waive any and all claims it
holds against the Debtor.  Further, it states that it is prepared
to increase its bid to $52,000, with no exchanges other than the
lease termination.

Kravco Simon Company and UBS Realty Investors LLC object to the
Debtors' proposal to assume and assign certain leases.  Kravco
and UBS tell the Court that neither of their leases has been
identified as subject to assumption and assignment to any
designated assignee.  However, UBS was advised that at least one
bid has been submitted for its Lease, which will be for a use
contrary to the UBS Lease, and in violation of a radius
restriction contained in the UBS Lease.

MC NYC LLC, after insisting that it is owed $18,514 for adequate
assurance of future performance under a sublease in New York,
withdrew its objection.  MC NYC says the Debtor has agreed to pay
for all outstanding cure amounts due as of July 31, 2008.


                        About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of UnsecuredCreditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.  

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.  

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue 18; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SIRIUS XM: S&P Removes 'CCC+' Corp. Credit Rating from Watch
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate ratings
on Sirius XM Radio Inc. (formerly Sirius Satellite Radio Holdings)
and XM Satellite Radio Holdings Inc., which S&P analyzes on a
consolidated basis for purposes of the corporate credit rating,
and removed them from CreditWatch with developing implications,
where S&P placed them on March 4, 2008. The issue-level ratings on
debt at New York City-based Sirius XM Radio Inc. and at Sirius'
unrestricted subsidiaries, XM Satellite Radio Holdings Inc. and XM
Satellite Radio Inc., remain on CreditWatch with developing
implications until additional information becomes available
regarding the ultimate capitalization and the effect of cost-
saving plans and growth initiatives on secured and unsecured
recovery at Sirius and XM. Upon S&P's examination of additional
information, S&P could raise, affirm, or lower the issue-level
ratings. The outlook is developing.

Sirius' $5.7 billion stock purchase of XM, its only direct
competitor, more than doubled the company's subscriber base to
18.5 million from 8.9 million as of June 30, 2008. The combination
will eliminate the intense competition for subscribers and
overbidding for programming contracts that has impeded
profitability.

"We believe the company could achieve significant operating cost
savings," said Standard & Poor's credit analyst Hal F. Diamond,
"though it may be challenged to meet its financial targets of $300
million in EBITDA in 2009, and positive free cash flow."


SOURCE MEDIA: Moody's Holds $108 Mil. Senior Loans Rating at B1
---------------------------------------------------------------
Moody's Investors Service confirmed all the credit ratings of
Source Media Inc. and Accuity Inc. while changing the companies'
rating outlooks to negative.  These actions conclude the review
for possible downgrade initiated on May 30, 2008.

Moody's confirmed these ratings of Source Media Inc.:

  -- $30 million senior secured revolver due 2009, B1/LGD 3 (to
      34% from 35%)

  -- $88.3 million senior secured term loan B due 2010, B1/LGD 3
     (to 34% from 35%)

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B2

Moody's confirmed these ratings of Accuity Inc.:

  -- $5 million senior secured revolver due 2009, B1/LGD 3 (to   
     34% from 35%)

  -- $61.6 million senior secured term loan B due 2010, B1/LGD 3
     (to 34% from 35%)

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B2

The negative outlooks reflect industry-wide trends in the US
mortgage and credit markets and Moody's concern that current
conditions could be protracted and lead to further declines in
revenue generated from financial services customers, the
companies' primary end market.  Solid performance by Accuity's
compliance and data products has only partially offset the
significant shortfall realized in the last several quarters by
Source Media, the larger of the two companies in terms of revenue.

The B1 Corporate Family Ratings and B2 Probability of Default
Ratings continue to reflect the high margins and stability of the
Accuity business, the brand value of the "American Banker" and
"The Bond Buyer" publications, the diversity of the companies'
products, and Moody's expectation that the companies' liquidity
profile will be adequate over the near term.  On June 10, 2008,
the covenants under the senior secured credit facility were
amended for the remainder of 2008 and all of 2009.  While
financial flexibility has improved as a result of the amendment,
the related increase in the facility's pricing further pressures
cash flow.  Management has implemented significant cost
containment measures and, as a result, Moody's projects free cash
flow to remain positive in 2008 and interest coverage to be solid
for the rating category, despite very high leverage.  However, any
shortfall in revenue, margins or cash flow as compared to
management's revised forecast could lead to a downgrade.

Source Media and Accuity are both headquartered in New York City
and are leading providers of information, data, and tools for
professionals in the financial services and related technologies
markets.  Investcorp owns 100% of both companies.  Combined
revenues for the twelve month period ended June 30, 2008 were $195
million.


STARTS SERIES 2005-14: Fitch Says Rating Watch Treated as CCC+
--------------------------------------------------------------
Fitch Ratings affirmed STARTS Series 2005-14's EUR20m l Class
2005-14 leveraged super-senior notes (ISIN XS0226427408), due
2010, at 'AAA'.  The rating actions reflect Fitch's view on the
credit risk of the rated tranche after the release of its new
Corporate CDO rating criteria.

Fitch makes standard adjustments for any names on Rating Watch
Negative or Negative Outlook, reducing such ratings by two notches
and one notch, respectively for default analysis in its Portfolio
Credit Model.  On an adjusted basis approximately 1.6% of the
assets are treated as 'CCC+' or below and the weighted average
portfolio quality is 'BBB-' 'BB+'.  In the portfolio 3.2% of the
assets are on RWN and 18.4% are on Outlook Negative.  Fitch also
notes the industry concentration of 32.8% in the three largest
sectors, made up of 14.4% in banking and finance, 9.6% in
automobiles and 8.8% in telecommunications.  For the notes the
current credit enhancement level is deemed to be sufficient to
justify the current rating.

STARTS, a special purpose vehicle incorporated under the laws of
Ireland, has entered into a leveraged super senior transaction
with HSBC Bank USA and invested the note issuance proceeds in
'AAA'-rated collateral securities.  The credit default swap is
linked to a portfolio of mainly investment-grade corporate
obligations. Should cumulative losses exceed a respective trigger
within a specified period, investors have the option to unwind the
trade or to deleverage their position by posting further note
principal.

The rating addresses the timely payment of interest and ultimate
payment of principal by the scheduled maturity date of 20
September 2010, including the risk of mark-to-market losses due to
an early termination following an unwind trigger event.

Fitch released its updated criteria on 30 April 2008 for Corporate
CDOs and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  Fitch has noted its review will be focused first on
ratings most exposed to risks it has highlighted in its updated
criteria.  Committees are also reviewing transactions that are
least impacted by the new criteria and/or portfolio migration.
Resolution of these Rating Watches will depend on the plans
managers/arrangers may choose to execute and communicate to
address these concerns.


STRUCTURED ASSET: Moody's Rates Five Class Certificates at Low-B
----------------------------------------------------------------
Moody's Investors Service downgraded 10 certificates from 5
Structured Asset Securities Corporation transactions issued in
2003, 2004 and 2005.  All transactions are backed by first-lien
fixed and adjustable-rate alt-a mortgage loans originated by
various originators.

Complete rating actions are:

Issuer: Structured Asset Securities Corp 2003-25XS

  -- Cl. M-1, Downgraded to Baa1 from A2
  -- Cl. M-2, Downgraded to Ba1 from Baa1

Issuer: Structured Asset Securities Corp Trust 2004-6XS

  -- Cl. M-2, Downgraded to Baa1 from A2
  -- Cl. M-3, Downgraded to Ba2 from Baa1

Issuer: Structured Asset Securities Corp Trust 2005-4XS

  -- Cl. 1-A2A, Currently Aaa

Financial Guarantor: Ambac Assurance Corporation (Aa3)

Underlying Rating: Aaa

  -- Cl. 1-A4B, Currently Aaa

Financial Guarantor: Ambac Assurance Corporation (Aa3)

Underlying Rating: Aaa

  -- Cl. 1-A5A, Currently Aaa

Financial Guarantor: Ambac Assurance Corporation (Aa3)

Underlying Rating: Aaa

  -- Cl. 3-A5, Currently Aaa

Financial Guarantor: Ambac Assurance Corporation (Aa3)

Underlying Rating: Aaa

  -- Cl. M-3, Downgraded to Ba1 from Baa2

Issuer: Structured Asset Securities Corp Trust 2005-7XS

  -- Cl. 1-A2A, Currently Aaa

Financial Guarantor: Ambac Assurance Corporation (Aa3)

Underlying Rating: Aaa

  -- Cl. 1-A3, Currently Aaa

Financial Guarantor: Ambac Assurance Corporation (Aa3)

Underlying Rating: Aaa

  -- Cl. 1-A4A, Currently Aaa

Financial Guarantor: Ambac Assurance Corporation (Aa3)

Underlying Rating: Aaa

  -- Cl. M-3, Downgraded to Ba1 from Baa2

Issuer: Structured Asset Securities Corp Trust 2005-9XS

  -- Cl. 1-A3A, Currently Aaa

Financial Guarantor: Ambac Assurance Corporation (Aa3)

Underlying Rating: Aaa

  -- Cl. M-1, Downgraded to A1 from Aa2

  -- Cl. M-2, Downgraded to Baa2 from A2

  -- Cl. M-3, Downgraded to Ba3 from Baa2

  -- Cl. M-4, Downgraded to B2 from Baa3

These rating actions are due to current credit enhancement
provided by subordination, overcollateralization and excess spread
for each deal being low compared to the projected pipeline losses
of the underlying pool.  Furthermore, step-down and continuous
losses have left the deals with thin credit enhancement levels and
made them more vulnerable to pool deterioration in the tail end of
the deals' lives.

Moody's Investors Service also takes action on certain insured
notes as identified below. The underlying ratings were previously
derived from published ratings on other tranches of the same
transaction.  The ratings on securities that are guaranteed or
"wrapped" by a financial guarantor is the higher of a) the rating
of the guarantor, or b) the published underlying rating.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The current ratings on the
below notes are consistent with Moody's practice of rating insured
securities at the higher of the guarantor's insurance financial
strength rating and any underlying rating that is public.


THINKENGINE NETWORKS: June 30 Balance Sheet Upside-Down by $1.4MM
-----------------------------------------------------------------
Thinkengine Networks Inc.'s balance sheet at June 30, 2008, showed
$2,447,000 in total assets and $3,870,000 in total liabilities,
resulting in a $1,423,000 stockholders' deficit.

At June 30, 2008, the company's balance sheet also showed strained
liquidity with $2,018,000 in total current assets available to pay
$2,708,000 in total current liabilities.

The company reported a net loss of $174,000 on revenues of
$1,642,000 for the second quarter ended June 30, 2008, compared
with a net loss of $1,656,000 on revenues of $1,673,000 in the
same period last year.

Gross margin was 69% in the quarter ended June 30, 2008, versus
55% in the quarter ended June 30, 2007, primarily due to changes
in the composition of product revenues, and lower personnel and
facility expenses.  

Research and development expense decreased $722,000 for the three
month period ended June 30, 2008, versus the corresponding period
in 2007, primarily due to lower personnel costs.  Sales and
marketing expenses decreased by $364,000 for the threemonth
period ended June 30, 2008, compared to 2007, due to lower
personnel and marketing expenses.

Full-text copies of the company's financial statements for the
quarter ended June 30, 2008, are available for free at:

               http://researcharchives.com/t/s?30f4

                       Going Concern Doubt

Carlin, Charron & Rosen, LLP, in Glastonbury, Conn., expressed
substantial doubt about Thinkengine Networks Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's net losses for the years
ended Dec. 31, 2007, and 2006, accumulated deficit, stockholders'
deficit and limited working capital at Dec. 31, 2007.

                    About ThinkEngine Networks

Headquartered in Marlborough, Mass., ThinkEngine Networks Inc.
(Pink Sheets: THNK) -- http://www.thinkengine.com/-- is a   
provider of time division multiplexer (TDM) and Internet Protocol
(IP) capable conferencing bridges and media servers.


TOUSA INC: Court Names Bernstein Liebhard as Class Action Counsel
-----------------------------------------------------------------
Judge Kenneth Marra of the United States District Court for the
Southern District of Florida appointed Bernstein Liebhard &
Lifshitz, LLP to act as sole lead counsel in Durgin v. Technical
Olympics USA Inc., et al., Case No. 06-61844-CIV-Marra (S.D.
Fla.), a securities class action.  

The firm represents the Bricklayers & Trowel Trades International
Pension Fund, which the Court appointed as lead plaintiff after
the withdrawal of the originally named lead plaintiff.  

The Court ordered the filing of a consolidated class action
complaint no later than Aug. 29, 2008.

TOUSA Inc. is a homebuilder and financial services company
operating throughout Florida, Texas, the Mid-Atlantic, and the
West.

Partner Mel E. Lifshitz stated in a press release: "We are
pleased to help the Fund recover monetary losses, improve
corporate governance at TOUSA, and hold corporate wrongdoers
accountable for violations of the law relating to the American
housing market, an issue currently plaguing the national
economy."

                         Case Background

Beginning in December 2006, various stockholder plaintiffs
brought lawsuits seeking class-action status.  The actions
allege that Technical Olympic and certain of its current and
former officers violated the U.S. Securities Exchange Act of
1934 by failing to disclose:

   -- certain guaranties entered into by Technical Olympic in
      connection with the Transeastern JV's acquisition of
      Transeastern Properties Inc. and related potential
      liability;

   -- declining conditions in the housing market in Florida; and

   -- that, as a consequence of market declines, Technical
      Olympic could lose value in its investment in the joint
      venture.

One of the complaints also alleges that the defendants violated
the Securities Act of 1933 by omitting material facts about the
financing of the Transeastern Properties acquisition from the
offering materials related to Technical Olympic's September 2005
offering of common stock.

The plaintiffs in each of these actions seek compensatory
damages, plus fees and costs, on behalf of themselves and the
putative class of purchasers of Technical Olympic common stock
and purchasers and sellers of options on Technical Olympic
common stock.

The suit is "George Durgin, et al. v. Technical Olympic USA,
Inc., et al., Case No. 06-CV-61844," filed in the U.S. District
Court for the Southern District of Florida Judge Kenneth A.
Marra, presiding, with referral to Judge Linnea R. Johnson.

Representing the plaintiff is:

     Mel Lifshitz, Esq. (lifshitz@bernlieb.com)
     Bernstein Liebhard & Lifshitz, LLP
     10 East 40th Street
     New York, NY 10016
     Phone: 212-779-1414  
     Fax: 212-779-3218
     Web site: http://www.bernlieb.com

Representing the company is:

     David Paul Ackerman, Esq. (dackerman@alslaw.com)
     Ackerman Link & Sartory
     222 Lakeview Avenue, Suite 1250
     West Palm Beach, FL 33401
     Phone: 561-838-4100

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at Berger
Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is the Debtors' independent
auditor and tax services provider.  Kurtzman Carson Consultants
LLC
acts as the Debtors' Notice, Claims & Balloting Agent.  The
Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.  TOUSA Inc.'s financial
condition as of Sept. 30, 2007, showed total assets of
$2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated balance sheet as of Feb. 29, 2008 showed total
assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires Oct. 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: Parties Balk at HSBC's Request to Move Challenge Period
------------------------------------------------------------------
Citicorp North America Inc. and Wells Fargo Bank N.A. ask the U.S.
Bankruptcy Court for the Southern District of Florida to deny
HSBC's extension request and reject HSBC's purported reservation
of rights.

HSBC Bank USA, National Association, as successor indenture
trustee with respect to TOUSA Inc. and its debtor-affiliates'
senior subordinated notes, reserves its rights to object to the
claims of the Prepetition Lenders that arise from:

   -- the New Loan Facilities, which comprise of a $200 million
      first lien term loan agreement and a $300 million second
      lien term loan agreement; and

   -- a $700 million second amended revolver credit agreement.

On HSBC's behalf, Ronald G. Neiwirth, Esq., at Fowler White
Burnett P.A., in Miami, Florida, contends that in the event the
Official Committee of Unsecured Creditors successfully prosecutes
its July 14, 2008 fraudulent conveyance action against the
Transeastern Lenders, the Debtors' incurrence of debt on the New
Loan Facilities and certain draws on the Revolver Loan will
violate the incurrence of debt limitation under the
subordinated indentures.  As such, those debts would not be
Senior Debt under the Subordinated Indenture and the
Subordinated Notes, thus, will not be contractually subordinated
to the claims of the prepetition lenders.

Mr. Neiwirth says there is no present need to pursue the
objections until the Fraudulent Conveyance Action is concluded,
since its outcome may resolve the issues which lead to HSBC's
opposition.

Thus, HSBC asks the Court to extend the challenge period
provided for in the stipulated Final Cash Collateral Order until
the expiration of a reasonable period after the conclusion of
the Fraudulent Conveyance Action by the entry of a final, non-
appealable Order.

                 Parties Respond to HSBC's Request

Wells Fargo Bank, N.A., as successor administrative agent
pursuant to the Second Lien Credit Agreement, argues that HSBC
has no "rights" to preserve.

The Challenge Period had expired on July 26, 2008, and HSBC had
not objected to the claims within the period, Jeffrey I. Snyder,
Esq., at Bilzin Sumberg Baena Price & Axelrod, in Miami, Florida,
reminds the Court.  "Unless the Challenge Period is extended,
HSBC's reservation of rights is a nullity," he says.

Moreover, Wells Fargo asserts that the Challenge Period should
not be extended.  The Cash Collateral Order permits extension of
the Challenge Period only for cause, Mr. Snyder asserts.  Also,
Wells Fargo avers, a two-week trial for HSBC's objection will
cost millions of dollars and will only give rise to new matters
after the trial concludes and judgment is rendered.

HSBC can not assert prejudice or surprise, Mr. Snyder adds.  He
points out that the concept of a Challenge Period has been
included in the DIP financing motion, cash collateral motion, the
DIP interim order, and the interim and final cash collateral
orders.  The assertion of potential challenges to the Second Lien
Credit Agreement, although meritless, have been asserted from the
beginning of the Debtors' Chapter 11 cases, he states.

Hence, HSBC's asserted cause is inadequate and HSBC's delay in
filing its objections or seeking an extension is "inexcusable,"
Mr. Snyder maintains.

For its part, Citicorp North America, Inc., as administrative
agent under the Revolver Credit Agreement dated March 6, 2006,
and the First Lien Term Loan Credit Agreement dated July 31,
2007, also opposes HSBC's request.

Citicorp contends that granting HSBC's extension request will
only prolong and prevent a swift resolution of the Debtors'
bankruptcy cases.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at Berger
Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is the Debtors' independent
auditor and tax services provider.  Kurtzman Carson Consultants
LLC
acts as the Debtors' Notice, Claims & Balloting Agent.  The
Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.  TOUSA Inc.'s financial
condition as of Sept. 30, 2007, showed total assets of
$2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated balance sheet as of Feb. 29, 2008 showed total
assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires Oct. 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: December 31 Balance Sheet Upside-Down by 475,500,000
---------------------------------------------------------------
TOUSA Inc., filed its annual report for the year ended Dec. 31,
2007, on Form 10-K with the U.S. Securities and Exchange
Commission.

Antonio B. Mon, TOUSA's president and chief executive officer,
disclosed that the company's total revenues decreased 12% to
$2,200,000,000 for the year ended Dec. 31, 2007, from
$2,500,000,000 for the year ended Dec. 31, 2006.  He says the
decrease is attributable to a decrease in homebuilding revenues.

TOUSA also incurred a $1,400,000,000 loss from continuing
operations before benefit for income taxes, compared to a
$243,600,000 loss for 2006.

According to Mr. Mon, the loss from continuing operations, net of
taxes, is $1,300,000,000 for the year ended Dec. 31, 2007,  
compared to the $200,800,000 loss in 2006.  The company's home
deliveries from continuing operations decreased by 9%,
homebuilding revenues decreased by 12%, and net sales orders from
continuing operations decreased by 21%.

TOUSA's unconsolidated joint ventures decreased in deliveries by
58%, but increased in net sales orders by 79%, as compared to the
year ended Dec. 31, 2006.  The increase in net sales orders
was due to the high cancellation rates by the Transeastern Joint
Venture in the third quarter of 2007, Mr. Mon notes.  Sales
orders at TOUSA's other joint ventures declined by 15% due to
worsening market conditions, decreased demand, and higher
cancellation rates.

In 2007, approximately 3% to 5% of TOUSA's homebuyers utilized
mortgage subsidiary obtained sub-prime loans, including those in
the company's unconsolidated joint ventures.  The significant
disruption in the mortgage markets led to a combination of
reduced investor demand for mortgage loans and mortgage-backed
securities, tighter credit underwriting standards, reduced
mortgage loan liquidity and increased credit risk premiums, Mr.
Mon avers.  These conditions, he continues, affected the
availability of non-conforming mortgage products and negatively
impacted current homebuilding market conditions.  At the end of
the year, approximately 4% to 6% of the backlog that utilized
TOUSA's mortgage subsidiary included homebuyers seeking sub-prime
financing.

A full-text copy of TOUSA 2007 Annual Report on Form 10-K is
available for free at:
   
http://www.sec.gov/Archives/edgar/data/1046578/000095014408006390/
g14602e10vk.htm

                   TOUSA INC., and Subsidiaries
                     Consolidated Balance Sheet
                       As of December 31, 2007

                                ASSETS

HOMEBUILDING:
Cash and cash equivalents:
   Unrestricted                                    $67,200,000
   Restricted                                        5,100,000
Inventory:
   Deposits                                         56,900,000
   Homesites and land under development            633,000,000
   Residences completed and under construction     555,900,000
   Inventory not owned                              26,000,000
                                                --------------
                                                 1,271,800,000

Property and equipment, net                         24,600,000
Investments in unconsolidated joint ventures         9,000,000
Receivables from unconsolidated joint ventures         300,000
Other assets                                       330,000,000
Goodwill                                            11,200,000
Assets held for sale                                 6,100,000
                                                --------------
                                                 1,725,300,000

FINANCIAL SERVICES:
Cash and cash equivalents:
   Unrestricted                                      9,300,000
   Restricted                                        5,600,000
Mortgage loans held for sale                        15,000,000
Other assets                                         6,800,000
                                                --------------
                                                    36,700,000
                                                --------------
Total assets                                    $1,762,000,000
                                                ==============

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

HOMEBUILDING:
Accounts payable and other liabilities            $401,800,000
Customer deposits                                   33,900,000
Obligations for inventory not owned                 32,000,000
Notes payable                                    1,585,300,000
Bank borrowings                                    168,500,000
Liabilities associated with assets held for sale       900,000
                                                --------------
                                                 2,222,400,000
FINANCIAL SERVICES:
Accounts payable and other liabilities               7,300,000
Bank borrowings                                      7,800,000
                                                --------------
                                                    15,100,000
                                                --------------
Total liabilities                                2,237,500,000

Commitments and contingencies
Stockholders' equity (deficit):
   Preferred stock, at $0.01 par value               3,900,000
   Common stock, at $0.01 par value                    600,000
   Additional paid-in capital                      570,700,000
   Retained earnings (accumulated deficit)      (1,050,700,000)
                                                --------------
Total stockholders' equity (deficit)              (475,500,000)
                                                --------------
Total liabilities and stockholders' equity      $1,762,000,000
                                                ==============


                   TOUSA, INC., and Subsidiaries
               Consolidated Statement of Operations
               For The Year Ended December 31, 2007


HOMEBUILDING:
Revenues:
  Home sales                                   $2,049,400,000
  Land sales                                       109,400,000
                                                --------------
                                                 2,158,800,000
Cost of sales:
  Home sales                                     1,681,800,000
  Land sales                                       137,400,000
  Inventory impairments and abandonment costs      852,700,000
  Other                                             (5,700,000)
                                                --------------
                                                 2,666,200,000
                                                --------------
Gross profit (loss)                               (507,400,000)
                                                --------------
Selling, general and administrative expenses       362,700,000
Income from unconsolidated joint ventures, net      14,900,000
Impairments of investments in and receivables
   from unconsolidated joint ventures and
   related accrued obligations                     194,100,000
Provision for settlement of loss contingency       151,600,000
Goodwill impairments                                89,700,000
Interest expense                                    31,600,000
Other income, net                                   (2,700,000)
                                                --------------
Homebuilding pretax income (loss)               (1,349,300,000)

FINANCIAL SERVICES:
Revenues                                            36,500,000
Expenses                                            36,300,000
Goodwill impairment                                  3,900,000
                                                --------------
Financial Services pretax income (loss)             (3,700,000)
                                                --------------
Income (loss) from continuing operations
   before income taxes                          (1,353,000,000)
Provision (benefit) for income taxes               (33,300,000)
                                                --------------
Income (loss) from continuing operations,
   net of taxes                                 (1,319,700,000)
Discontinued operations:
   Income (loss) from discontinued operations      (17,000,000)
   Loss from disposal of discontinued operations   (13,600,000)
   Provision (benefit) for income taxes             (7,800,000)
                                                --------------
Income (loss) from discontinued operations,
   net of taxes                                    (22,800,000)
                                                --------------
Net income (loss)                               (1,342,500,000)
                                                --------------
Dividends and accretion of discount on
   preferred stock                                   4,700,000
                                                --------------
Net income (loss) available to common
   stockholders                                ($1,347,200,000)
                                                ==============


                   TOUSA, INC., and Subsidiaries
               Consolidated Statement of Cash Flows
               For The Year Ended December 31, 2007

Cash flows from operating activities:
Net income (loss)                              ($1,342,500,000)
(Income) loss from discontinued operations          22,800,000
                                                --------------
Income (loss) from continuing operations        (1,319,700,000)
Adjustments to reconcile income (loss) from
continuing operations to net cash used in
operating activities, net of effects of
acquisitions and dispositions:
   Depreciation and amortization                    14,800,000
   Non-cash compensation expense                     4,100,000
   Non-cash interest expense                        19,700,000
   Loss on early termination of debt                 2,000,000
   Provision for settlement of loss contingency    151,600,000
   Inventory impairments and abandonment costs     852,700,000
   Goodwill impairments                             93,600,000
   Deferred income taxes                          (160,600,000)
   Equity in (earnings) losses from
      unconsolidated joint ventures                 14,900,000
   Distributions of earnings from unconsolidated
      joint ventures                                   900,000
   Impairment of investments in/receivables from
      unconsolidated joint ventures and related
      accrued obligations                          194,100,000
Changes in operating assets and liabilities, net
   of effects of acquisitions and dispositions:
   Restricted cash                                  25,600,000
   Inventory                                       (10,600,000)
   Receivables from unconsolidated joint ventures    5,200,000
   Other assets                                     99,000,000
   Mortgage loans held for sale                     26,900,000
   Accounts payable and other liabilities          (63,000,000)
   Customer deposits                               (30,600,000)
                                                --------------
Net cash used in operating activities              (79,400,000)

Cash flows from investing activities:
Acquisitions, net of cash acquired                  (7,600,000)
Earn-out consideration paid for acquisitions                 -
Net additions to property and equipment             (8,900,000)
Loans to unconsolidated joint ventures                       -
Investments in unconsolidated joint ventures       (31,800,000)
Capital distributions from unconsolidated
   joint ventures                                   14,300,000
                                                  --------------
Net cash used in investing activities              (34,000,000)

Cash flows from financing activities:
Net borrowings from revolving credit facilities    168,500,000
Principal payments on notes payable                 (1,000,000)
Net proceeds from notes offering                             -
Net proceeds from (repayments of) Financial
   Services bank borrowings                        (27,600,000)
Payments for deferred financing costs              (42,600,000)
Net proceeds from sale of common stock                       -
Payments for issuance costs associated with


   convertible preferred stock and stock warrants   (2,900,000)
Excess income tax benefit from exercise of                   -
   stock options
Proceeds from stock option exercises                         -
Dividends paid                                               -
                                                --------------
Net cash provided by financing activities           94,400,000
                                                --------------
Net cash provided by (used in)
   continuing operations                           (19,000,000)
Cash flows from discontinued operations:
   Net cash provided by (used in)
      operating activities                         (15,200,000)
   Net cash provided by (used in)
      financing activities                          56,500,000
                                                --------------
Net cash provided by discontinued operations        41,300,000
                                                --------------
Increase (decrease) in cash and cash equivalents    22,300,000
Cash and cash equivalents at beginning of year      54,200,000
                                                --------------
Cash and cash equivalents at end of year           $76,500,000
                                                ==============

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at Berger
Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is the Debtors' independent
auditor and tax services provider.  Kurtzman Carson Consultants
LLC
acts as the Debtors' Notice, Claims & Balloting Agent.  The
Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.  TOUSA Inc.'s financial
condition as of Sept. 30, 2007, showed total assets of
$2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated balance sheet as of Feb. 29, 2008 showed total
assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires Oct. 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: Withdraws Request to Pool Cash Collateral Order Appeals
------------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates withdrew from the U.S.
Bankruptcy Court for the Southern District of Florida their motion
to consolidate the appeals of Wells Fargo Bank N.A., and the
Noteholders.  The Debtors undisclosed any reason for the
withdrawal.

As reported in the Troubled Company Reporter on July 25, 2008, the
Debtors wanted to consolidate the appeals of Wells Fargo Bank
N.A., and the Noteholders pursuant to Rule 7042 of the Federal
Rules of Bankruptcy Procedure and Rule 42(a) of the Federal Rules
of Civil Procedure.

As reported in the Troubled Company Reporter on July 21, 2008,
Wells Fargo Bank N.A., and certain noteholders took an appeal to
the Court from Judge John K. Olson's June 20, 2008, approval of a
stipulated Final Cash Collateral Order.

Aurelius Capital Master Ltd., Aurelius Capital Partners LP, GSO
Special Situations Fund L.P., GSO Special Situations Overseas
Master Fund Ltd., GSO Credit Opportunities Fund (Helios) L.P.,
and Carlyle Strategic Partner, filed with the Court their list of
designated of items for inclusion in the record of appeal on
July 18, 2008.  Wells Fargo Bank, N.A., filed its own designation
of items for appeal on July 21.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at Berger
Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is the Debtors' independent
auditor and tax services provider.  Kurtzman Carson Consultants
LLC
acts as the Debtors' Notice, Claims & Balloting Agent.  The
Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.  TOUSA Inc.'s financial
condition as of Sept. 30, 2007, showed total assets of
$2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated balance sheet as of Feb. 29, 2008 showed total
assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires Oct. 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TUPPERWARE BRANDS: S&P Raises Rating to 'BB+'; Off Watch
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Orlando,
Fla.-based Tupperware Brands Corp. Inc., including its corporate
credit rating, to 'BB+' from 'BB'. S&P also raised the issue-level
rating on the company's secured credit facilities to 'BBB' from
'BBB-', and retained the recovery rating of '1', indicating
expectations for very high (90-100%) recovery in the event of a
payment default. The outlook is stable.

"We removed the issue-level ratings from CreditWatch, where we
placed them with positive implications on June 23, 2008, following
the company's improved operating performance over recent quarters,
its ongoing debt reduction efforts, and our expectations that
credit measures will remain strong," S&P relates.

"The upgrade reflects Tupperware's ongoing revenue growth and
EBITDA expansion and our expectation that the company will
continue to improve credit metrics and sustain these improvements.
Specifically, we expect the company to reduce leverage to closer
to 2x and improve funds from operations (FFO) to total debt above
30% by the end of 2008. Since acquiring the direct selling
cosmetic business of Sara Lee Corp. in December 2005, Tupperware
has continued to reduce leverage by paying down debt and expanding
its sales and EBITDA base," S&P says.

"The ratings on Tupperware continue to reflect the risks of
direct-sales distribution and the company's participation in the
highly competitive cosmetics industry," said Standard & Poor's
credit analyst Christopher Johnson. "The company's moderate
financial policies, improving credit protection measures, its
product and geographic diversity, its well-know brand name, and
premium product position in the mature molded-plastic storage
category offset these factors," he continued.

"The outlook on Tupperware is stable. We expect Tupperware's
credit protection measures to continue to improve over the near
term and remain above the medians for the rating through 2009.
While an outlook revision to positive is unlikely over the next
year, we could revise the outlook to negative if the company's
revenues modestly decline and EBITDA margins fall below 13%, which
would result in debt to EBITDA above 2.5x and FFO to total debt
below 30%, S&P says.


VERASUN ENERGY: S&P Says Plant Start-Up No Impact on B+ Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services said VeraSun Energy Corp.'s
shelf registration filing will not immediately affect the
company's 'B+' corporate credit rating. Although the company
announced start-up of the Hartley, Iowa ethanol facility on Aug.
14, the rating remains on negative outlook.

VeraSun's Aug. 14 filing allows for new offerings totaling up to
$750 million over the next three years in the form of common
stock, preferred stock, depositary shares, debt securities,
warrants, subscription rights, purchase contracts, and purchase
units. The purpose of shelf registration is to satisfy all
registration-related procedures in advance, reducing the time
needed to access capital markets if additional funding is needed.
Proceeds would be available for working capital needs and
repayment of outstanding debt obligations, as well as
acquisitions.

S&P views the filing as evidence that the company will continue to
pursue an aggressive growth strategy. However, until the company
announces specific plans, the shelf offering does not
significantly impact the rating. S&P's view of any offering will
depend on its debt/equity composition and the expected use of
proceeds. Any further debt-financed acquisition would be viewed in
terms of its potential to generate cash flow for the company at a
rate and timeframe that offsets VeraSun's increased debt-service
obligation.

On the regulatory front, the EPA issued a decision on August 7 to
uphold the Renewable Fuels Standard's (RFS) 9 billion gallon
mandate from the 2007 Energy Independence and Security Act. The
decision denied Texas Governor Rick Perry's request to temporarily
roll back the mandate by 50%, thereby maintaining a key regulatory
support for the industry.


VERTIS HOLDINGS: Files Supplements to Joint Prepackaged Plan
------------------------------------------------------------
Vertis Holdings, Inc., and ACG Holdings, Inc., and their debtor-
subsidiaries delivered to the U.S. Bankruptcy Court for the
District of Delaware, on August 8, 2008, supplements to their
Joint Prepackaged Plans of Reorganization.

The Plans contemplate a merger of the Vertis Debtors and the ACG
Debtors and a comprehensive financial restructuring of the ACG
Debtors' existing equity and debt structures.  ACG's Plan also
effect, among other things, a significant reduction in the ACG
Debtors' outstanding indebtedness, primarily through the exchange
of the ACG Second Lien Notes for equity and debt in the merged
enterprise.  The Plans and their accompanying disclosure
statement were originally filed on July 15, 2008.  Vertis and ACG
are co-proponents under the Plan.  

The Plan Supplements consist of:

(1)  General Electric Capital Corporation's Exit Commitment
     Letter for a $250,000,000 senior secured revolving credit
     facility to be extended to Vertis, a full-text copy of which
     is available for free at:

http://bankrupt.com/misc/Vertis_RevolvingCreditCmmtmentLetter.pdf
    
(2)  The term sheet of the Exit Revolving Credit Facility, which
     provides for, among other things, (i) a senior secured
     last-in first-out revolving credit tranche of $225,000,000,
     and (ii) a senior secured first-in last-out fully funded
     tranche of $25,000,000.

     A full-text copy of the Exit Revolving Facility Term Sheet
     is available for free at:

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

(3)  Morgan Stanley Senior Funding, Inc.'s Exit Commitment Letter
     with respect to the $400,000,000 exit term facility for
     Vertis and ACG, a full-text copy of which is available for
     free at :

     http://bankrupt.com/misc/Vertis_ExitLoanCmmtmentLetter.pdf
    
(4)  The term sheet of the Exit Term Facility, under which (i)
     $250,000,000 will be available under the first-out term loan
     tranche, and (ii) $150,000,000 will be made available under
     the last-out term loan tranche.

     A full-text copy of the Exit Loan Term Sheet is available
     for free at:

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

(5)  An Indenture Agreement for the issuance of 13.5% Senior PIK
     Notes due 2014 to be executed by Vertis and HSBC Bank USA,
     National Association, as trustee.  Under the Indenture,
     Vertis covenants to pay the principal and interest on the
     initial and additional notes, treated as a single class of
     securities, at the rate of 13.5% per annum, payable semi-
     annually in arrears.  Interest will be paid in-kind through
     the issuance of Additional Notes.

     Pursuant to the Indenture, Vertis will not be required to
     pay or discharge any tax, assessments, charge or claims with
     validity that is being contested in good faith by
     appropriate negotiations, and for which disputed amounts
     adequate reserves have been made in accordance with generally
     accepted accounting principles.

     A full-text copy of the 13.5% Senior Notes Indenture is
     available for free at:

   http://bankrupt.com/misc/Vertis&HSBC_SeniorNotesIndenture.pdf

(6)  An Indenture Agreement for the issuance of 16% Senior
     Secured Second Lien Notes due 2012 to be executed by Vertis
     and Wilmington Trust Company, as trustee.

     The Second Lien Notes may be redeemed at certain redemption
     prices expressed as percentages of principal amount of the
     Notes to be redeemed, during the twelve-month period
     commencing on the date of issue and each anniversary date:

              Year                    Percentage
              ----                    ----------
              2008                     105.000%
              2009                     102.000%
              2010                     101.000%
              2011 and thereafter      100.000%

     A full-text copy of the 16% Second Lien Notes Indenture is
     available for free at:

http://bankrupt.com/misc/Vertis&Wilmington_SecondLienNotesIndentur
e.pdf

(7)  A copy of Vertis' Stockholders' Agreement, pursuant to
     which the Company agree to issue (i) shares of its common
     stock, par value $0.001 per share to Vertis' and ACG's
     creditors; (ii) restructuring warrants to Vertis' creditors,
     and (iii) equity incentive shares to certain employees of
     Vertis and ACG.

     Under the Stockholders Agreement, no stockholder is to
     transfer its shares to another absent the delivery of a
     written offer to Avenue Investments, LP and its affiliates.
     The Written Offer should specify the amounts and portions of
     Shares to be transferred, the proposed sale price and other
     material terms of the Proposed Transfer.

     A full-text copy of Vertis' Stockholders' Agreement is
     available for free at:

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

(8)  The Warrant Agreement between Vertis and HSBC, as Warrant
     agent.  Under the Warrant Agreement, Vertis agree to issue
     warrants, which are exercisable to purchase up to 1,299,435
     shares of the company's common stock, par value $0.001 per
     share.  Warrant certificates will be executed on behalf of
     Vertis by its chairman, vice chairman, president, vice
     president, general counsel, treasurer or secretary.

     A full-text copy of the Warrant Agreement is available for
     free at:

     http://bankrupt.com/misc/Vertis&HSBC_WarrantAgreement.pdf

(9)  Vertis' Equity Incentive Plan that provides for the issuance
     of (i) 1,111,111 shares of Vertis Common Stock in the
     aggregate, and (ii) up to 1,299,435 Shares under the New
     Warrants.  Awards are open to all employees, officers
     and directors of the Company under the Incentive Plan, a
     copy of which is available for free at:

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

(10) Vertis, Inc.'s 2008 Cash Bonus Plan, which recognizes key
     employees' support of the company business during its
     restructuring and integration process.  The Cash Bonus Plan
     provides for an aggregate bonus pool not to exceed
     $3,000,000 for allocation to key employees of Vertis, ACG
     and their affiliates.

     A full-text copy of the 2008 Bonus Plan is available for
     free at http://bankrupt.com/misc/Vertis_BonusPlan.pdf

(ii) Vertis' Advisory Services Agreements with each of Avenue
     Investments, Goldman Sachs & Co. and TCW Shared Opportunity
     Fund V, L.P., as advisors.  The Agreements provide for the
     Advisors' retention in Vertis' cases with respect to matters
     that relate to proposed financial transactions, acquisitions
     and investments of the company.

     Copies of the Advisory Services Agreements are available for
     free at:

http://bankrupt.com/misc/Vertis&Avenue_AdvisorySrvcsAgreemnt.pdf
http://bankrupt.com/misc/Vertis&Goldman_AdvisorySrvcsAgreemnt.pdf
http://bankrupt.com/misc/Vertis&TCW_AdvisorySrvcsAgreemnt.pdf

(12) Certificates of incorporation of Vertis and ACG, copies of
     which are available for free at:

  http://bankrupt.com/misc/Vertis_RestatedCertofIncorporation.pdf
  http://bankrupt.com/misc/ACGetal_RestatedCertofIncorporation.pdf
     
(13) Restated bylaws of Vertis and ACG, a copy of which is
     available at no charge at:

       http://bankrupt.com/misc/Vertis_RestatedBylaws.pdf
       http://bankrupt.com/misc/ACGetal_RestatedBylaws.pdf

(14) A list of the initial directors and officers of Reorganized
     Vertis, which include, among others:

        -- Michael T. DuBose of Vertis,
        -- Michael Elkins of Avenue Capital Group,
        -- Mark Dalton of Avenue U.S. Funds, and
        -- Ronald Grossman of Avenue Capital Group.

     Details of the qualifications of the Reorganized Vertis
     Initial Board Members are available for free at:

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

(15) A list of Reorganized ACG's board of directors, which  
     consist of Michael T. Dubose, Barry C. Kohn, and John V.
     Howard, Jr.

     The officers of Reorganized ACG were identified as:

      Officer               Designation
      -------               -----------
      Michael T. DuBose     Chairman and CEO
      Barry C. Kohn         Chief financial officer
      Jim Buike             VP, Lean and Continuous Improvement
      John Chavoustie       SVP, National Operations
      John Colarossi        SVP and general manager, Media
      Kathleen A. DeKam     Senior vice president
      Jim Foley             SVP, Human Resources
      Richard Guetzloff     SVP and CIO
      John V. Howard, Jr.   Chief legal officer and secretary
      Patrick W. Kellick    Senior vice president
      Douglas L. Mann       SVP and GM, Advertising Inserts
      Charles Miotke        President, Direct Marketing
      Michael Tobin         VP of Tax

The Court will convene a hearing on August 26, 2008, at 10:00 a.m,
to consider compliance of the Joint Prepackaged Plans of
Reorganization of the ACG and Vertis Debtors.  Any objections to
the Joint Plan must be filed with the Court no later than
August 19.

                  About American Color Graphics

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

The company filed and its four affiliates filed for Chapter 11
protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467).
Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  Lehman Brothers, Inc. serves as the
company's financial advisors.  When the Debtors filed for
protection from their creditors they listed estimated assets
$100 million to $500 million and estimated debts of $500 million
to $1 billion.

ACG Holdings, Inc. and American Color Graphics also filed
bankruptcy petition under the Companies' Creditors Arrangement Act  
before the Ontario Superior Court of Justice (Commercial List) on
July 16, 2008.  Jay A. Carfagnini, Esq., David B. Bish, Esq., and
Jason Wadden, Esq. at Goodmans LLP are their solicitors.
PricewaterhouseCoopers Inc. serves as their CCAA Information
Officer.

                     About Vertis Holdings Inc.

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

The company and its six affiliates filed for Chapter 11 protection
on July 15, 2008 (Bank.D.Del. Case No. 08-11460).  Gary T.
Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal &
Manges LLP represent as the Debtors lead counsels and Mark D.
Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton
& Finger, P.A. represent as their Delaware local counsels.  Lazard
Freres & Co. LLC is the company's financial advisors.  When the
Debtors filed for protection from their creditors they listed
estimated assets between $500 million and $1 billion and estimated
debts of more than 1 billion.


VERTIS HOLDINGS: Wants FTI Consulting as Financial Advisors
-----------------------------------------------------------
Vertis Holdings, Inc., and its debtor-affiliates seek the
authority of the Honorable Robert D. Drain to employ FTI
Consulting Inc. to provide them operational and financial advisory
services.

Pursuant to an engagement letter dated June 10, 2008, the Debtors
retained FTI Consulting to provide them services to effectuate
their reorganization and merger with ACG Holdings, Inc., as
contemplated upon the effective date of the Joint Prepackaged Plan
of Reorganization, Vertis Secretary John V. Howard, Jr.,
discloses.

FTI has received from the Debtors, as of bankruptcy filing, on-
account cash of $150,000, from which the firm is to FTI deduct its
final prepetition bill.  FTI will hold the full amount of the
difference as a postpetition retainer to be applied to the firm's
Court-approved final compensation.

Mr. Howard maintains that FTI has developed institutional
knowledge of the Debtors' operations, finances and systems,
qualifying it to be the operational and financial advisors in the
Debtors' Chapter 11 cases.

As operational and financial advisors to the Debtors, FTI will:

   (a) assist the Debtors with synergy associated with the
       combination of operations, and the risks and opportunities
       of the synergies;

   (b) provide exit financing support, including the preparation
       of presentation, supporting lender and underwriter due
       negligence, evaluating financing options, and negotiating
       definitive lending documents;

   (c) assist in merger integration planning and execution of a
       detailed plan to serve as a framework to execute and
       manage the Debtors' merger integration process that would
       occur in phases of (i) initial planning, (ii) pre-closing
       merger integration, detailed planning and overseeing of
       the project management office, and (iii) execution of the
       merger integration plan post-closing; and

   (c) other services as may be requested by the Debtors.

FTI's professionals will be paid according to these customary
hourly rates:

      Senior Managing Editor           $650 - $715
      Directors/Managing Directors     $475 - $620
      Consultants/Senior Consultants   $235 - $440
      Paraprofessionals                $135 - $190

FTI will also bill the Debtors for reasonable out-of-pocket
expenses it has incurred or will incur.

Furthermore, FTI will be eligible for a contingent performance
fee of $500,000, subject to a review by the U.S. Trustee, pursuant
to Section 330 of the Bankruptcy Code, and FTI's meeting of
certain criteria, which include:

   * leading the merger integration planning between the Vertis
     Debtors and the ACG Debtors, and providing related services;

   * accomplishing a minimum of $10,000,000 in "incremental
     strategies" targeted to achieve above the planned synergy
     level of approximately $64,600,000 between 2009 and 2012;

   * working with the Vertis and ACG Debtors' executives in
     supporting the merger integration planning;

   * attaining within 12 months of the incremental synergies
     after the Company completed enacting actions to achieve the
     categories of synergies;

   * documenting the incremental synergies in the Vertis and ACG
     Debtors' merger integration plans;

   * gaining the approval of the Vertis Debtors' Board of
     Directors with respect to the incremental synergy amount
     contained in the merger integration plans.

FTI will be paid the Contingent Performance Fees within 30 days
of the close of the Vertis and ACG Debtors' planned integration,
if the incremental synergies are met, pursuant to an Engagement
Letter Addendum dated July 14, 2008.

FTI relates that it has informed the Vertis Debtors that they
will work closely with Alvarez & Marsal North America, LLC, as
the Vertis Debtors' restructuring advisors, and Lazard Freres &
Co. LLC, as the Vertis Debtors' financial advisors, to avoid
duplication of work.

In accordance with the Engagement Letter, FTI and its affiliates
will not have any liability to the Vertis Debtors as a result of
FTI's retention.  In no event will FTI be liable for
consequential, indirect or punitive damages for lost profits or
other damages of any kind, except in the case of the firm's own
bad faith, self-dealing, breach of fiduciary duty, if any.

The Vertis Debtors and FTI have agreed that to resolve disputes
that may possibly arise, the parties' issues will be brought in
the Court, but will first submit to non-binding mediation and
arbitration.

Randall S. Eisenberg, a senior managing director at FTI, submits
that his firm (i) has no connection with the Vertis Debtors,
their creditors or parties-in-interest, (ii) does not hold any
interest adverse to the Vertis Debtors' estates, and (iii) is a
"disinterested person" as that term is defined under Section
1101(14) of the Bankruptcy Code.


                  About American Color Graphics

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

The company filed and its four affiliates filed for Chapter 11
protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467).
Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  Lehman Brothers, Inc. serves as the
company's financial advisors.  When the Debtors filed for
protection from their creditors they listed estimated assets
$100 million to $500 million and estimated debts of $500 million
to $1 billion.

ACG Holdings, Inc. and American Color Graphics also filed
bankruptcy petition under the Companies' Creditors Arrangement Act  
before the Ontario Superior Court of Justice (Commercial List) on
July 16, 2008.  Jay A. Carfagnini, Esq., David B. Bish, Esq., and
Jason Wadden, Esq. at Goodmans LLP are their solicitors.
PricewaterhouseCoopers Inc. serves as their CCAA Information
Officer.

                     About Vertis Holdings Inc.

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

The company and its six affiliates filed for Chapter 11 protection
on July 15, 2008 (Bank.D.Del. Case No. 08-11460).  Gary T.
Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal &
Manges LLP represent as the Debtors lead counsels and Mark D.
Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton
& Finger, P.A. represent as their Delaware local counsels.  Lazard
Freres & Co. LLC is the company's financial advisors.  When the
Debtors filed for protection from their creditors they listed
estimated assets between $500 million and $1 billion and estimated
debts of more than 1 billion.


VERTIS HOLDINGS: Wants to Hire Deloitte & Touche as Auditors
------------------------------------------------------------
Vertis Holdings, Inc., and its debtor affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Deloitte & Touche LLP, as their independent auditors and
accountants, nunc pro tunc to July 15, 2008.

John V. Howard Jr., secretary of Vertis Holdings, Inc., relates
that Deloitte & Touche has extensive experience and knowledge in
the field of accounting.  The firm has also provided accounting
services to the Vertis Debtors, he notes.

As internal auditors and accountants to the Vertis Debtors,
Deloitte & Touche will, among other things, perform a review of
the interim financial information of the Vertis Debtors and
perform other accounting services as may be necessary or
desirable, to the extent permitted under professional standards.

The Vertis Debtors aver that prior to the Petition Date, they
extended a $190,000 retained to Deloitte & Touche for services
the firm provided.  About $7,000 of the retainer remains as of
July 15, 2008.

The Vertis Debtors propose to pay for Deloitte & Touche's
services according to these hourly billing rates:

       Professionals                        Hourly Rate
       -------------                        -----------
       Partners, Principals and Directors       $510     
       Senior Managers                          $420
       Managers                                 $375
       Senior                                   $305
       Experienced Staff                        $235
       Staff                                    $210

Deloitte & Touche also intends to apply for reimbursement of
necessary expenses it has incurred or will incur.  

Michael Morton, a partner of Deloitte & Touche LLP, assures the
Court that his firm is a "disinterested person", as the term is
defined in Section 101(14) of the Bankruptcy Code.  He also
affirms that Deloitte do not hold or represent any interest
adverse to the Debtors and their estates.


                     About Vertis Holdings Inc.

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

The company and its six affiliates filed for Chapter 11 protection
on July 15, 2008 (Bank.D.Del. Case No. 08-11460).  Gary T.
Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal &
Manges LLP represent as the Debtors lead counsels and Mark D.
Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton
& Finger, P.A. represent as their Delaware local counsels.  Lazard
Freres & Co. LLC is the company's financial advisors.  When the
Debtors filed for protection from their creditors they listed
estimated assets between $500 million and $1 billion and estimated
debts of more than 1 billion.


VERTIS HOLDINGS: Taps KPMG LLP as Tax Consultants
-------------------------------------------------
Vertis Holdings, Inc., and its affiliated debtors seek the
authority of the U.S.  Bankruptcy Court for the District of
Delaware to employ KPMG LLP, as their tax consultants and internal
audit providers, nunc pro tunc to July 15, 2008.

The Vertis Debtors believe KPMG LLP has extensive expertise and
knowledge in the fields of tax and accounting.  John V. Howard,
Jr., secretary of Vertis Holdings, Inc., says the firm is also
knowledgeable with the Vertis Debtors' businesses because it has
provided prepetition services since 2003.

KPMG is contemplated to render tax consulting and internal audit
services for the benefit of the Vertis Debtors.

A. Tax Consulting Services

    (a) KPMG will assist the Vertis Debtors with respect to
        accounting for income taxes to Statement of Financial
        Accounting Standards 109, including the preparation or
        review of calculations of current or deferred income
        taxes and financial statement disclosures related to
        income taxes.

    (b) KPMG will advise and assist the Vertis Debtors regarding
        tax planning issues in the areas of net operating loss
        carryforwards, cancellation of debt income, attribute
        reduction, transaction costs, stock basis determinations,
        and international taxes.

    (c) KPMG will assist the Vertis Debtors in discussions with
        creditors and equity holders and with other interested
        parties.

    (d) KPMG will also render other consulting, advice, research,
        planning or analysis regarding United States federal and
        state and local tax issues as may be requested from time
        to time.

B. Internal Audit Regulatory Compliance Services

    (a) KMPG will assist the Vertis Debtors in evaluating and
        testing the design and effectiveness of its internal
        accounting and operational controls.

    (b) KPMG will carry out audits as may be requested from time
        to time, including the execution of the internal audit
        plan.

    (c) KPMG will assist in performing tests of the design and
        operating effectiveness of the Internal Controls Over
        Financial Reporting.

    (d) KPMG will serve as an independent advisor to the Vertis
        Debtors in supporting top management's goals, monitoring
        enterprise risk, and enhancing regulatory compliance
        efforts.

The Vertis Debtors proposed to pay KPMG LLP according to these
hourly rates:

                                     Standard        Engagement
Professional                          Rate            Rate
------------                        ---------       ----------
A. Tax Consulting Services
     Partners/Principals/Directors    $650-$875       $455-$613   
     Senior Managers/Managers         $475-$800       $333-$560
     Senior/Staff Consultants         $275-$500       $193-$350

B. Internal Audit Services
     Partners/Principals/Directors    $725-$750       $300-$330
     Senior Managers                  $725-$750       $300-$330
     Managers                         $600            $240
     Senior Associate/Staff Auditors  $250-$425       $120-$165
     Subject Matter Professional      $475-$875       $275-$330

Mr. Howard notes that the fees to be charged in relation to the
KPMG engagement reflect a reduction of approximately 30% to 61%
from the firm's normal and customary rates, depending on the
types of services to be rendered.

KMPG will also be reimbursed for necessary expenses it will incur  
in relation to the services to be rendered.

Prior to bankruptcy filing, the Vertis Debtors paid KMPG roughly
$269,550 for services rendered and expenses incurred, according
to Mr. Howard.  

Mark H. French, a partner of KPMG LLP, assures the Court that his
firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).  KMPG LLP do not hold an interest materially adverse to
the Vertis Debtors' estates, he avers.

                     About Vertis Holdings Inc.

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

The company and its six affiliates filed for Chapter 11 protection
on July 15, 2008 (Bank.D.Del. Case No. 08-11460).  Gary T.
Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal &
Manges LLP represent as the Debtors lead counsels and Mark D.
Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton
& Finger, P.A. represent as their Delaware local counsels.  Lazard
Freres & Co. LLC is the company's financial advisors.  When the
Debtors filed for protection from their creditors they listed
estimated assets between $500 million and $1 billion and estimated
debts of more than 1 billion.


VISHAY INTERTECH: Presents $21 per Share Bid for Int'l Rectifier
----------------------------------------------------------------
International Rectifier Corporation has received an unsolicited,
non-binding proposal from Vishay Intertechnology, Inc., to acquire
all of the outstanding shares of International Rectifier for
$21.22 per share in cash.  Vishay's proposal is subject to due
diligence and other customary terms and conditions.

International Rectifier said that its board of directors will
evaluate the proposal in consultation with its financial and legal
advisers, and make a determination in due course.  The Board urges
shareholders to take no action until that determination has been
made.

As part of its evaluation, the board will thoroughly review the
prospects and potential of IR's current strategic plan, including
management's recently disclosed turnaround strategy and the nature
and terms of Vishay's non-binding proposal.  The Company also
noted that it has received, correspondence from Vishay setting out
certain claims against IR arising from the prior sale of an IR
unit to Vishay as well as an additional claim for rescission of
the prior transaction.  IR intends to vigorously dispute and
defend these claims.

                  About International Rectifier

International Rectifier Corporation (NYSE:IRF) is in the power
management technology business. IR's analog, digital, and mixed
signal ICs, and other advanced power management products enable
high performance computing and save energy in a wide variety of
business and consumer applications.  IR's customers include
manufacturers of computers, energy efficient appliances, lighting,
automobiles, satellites, aircraft, and defense systems.  On the
Net: http://www.irf.com/


VISHAY INTERTECH: S&P Places 'BB' Ratings on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on Malvern, Pa.-based Vishay Intertechnology Inc. on
CreditWatch with negative implications following the company's
announcement that it has made a proposal to the International
Rectifier Corp. (BB/CreditWatch Negative/--) to acquire its
outstanding shares for about $1.6 billion in cash. The 'BB'
corporate credit rating on International Rectifier remains on
CreditWatch with negative implications.

Vishay's current leverage, pro forma for a recent bond
refinancing, is about 1.3x, strong for the rating. "If the
acquisition is successful at the current offering price, we
estimate that Vishay's pro forma leverage could peak at more than
4x if fully debt-financed," said Standard & Poor's credit analyst
Lucy Patricola.

International Rectifier had $713 million in total cash and
equivalents as of March 31, 2008, and Vishay had $336 million as
of June 30, 2008. If $500 million of this combined liquidity were
used to reduce financing requirements, pro forma leverage would
instead be 3.4x.

International Rectifier's operating trends are currently under
pressure as the company is recovering from excess production of
inventory and significant operating inefficiencies. On the other
hand, Vishay achieved stable and profitable operations in its own
commodity businesses.

"We will meet with Vishay management to review the company's
proposed financing for the transaction, ultimate capital structure
and its strategy to merge the two companies, in order to resolve
the rating. Despite International Rectifier's current operating
issues, we view a potential downgrade to be likely limited to one
notch," S&P says.


WALDEN RESERVE: Bankruptcy Court Sets October 1 as Claims Bar Date
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas set Oct. 1,
2008, as the last day for creditors of Walden Reserve, LLC to file
their proofs of claim.

All proofs of claim must be filed electronically or in duplicate
with the Office of the Clerk of the U.S. Bankruptcy Court at 500
State Avenue, Room 161 in Kansas City.

A copy of the proof of claim must also be sent to the Debtor'
counsel, Colin N. Gotham, Esq., at Evans & Mullinix, P.A., at 7225
Renner Road, Suite 200 in Shawnee, Kansas.

Creditors who fail to timely file a proof of claim by October 1
will be forever barred from participating in any manner in the
case.

                       About Walden Reserve

Based in Overland Park, Kan., Walden Reserve, LLC, formerly doing
business as Renegade Mountain Partners LLC, owns and manages
residential real estate.  The Debtor filed for chapter 11
protection on May 28, 2008 (D. Kan. Case No. 08-21230).  
Colin N. Gotham, Esq., at Evans & Mullinix, P.A., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed total assets of $14,637,288 and total debts
of $7,085,320.

An Official Committee of Unsecured Creditors has been appointed in
this case.  Scott J. Goldstein, Esq., and Lisa A. Epps, Esq., at
Spencer, Fane, Britt & Browne LLP, is the proposed counsel for the
Creditors' Committee.


WALDEN RESERVE: Creditors' Committee Taps Spencer Fane as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Walden Reserve,
LLC asked the U.S. Bankruptcy Court for the District of Kansas for
authority to engage Spencer, Fane, Britt & Browne LLP as its
counsel in the bankruptcy case.

The firm, the Committee said, has extensive experience in chapter
11 proceedings, and in corporate litigation, securities, tax and
real estate matters, is familiar with the business and financial
affairs of cases of the complexity of the Debtor and is qualified
to represent the interests of the Committee.

The firm, among others, will advise the Committee with respect to
its rights, duties and powers as an official unsecured creditors'
committee, represent the Committee, and perform all other legal
services necessary in connection with the case.

Spencer Fane's hourly rates are:

   Partners                 $225 - $450
   Associates               $200 - $255
   Paralegals                $95 - $155

Scott J. Goldstein, Esq., and Lisa A. Epps, Esq., have agreed to
bill their respective time at $300 per hour.

To the bes tof the Committee's knowledge, the firm has no material
connections with the Debtor, its estate, or any other party-in-
interset in the case.

                       About Walden Reserve

Based in Overland Park, Kan., Walden Reserve, LLC, formerly doing
business as Renegade Mountain Partners LLC, owns and manages
residential real estate.  The Debtor filed for chapter 11
protection on May 28, 2008 (D. Kan. Case No. 08-21230).  
Colin N. Gotham, Esq., at Evans & Mullinix, P.A., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed total assets of $14,637,288 and total debts
of $7,085,320.

An Official Committee of Unsecured Creditors has been appointed in
this case.  Scott J. Goldstein, Esq., and Lisa A. Epps, Esq., at
Spencer, Fane, Britt & Browne LLP, is the proposed counsel for the
Creditors' Committee.


WALDEN RESERVE: Seeks Authority to Pay Postpetition Salaries
------------------------------------------------------------
Walden Reserve, LLC pressed the U.S. Bankruptcy Court for the
District of Kansas for authority to pay postpetition payroll and
other necessary expenses.

The Debtor related that Thomas A. Bray, Dean W. Cherpitel, and
James R. Schemmel are its active managers.  Messrs. Bray,
Cherpitel and Schemmel are all actively working and are expending
a considerable amount of time to find financing, sell the
principal asset of the Debtor, and propose a confirmable plan.

The Debtor sought permission to pay Messrs. Bray and Schemmel
$5,000 each per month and Mr. Cherpitel $3,000 per month from the
bankruptcy filing and until further order of the Court.

          U.S. Trustee Opposes PostPetition Payroll Motion

The Official Committee of Unsecured Creditors joined the United
States Trustee in its objection to the Debtor's motion to pay
postpetitiion payroll.

The U.S. Trustee noted that shortly after the Debtor filed its
bankruptcy petition, it provided a six-month budget to the U.S.
Trustee.  The budget proposed to pay Mr. Bray $5,000 per month or
increase of 294%, Mr. Schemmel $5,000 per month or an increase of
300%, and Mr. Cherpitel $3,000 per month or an increase of 240%
over the amounts they received prepetition, the U.S. Trustee
asserted.  While a debtor-in-possession is entitled to a
presumption that prepetition levels of compensation to insiders
are reasonable, that presumption obviously does not apply in this
case.

The U.S. Trustee spoke to Debtor's counsel regarding the proposed
compensation and expressed concern that the compensation was well
in excess of the amounts paid prepetition.  The Debtor's counsel
stated that Debtor's principals would not be paid during the case
until a motion authorizing of the compensation had been approved,
the U.S. Trustee related.

On June 20, 2008, Messrs. Bray and Schemmel appeared and were
examined under oath during Debtor's section 341 meeting of
creditors.  During the meeting, the Debtor's officers confirmed
that they had not received compensation since the case was filed.

However, in its June monthly operating report, the Debtor cut
checks to Messrs. Bray, Schemmel, and Cherpitel for $5,000,
$5,000, and $3,000 on June 25, 2008.  The U.S. Trustee said that
the Debtor did not seek approval of this compensation before
making it.

The U.S. Trustee argued that the Debtor has not shown why the
compensation paid to its principals is necessary.  The U.S.
Trustee said it is not convinced that the Debtor's current
principals should be managing its affairs in the first instance.  
The U.S. Trustee identified numerous concerns with their
management skills.

                       About Walden Reserve

Based in Overland Park, Kan., Walden Reserve, LLC, formerly doing
business as Renegade Mountain Partners LLC, owns and manages
residential real estate.  The Debtor filed for chapter 11
protection on May 28, 2008 (D. Kan. Case No. 08-21230).  
Colin N. Gotham, Esq., at Evans & Mullinix, P.A., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed total assets of $14,637,288 and total debts
of $7,085,320.

An Official Committee of Unsecured Creditors has been appointed in
this case.  Scott J. Goldstein, Esq., and Lisa A. Epps, Esq., at
Spencer, Fane, Britt & Browne LLP, is the proposed counsel for the
Creditors' Committee.


WAVE SYSTEMS: Fails to Comply With Market Value Rule
----------------------------------------------------
Wave Systems Corp. received notification from The Nasdaq Stock
Market indicating that it had failed to regain compliance with the
Market Value Rule for continued inclusion on The Nasdaq Global
Market.

Under the Nasdaq rules, Wave plans to request an appeal hearing
before the Listings Qualifications Panel and expects the hearing
to be held within four to six weeks.  However, there can be no
assurance that the Panel will grant the Company's request for
continued listing.

The Company's shares will continue to be listed on The Nasdaq
Global Market pending the outcome of the appeal.  In the event of
an unfavorable determination by the Listing Qualifications Panel,
the Company would alternatively apply to have its common stock
transferred to The Nasdaq Capital Market, as long as it satisfies
the requirements for inclusion set forth in the Marketplace Rules
other than the minimum bid requirement.

The Nasdaq Capital Market's aggregate market value continued
listing requirement is $35 million. The Company may also elect to
make such application prior to the hearing of the appeal.  If such
application is approved, Wave may be afforded the remainder of The
Nasdaq Capital Market's 180 calendar day compliance period in
order to regain compliance with the Bid Price Rule.

On July 17, 2008, Wave Systems received notification from the
Listing Qualifications division of The Nasdaq Stock Market
indicating that the Company's Class A common stock is subject to
potential delisting from The Nasdaq Global Market because the
market value of the Company's common stock was below $50 million
for 10 consecutive business days, and, therefore, did not meet the
requirement set forth in Nasdaq Marketplace Rule 4450(b)(1)(A).

Thereafter, on Aug. 12, 2008, Wave received an additional
notification from the Listing Qualifications division of The
Nasdaq Stock Market indicating that the Company's Class A Common
stock is subject to potential delisting from The Nasdaq Global
Market because for the prior 30 consecutive business days, the bid
price of the Company's Class A common stock closed below the
minimum $1.00 per share requirement for continued inclusion under
Nasdaq Marketplace Rule 4450.

In accordance with Nasdaq Marketplace Rule 4450(e)(4), the Company
was provided a period of 30 calendar days, or until August 18,
2008, to regain compliance with the Marketplace Rule, and, in
accordance with Nasdaq Marketplace Rule 4450(e)(2), the Company is
provided 180 calendar days, or until February 9, 2009, to regain
compliance with the Bid Price Rule.

Wave Systems Corp. (WAVX: WAVX) -- http://www.wave.com/--  
provides computer sofwares.


WELLMAN INC: June 30 Balance Sheet Upside-Down by $218 Million
--------------------------------------------------------------

                           Wellman, Inc.
               Condensed Consolidated Balance Sheet
                            (Unaudited)
                       As of June 30, 2008

                              ASSETS

Current assets:
Cash and cash equivalents                            $2,600,000
Accounts receivable                                 151,000,000  
Inventories                                          81,500,000     
Prepaid expenses & other current assets              28,800,000
                                                   ------------
Total current assets                                263,900,000

Property, plant & equipment:
Land, buildings and improvements                     90,400,000
Machinery & equipment                               339,700,000
Construction in progress                              4,700,000
                                                   ------------
                                                    434,800,000
Less accumulated depreciation                       197,800,000        
                                                   ------------
Property, plant & equipment, net                    237,000,000
Other assets, net                                    11,500,000
                                                   ------------
                                                   $512,400,000

               LIABILITIES & STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable                                     $1,200,000
Accrued liabilities                                  21,500,000
Debt, current                                       138,600,000
                                                   ------------
Total current liabilities                           161,300,000

Deferred income taxes and other liabilities          37,700,000
                                                   ------------
Total liabilities not subject to compromise         199,000,000     

Liabilities subject to compromise                   531,500,000

Stockholders' deficit:
Series A preferred stock                             74,700,000
Series B preferred stock                            111,100,000
Class A common stock                                          —
Class B common stock                                          —
Paid-in capital                                     248,300,000
Common stock warrants                                 4,900,000
Accumulated other comprehensive loss                          —
Accumulated deficit                                (607,600,000)
Less common stock in treasury                       (49,500,000)
                                                   ------------
Total stockholders' deficit                        (218,100,000)
                                                   ------------
Total liabilities and stockholders' deficit        $512,400,000
                                                   ============


                           Wellman, Inc.
          Condensed Consolidated Statement of Operations
                            (Unaudited)
            For the Three Months Ended June 30, 2008   


Net sales                                          $281,100,000
Cost of sales                                       274,200,000
                                                   ------------
Gross profit                                          6,900,000
Selling, general and admin. expenses                  6,400,000
Restructuring charges                                         -
Provision for uncollectible accounts                    600,000
Other income, net                                      (300,000)
                                                   ------------
Operating income (loss)                                 200,000

Interest expense, net                                 3,000,000
                                                   ------------
Loss from continuing operations before reorg.        (2,800,000)

Reorganization items, net                             8,100,000
                                                   ------------
Loss from continuing operations before taxes        (10,900,000)

Income tax expense (benefit)                                  —
                                                   ------------
Loss from continuing operations                     (10,900,000)
Loss from discontinued operations, net                        —
                                                   ------------
Net loss                                           ($10,900,000)
                                                   ============

                           Wellman, Inc.
          Condensed Consolidated Statement of Cash Flows
                            (Unaudited)
              For the Six Months Ended June 30, 2008

Cash flows from operating activities:
Net loss                                           $(33,600,000)

Adjustments to reconcile net loss to net cash:
Loss from discontinued operations, net                        —
Depreciation                                          6,800,000
Amortization                                            400,000
Amortization in interest expense, net                 1,600,000
Amortization of acquisition costs of
   long-term raw material contract                    7,800,000
Gain on sale of assets                                 (200,000)
Deferred income taxes and other                         100,000
Reorganization items                                 14,200,000
Payments of reorganization items                     (9,900,000)
Changes in assets and liabilities                   (11,500,000)
                                                   ------------
Net cash used in operating activities               (24,300,000)

Cash flows from investing activities:
Additions to property, plant and equipment           (2,100,000)
Proceeds from sale of assets                            300,000
                                                   ------------
Net cash used in investing activities                (1,800,000)

Cash flows from financing activities:
Proceeds from DIP Credit Agreement, net             138,600,000
Borrowings under prepetition debt, net             (105,200,000)
Dividends paid on common stock                                —
Debt issuance costs related to DIP Credit
   Agreement                                         (4,700,000)
                                                   ------------
Net cash provided by financing activities            28,700,000

Discontinued Operations:
Operating activities                                          —
Investing activities                                          —
Financing activities                                          —
                                                   ------------
Net cash used in discontinued operations                      —

Increase in cash and cash equivalents                 2,600,000

Cash and cash equivalents, beginning                          —
                                                   ------------
Cash and cash equivalents, end                       $2,600,000
                                                   ============

A full-text copy of Wellman's Second Quarter Results on Form 10-Q
is available at http://researcharchives.com/t/s?30e2

                        About Wellman

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and             
markets packaging and engineering resins used in food and
beverage packaging, apparel, home furnishings and
automobiles.  They manufacture resins and polyester staple fiber
a three major production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No.
08-10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP,
in New York City, represents the Debtors.  Lazard Freres & Co.,
LLC, acts as the Debtors' financial advisors and investment
bankers.  Conway, Del Genio, Gries & Co., LLC, was also retained
as the Debtors' chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.


WHITEHALL JEWELERS: Resolves Disputes Over Consignment Goods
------------------------------------------------------------
Whitehall Jewelers Holdings, Inc. and Whitehall Jewelers, Inc.
asked the U.S. Bankruptcy Court for the District of Delaware to
approve a global settlement agreement and vendor agreements
regarding treatment of consignment goods.

Parties to the global settlement agreement are:

   * the Debtors,
   * the Official Committee of Unsecured Creditors,
   * LaSalle Bank National Association, as agent for lenders
     under a prepetition revolving credit facility,
   * PWJ Lending II LLC, as administrative and collateral agent
     and prepetition lender under a prepetition term loan
     agreement, and
   * Bank of America, N.A., as agent for lender under the DIP
     facility.

The Debtors said that their chapter 11 cases have presented
complex issues and disputes that the parties have worked
tirelessly to resolve.

The Debtors filed a motion to sell all or substantially all of
their assets.  However, the proposed sale was complicated by
uncertainty regarding competing interests in more than $60 million
at cost of consignment goods inventory held as of the bankruptcy
filing.  The Debtors previously requested to include memo goods in
the sale.

By order dated July 28, 2008, the Court denied the Debtors'
motion, and the memo goods were excluded from the sale.  The July
28 court order, however, did not resolve the substantive rights
and competing claims and interests asserted in the memo goods by
the consignment vendors, BofA, LaSalle, PWJ and the Debtors.

As a result, absent a global resolution of these disputes, more
than 120 adversary proceedings would need to be initiated and
litigated in order to fully determine the status of the parties.

Besides disputes relating to memo goods, the Committee and certain
vendors allege various defenses to about $40 million of secured
claims of junior lender PWJ.

The settlements proposed provide:

   a. the release by BofA, LaSalle, PWJ, the Committee and the
      Debtors of any liens or interests asserted in memo goods,
      the Debtors' agreement to return memo goods to participating
      consignment vendors and to pay participating consignment
      vendors 100% of the proceeds allocable to vendors from the
      escrow established in respect of ordinary course
      postpetition sales of consignment goods;

   b. the waiver and release by participating consignment vendors
      of all claims against the Debtors and their estates, and
      the allowance and limitation of amounts payable to
      participating consignment vendors.  Participating
      consignment vendors, PWJ, BofA, and LaSalle also agree to
      waive and release each other from all claims and causes of
      action;

   c. the Debtors, PWJ, BofA, LaSalle and the Committee agree to
      waive and release all claims against one another upon
      approval and effectiveness of the global settlement
      agreement and the vendor agreements, and the Committee's
      agreement to withdraw its objection to entry of a final DIP
      order;

   d. the agreements of the parties to the global settlement
      agreement and the vendor agreements to a distribution
      waterfall that is fully consistent with the Bankruptcy Code.
      PWH will subordinate distributions on its $40 million of
      secured claims to the funding of administrative expenses and
      PWJ and participating consignment vendors to subordinate
      other specified claim amounts in favor or unsecured
      creditors; and

   e. the commitment of the parties to the global settlement
      agreement and the vendor agreements to support a plan of
      liquidation.

A full-text copy of the Debtors' motion to approve global
settlement agreement and related vendor agreements is available
for free at http://ResearchArchives.com/t/s?30fe

                     About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates   
375 stores jewelry stores in 39 states.  The company operates
stores in regional and regional shopping malls under the names
Whitehall and Lundstrom.  The Debtors' retail stores operate under
the names Whitehall (271 locations), Lundstrom (24 locations),
Friedman's (56 locations, and Crescent (22 locations).  As of
June 23, 2008, the Debtors have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, represent the Debtors in their restructuring efforts.  
Epiq Bankruptcy Solutions LLC as their claims, noticing and
balloting agent.

When the Debtors' filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


* S&P Article Examines Correlation Between Distress and Default
---------------------------------------------------------------
After several years of otherwise abnormally low credit spreads in
both the investment-grade and speculative-grade segments, bond
markets within the U.S. experienced a sudden shock at this time
last year, noted an article published by Standard & Poor's. The
article, which is titled "U.S. Credit Comment: In The Dance Of The
Defaults, Distress Makes A Perfect Partner (Premium)," says that
shock has maintained itself through today and is becoming a
phenomenon that has overstayed its welcome for many investors.

The corporate speculative-grade bond spread in the U.S. was 764
basis points (bps) as of Aug. 11 compared with 415 bps a year ago
at this time. With this marked rise in speculative-grade spreads,
more and more companies that were previously enjoying relatively
low borrowing costs are now members of the distressed debt
market--those with issues trading with option-adjusted spreads at
least 1,000 bps over comparable treasuries.

"While this makes a perfect environment for bond vultures to
potentially find lucrative bargains, it cannot be ignored as
territory vulnerable to default," said Diane Vazza, head of
Standard & Poor's Global Fixed Income Research Group. The article
examines the historical relationship between the distress ratio
and its use as a signpost for future defaults. The main
conclusions of this exercise are that the distress ratio:

     -- Is a leading indicator of future speculative-grade
defaults with a lead time of roughly nine months.

     -- When used as a forecasting tool, the distress ratio
slightly overstates future default rates initially over the
forecast horizon then underestimates defaults further out. This
results in a default rate forecast of 4.5% for 2008 and 4.7% nine
months from now.


* S&P Report Explores What Cash, CDS Say on Default Expectations
----------------------------------------------------------------
"Investors' expectations of future defaults appear to be on the
rise, which is consistent with the trend we expect over the next
year," said an article published by Standard & Poor's.  The
article, which is titled "U.S. Credit Comment: Default
Expectations On The Rise (Premium)," says that although liquidity
concerns and funding constraints are also affecting high-yield
investors, the rise in default expectations appears to be a major
factor keeping investors on the sidelines.

"The summer has not been kind to the high-yield market," noted
Diane Vazza, head of Standard & Poor's Global Fixed Income
Research Group. Unsupportive news on the financial market and
economic fronts has kept the high-yield market from maintaining
the May-June rally. Investors have been reluctant to add risk
assets, as market participants worry that spreads will continue to
widen. Furthermore, primary markets remain especially slow, even
for the lazy summer months.

The article analyzes high-yield spreads and attempts to extract
default expectations using a model of spreads, the high-yield
default rate, and market volatility. It also investigates default
probabilities implied by the CDS market.


* S&P Says Charge-Offs for Credit Card Trusts Inched Up in June
---------------------------------------------------------------
Charge-offs rose another 10 basis points (bps) in June among rated
credit card trusts, accompanied by a 50-bp drop in the total
payment rate, according to Standard & Poor's Ratings Services'
recent bankcard Credit Card Quality Index (CCQI) report.

Although the charge-off rate for the overall index continued to
worsen in June, increasing to 6.1% from 6.0% the previous month,
the rate of increase has slowed down during the past three months.
"The deceleration may reflect issuers' efforts to manage credit
risk by strengthening collection strategies and expanding their
collection staffs," said Standard & Poor's credit analyst Kelly
Luo.

The payment rate relinquished half of May's 100-bp gain, falling
50 bps to 19.2% in June. "The decline may reflect the aftereffect
of a boost in payments in May due to tax rebate checks, as well as
the lower number of collection days in June compared with May,"
Ms. Luo noted.

Excess spread, which provides the first level of protection
against defaults, remained robust at 7.0% despite a 10-bp drop.
"Even with some compression, excess spread levels should continue
to provide investors with adequate first-loss protection against
defaults," Ms. Luo said.

Delinquencies were relatively flat, with a 10-bp increase in the
30-day bucket, to 4.4%, and no change in the 60- and 90-day
categories, which remained at 3.1% and 2.2%.

Although credit card asset-backed securities (ABS) issuance was
lower in June than in May, approximately 28 transactions closed
during the month.

The CCQI monitors the performance of more than $440 billion in
receivables held in trusts of rated credit card-backed securities.

The full report, "U.S. Credit Card Quality Index: Charge-Offs
Inched Up Again In June, And The Payment Rate Lost Some Of May's
Gains," was published Aug. 18, 2008.


* S&P: Rough Road, Tough Choices Ahead for Financial Institutions
-----------------------------------------------------------------
According to a panel of credit analysts at Standard & Poor's
Ratings Services, financial institutions face more credit and
liquidity risks that will require them to make some tough choices
as the downturn evolves. Even though government support and
sovereign wealth funds' cash infusions have helped put the
industry on a path to recovery, the rebound will be slow and
painful.

This is the consensus that emerged in the course of roundtable
discussions conducted on June 23 and June 25, 2008, as reported in
"For Financial Institutions, More Rough Roads And Tough Choices
Lie Ahead."  Capital markets have regained some life, but most
U.S. and European banks maintain a heightened sense of alert as
difficult business conditions and substantial write-downs continue
to weigh on financial performance. Analysts agreed that a return
to a stable banking industry outlook is at least a year away in
the U.S.

"We haven't seen in any previous credit cycle downturn as much
capital raising to match potential losses, and that's a positive
balancing effect," said Rodrigo Quintanilla, Standard & Poor's
head of North American bank ratings. "How long this will go on and
how much of this capital-raising capability smaller banks will
have available to them are questions that remain unanswered. That
said, we probably will see the lagging effect of consumer lending
and commercial real estate delinquency flowing well into 2009."

Of Standard & Poor's 50 top-rated North American financial
institutions, 22 had a negative outlook as of June 30, a figure
that is the highest proportion of negative outlooks in top-tier
mature-market financial groups in the past 15 years.


* S&P Says 43 Entities Poised for Fallen Angel Risk
---------------------------------------------------
Globally, four more entities moved to speculative grade territory
since last report, said an article published today by Standard &
Poor's.  The article, which is titled "Global Potential Fallen
Angels (Premium)," says that this pushed the tally for the year to
date to 23. The affected rated debt of US$70.99 (EUR47.66) billion
is already more than 50% of the total debt US$131.29 (EUR88.21)
billion affected all of last year.

As of Aug. 12, 2008, 43 entities, higher than both last August's
count and the 12-month trailing average, with rated debt worth
US$73.35 (EUR49.26) billion have been identified as the potential
fallen angels, defined as entities rated 'BBB-' with either a
negative outlook or with ratings on CreditWatch with negative
implications.

"Sectors poised to lead fallen-angel incidence include utilities
with seven entities and the forest products and building materials
and consumer products sectors with five entities each," said Diane
Vazza, head of Standard & Poor's Global Fixed Income Research
Group. Based on rated debt volume, U.S. transportation company CSX
Corp. is the largest potential fallen angel, with $9.14 billion in
rated debt.


* Private Equity Reaches for the Gold, S&P Article Says
-------------------------------------------------------
The ongoing dislocation in the credit markets is blazing new
relationships and creating new business opportunities, said an
article published by Standard & Poor's.  The article, which is
titled "Global Credit Comment: Looking For Profit In All The Right
Places (Premium)," highlights the results of S&P's investigation
into this development and presents the salient points of S&P's
near-term and longer-term outlook.

One example of the emerging dynamic is the recent foray by some
large private equity firms as buyers of leveraged finance in the
U.S. and Europe, which offers insights into how the new terms of
engagement are motivating alternative players in newfangled ways.
Banks (such as Citigroup, Credit Suisse, Deutsche Bank, JP Morgan,
and Royal Bank of Scotland) eager to offload their unsold
inventory of leveraged loans and high-yield debt have found buyers
in prominent private equity groups (including Apollo, GSO
Capital/Blackstone, KKR, and TPG). According to estimates by
Standard & Poor's LCD, the dollar volume of leveraged loans held
on bank books had dropped to $45 billion in July 2008 compared
with $237 billion 12 months earlier; a chunk of this reduction
(approximately $25 billion-$30 billion) can be attributed to
purchases by private equity. These deals can be viewed as
opportunistic attempts by larger, deep-pocketed private equity
sponsors to maximize risk-adjusted returns in an environment where
there are few outlets for traditional strategies, such as buyouts.

"By selling their inventory of hung loans, banks are receiving
substantial near-term relief to balance sheets and their capital
bases," said Diane Vazza, head of Standard & Poor's Global Fixed
Income Research Group. "However, residual exposure is not
completely eliminated."

The current illiquidity in the leveraged finance markets (loans
and high yield bonds) has created a special opportunity for
private equity investors to extend their know-how and expertise in
unconventional ways to generate superior risk-adjusted returns.
Other asset classes that are beset with relative illiquidity
(e.g., securitized debt) also stand to benefit from the increased
presence of private equity.


* DBRS Issues Rating Actions During the Week of Aug. 11, 2008
-------------------------------------------------------------
DBRS issued these rating actions during the week of Aug. 11, 2008:

(1) Assignments: North Texas Higher Education Authority Inc., 2008
Trust, Student Loan Revenue Bonds, Senior Series 2008A to Series
2008C at AAA to R-1 (high).

(2) Confirmations:

Vancouver City Savings Credit Union, Short-Term Instruments at R-1
(low); the trend is Stable.

PACCAR Inc., Issuer Rating at AA (low); the trend is Stable

Volkswagen AG, Issuer Rating at A (low); the trend is Stable

(3) Trend Changes

City National Corporation, Issuer & Senior Debt at A, Short-Term
Instruments at R-1 (low); trends on short- and long-term ratings
of City National Corp. and long-term ratings of City National Bank
to Stable from Positive

Colombia, Republic of, Long-Term Foreign Currency at BB (high),
Long-Term Local Currency at BBB (low); trends to Positive from
Stable

(4) New Issues

Massey Energy Company, 3.25% convertible senior notes due 2015 at
BB (low); the trend is Stable

TransCanada PipeLines Limited, C$500 million of 5.05% Medium Term
Notes at A; the trend is Stable

(5) Discontinued

Alliance Split Income Trust, Preferred Securities

Canadian Master Trust, Series E Notes

Quebecor World Inc., Senior Debentures, Debt Securities,
Cumulative Redeemable Preferred Shares


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Robert S Bennett aka Bob Bennett
   Bankr. S.D. Tex. Case No. 08-35285
      Chapter 11 Petition filed August 11, 2008
         Filed as Pro Se

In Re Lacefield Plastics, LLC
   Bankr. D. Utah Case No. 08-25228
      Chapter 11 Petition filed August 11, 2008
         See http://bankrupt.com/misc/utb08-25228.pdf  

In Re CV General Store, Inc.
   Bankr. D. Ma. Case No. 08-15993
      Chapter 11 Petition filed August 11, 2008
         See http://bankrupt.com/misc/mab08-15993.pdf

In Re Douglas Pugmire
   Bankr. W.D. Mich. Case No. 08-07026
      Chapter 11 Petition filed August 11, 2008
         See http://bankrupt.com/misc/miwb08-07026.pdf

In Re James A. Baur and Michelle Ball Baur
   Bankr. M.D. Fla. Case No. 08-04752
      Chapter 11 Petition filed August 11, 2008
         See http://bankrupt.com/misc/flmb08-04752.pdf

In Re 41 Hogans Pl Trust
   Bankr. E.D. Va. Case No. 08-33850
      Chapter 11 Petition filed August 12, 2008
         Filed as Pro Se

In Re Ferguson Development Group, LLC
   Bankr. E.D. Va. Case No. 08-33851
      Chapter 11 Petition filed August 12, 2008
         Filed as Pro Se

In Re Author J. Johnson
   Bankr. D.C. Case No. 08-00541
      Chapter 11 Petition filed August 12, 2008
         Filed as Pro Se

In Re Charles B. Osborne
   Bankr. E.D. N. Ca. Case No. 08-05411
      Chapter 11 Petition filed August 12, 2008
         Filed as Pro Se

In Re Eastern Equities Management Corporation
   Bankr. E.D. Va. Case No. 08-33852
      Chapter 11 Petition filed August 12, 2008
         Filed as Pro Se  

In Re Eastern Equities Management Corporation
   Bankr. E.D. Va. Case No. 08-33852
      Chapter 11 Petition filed August 12, 2008
         Filed as Pro Se

In Re Finnegans Wake Irish Pubs, LLC
   Bankr. N.D. Fla. Case No. 08-31215
      Chapter 11 Petition filed August 12, 2008
         Filed as Pro Se

In Re Uphold Excavating, Inc
   Bankr. N.D. W. Va. Case No. 08-01270
      Chapter 11 Petition filed August 12, 2008
         See http://bankrupt.com/misc/wvanb08-bk-01270.pdf  

In Re Full Moon Hospitality, Inc.
   Bankr. N.D. Al. Case No. 08-82405
      Chapter 11 Petition filed August 12, 2008
         See http://bankrupt.com/misc/alnb08-82405.pdf

In Re Gutterpro Midwest, LLC
   Bankr. E.D. Mo. Case No. 08-46061
      Chapter 11 Petition filed August 12, 2008
         See http://bankrupt.com/misc/moeb08-46061.pdf

In Re Thomas R. Huber and Kimberly A. Huber
   Bankr. W.D. Penn. Case No. 08-25286
      Chapter 11 Petition filed August 12, 2008
         See http://bankrupt.com/misc/pawb08-25286.pdf

In Re Armaan, L.L.C. dba Best Western
   Bankr. S.D. Ind. Case No. 08-09784
      Chapter 11 Petition filed August 13, 2008
         Filed as Pro Se

In Re San Jose Estates, LLC
   Bankr. D. Ariz. Case No. 08-10395
      Chapter 11 Petition filed August 13, 2008
         See http://bankrupt.com/misc/azb08-10395.pdf

In Re Robert Edgar Stark ans Sonya Alexandra Stark
   aka Sonya Kozned
   Bankr. D. S.C. Case No. 08-04874
      Chapter 11 Petition filed August 13, 2008
         See http://bankrupt.com/misc/scb08-04874.pdf

In Re Frank Nathaniel Williams
   Bankr. E.D. Va. Case No. 08-14843
      Chapter 11 Petition filed August 13, 2008
         See http://bankrupt.com/misc/vaeb08-14843.pdf

In Re Winners Motorsports, L.C.
   Bankr. D. Utah Case No. 08-25275
      Chapter 11 Petition filed August 13, 2008
         See http://bankrupt.com/misc/utb08-25275.pdf

In Re C & M Carriers, Inc.
   Bankr. M.D. Fla. Case No. 08-04821
      Chapter 11 Petition filed August 14, 2008
         See http://bankrupt.com/misc/flmb08-04821.pdf

In Re Epiphany Worldwide, LLC
   Bankr. M.D. Fla. Case No. 08-12266
      Chapter 11 Petition filed August 14, 2008
         See http://bankrupt.com/misc/flmb08-12266.pdf

In Re George Arospide, Jr.
   Bankr. N.D. Calif. Case No. 08-31513
      Chapter 11 Petition filed August 14, 2008
         See http://bankrupt.com/misc/canb08-31513.pdf

In Re Kenneth R. Wulff
   Bankr. N.D. Calif. Case No. 08-31509
      Chapter 11 Petition filed August 14, 2008
         See http://bankrupt.com/misc/canb08-31509.pdf

In Re Burke's Books of Park Ridge, LLC
   Bankr. N.D. Ill. Case No. 08-21356
      Chapter 11 Petition filed August 14, 2008
         See http://bankrupt.com/misc/ilnb08-21356.pdf

In Re Home Cinema & Sound, Inc.
   Bankr. N.D. Tex. Case No. 08-34039
      Chapter 11 Petition filed August 14, 2008
         See http://bankrupt.com/misc/txnb08-34039.pdf

In Re Nuova Roma, LLC
   Bankr. C.D. Calif. Case No. 08-22758
      Chapter 11 Petition filed August 14, 2008
         See http://bankrupt.com/misc/cacb08-bk-22758.pdf

In Re Stephen Parchem and Judy L. Parchem dba Parchem Sheet Metal
   Bankr. N.D. Tex. Case No. 08-34049
      Chapter 11 Petition filed August 14, 2008
         See http://bankrupt.com/misc/txnb08-34049.pdf

In Re Burns Distributing Co., Inc. dba Burns Builders
   Bankr. N.D. Ind. Case No. 08-12737
      Chapter 11 Petition filed August 14, 2008  
         See http://bankrupt.com/misc/innb08-12737.pdf

In Re Christopher Dale Carrier
   dba Carrier Concrete & Asphalt Paving
   Bankr. W.D. Penn Case No. 08-25349
      Chapter 11 Petition filed August 14, 2008
         See http://bankrupt.com/misc/pawb08-25349.pdf

In Re Con-Can
   Bankr. S.D. Tex. Case No. 08-20445
      Chapter 11 Petition filed August 14, 2008
         See http://bankrupt.com/misc/txsb08-20445.pdf

In Re James Alton Robinson and Dana Marie Robinson
   Bankr. E.D. Va. Case No. 08-72689
      Chapter 11 Petition filed August 14, 2008
         Filed as Pro Se

In Re Ramon Barrios Inc.
   Bankr. S.D. Tex. Case No. 08-50229
      Chapter 11 Petition filed August 14, 2008
         See http://bankrupt.com/misc/txsb08-50229.pdf

In Re Properties Creative LLC
   Bankr. D. Mass. Case No. 08-1607
      Chapter 11 Petition filed August 15, 2008
         Filed as Pro Se

In Re Tres Tigres Storage, LLC
   Bankr. N.D. Calif. Case No. 08-31514
      Chapter 11 Petition filed August 15, 2008
         Filed as Pro Se

In Re Louisville Road Properties, LLC
   Bankr. E.D. Ky. Case No. 08-30542
      Chapter 11 Petition filed August 15, 2008
         See http://bankrupt.com/misc/kyeb08-30542.pdf

In Re Marshall's Restaurant, LLC
   Bankr. E.D. Ky. Case No. 08-30543
      Chapter 11 Petition filed August 15, 2008
         See http://bankrupt.com/misc/kyeb08-30543.pdf

In Re Jean-Charles Enterprises, LLC
   Bankr. D. Conn. Case No. 08-50740
      Chapter 11 Petition filed August 15, 2008
         See http://bankrupt.com/misc/cnb08-50740.pdf

In Re Tommy Ralph Andrews and Barbara Clark Andrews
   Bankr. M.D. Ala. Case No. 08-11282
      Chapter 11 Petition filed August 15, 2008
         See http://bankrupt.com/misc/almb08-11282.pdf

In Re Outdoor Edge, LLC
   Bankr. D. Ariz. Case No. 08-10573
      Chapter 11 Petition filed August 15, 2008
         See http://bankrupt.com/misc/azb08-bk-10573.pdf

In Re Chalkboard of Sarasota, Inc.
   Bankr. M.D. Fla. Case No. 08-12357
      Chapter 11 Petition filed August 15, 2008
         See http://bankrupt.com/misc/flmb08-12357.pdf

In Re Gregory S. Newsome
   Bankr. N.D. Ill. Case No. 08-21425
      Chapter 11 Petition filed August 15, 2008
         See http://bankrupt.com/misc/ilnb08-21425.pdf

In Re John I. Chun
   Bankr. C.D. Calif. Case No. 08-22836
      Chapter 11 Petition filed August 15, 2008
         See http://bankrupt.com/misc/cacb08-22836.pdf

In Re JSOLO Corp.
   Bankr. N.D. Ill. Case No. 08-21531
      Chapter 11 Petition filed August 15, 2008
         See http://bankrupt.com/misc/ilnb08-21531.pdf

In Re Noah James Peery and Jennifer Lynn Peery
   Bankr. D. Ariz. Case No. 08-10570
      Chapter 11 Petition filed August 15, 2008
         See http://bankrupt.com/misc/azb08-10570.pdf

In Re Southern Medical Distributors, LLC
   Bankr. D. Ariz. Case No. 08-10590
      Chapter 11 Petition filed August 15, 2008
         See http://bankrupt.com/misc/azb08-10590.pdf

In Re Wardlow Building Group, Inc.
   Bankr. M.D. Fla. Case No. 08-07138
      Chapter 11 Petition filed August 15, 2008
         See http://bankrupt.com/misc/flmb08-07138.pdf

In Re Arizona Discount Marine, LLC
   Bankr. D. Ariz. Case No. 08-10635
      Chapter 11 Petition filed August 17, 2008
         See http://bankrupt.com/misc/azb08-bk-10635.pdf

In Re Jesse R Camp, Jr aka Rudy Camp
   Bankr. E.D. Okla. Case No. 08-81069
      Chapter 11 Petition filed August 17, 2008
         See http://bankrupt.com/misc/okeb08-81069.pdf

In Re Bumbalini's of Cape Cod, LLC
   Bankr. D. Mass. Case No. 08-16104
      Chapter 11 Petition filed August 18, 2008
         Filed as Pro Se

In Re Paul Joseph Petrozzo
   Bankr. W.D. Va. Case No. 08-71556
      Chapter 11 Petition filed August 18, 2008
         See http://bankrupt.com/misc/vawb08-71556.pdf

In Re Radhika Majumdar
   Bankr. D. Mass. Case No. 08-16119
      Chapter 11 Petition filed August 18, 2008
         See http://bankrupt.com/misc/masb08-16119.pdf

In Re Robert M. Fisher
   Bankr. S.D. Miss. Case No. 08-02414
      Chapter 11 Petition filed August 18, 2008
         See http://bankrupt.com/misc/mssb08-02414.pdf

In Re Soule Truck Service, Inc.
   Bankr. D. N.H. Case No. 08-12356
      Chapter 11 Petition filed August 18, 2008
         See http://bankrupt.com/misc/nhb08-12356.pdf

In Re Woodson D. Walker
   Bankr. E.D. Ark. Case No. 08-15010
      Chapter 11 Petition filed August 18, 2008
         See http://bankrupt.com/misc/areb08-15010.pdf

In Re Baldemar Escamilla and Gloria Irma Escamilla
   Bankr. C.D. Calif. Case No. 08-20563
      Chapter 11 Petition filed August 18, 2008
         See http://bankrupt.com/misc/cacb08-20563.pdf

In Re Floorz, Inc. dba Florz
   Bankr. D. N.J. Case No. 08-25571
      Chapter 11 Petition filed August 18, 2008
         See http://bankrupt.com/misc/njb08-25571.pdf

In Re Schaack Fabricating, Inc. dba Schaack Custom Cabinetry
   Bankr. N.D. N.Y. Case No. 08-32129-5
      Chapter 11 Petition filed August 18, 2008
         See http://bankrupt.com/misc/nynb08-32129-5.pdf

In Re 2361-73 Boston Street, LLC
   Bankr. D. Md. Case No. 08-20561
      Chapter 11 Petition filed August 18, 2008
         See http://bankrupt.com/misc/mdb08-20561.pdf

In Re ABC Entertainment, Inc.
   Bankr. N.D. Ga. Case No. 08-76034
      Chapter 11 Petition filed August 19, 2008
         Filed as Pro Se

In Re Frank Simms Black aka Frank S Black aka Frank Black
   Bankr. N.D. Calif. Case No. 08-31533
      Chapter 11 Petition filed August 19, 2008
         Filed as Pro Se
  
In Re John Daniel Cannon
   Bankr. S.D. Tex. Case No. 08-35397
      Chapter 11 Petition filed August 19, 2008
         See http://bankrupt.com/misc/txsb08-35397.pdf

In Re Christopher C. Stanich
   Bankr. M.D. Ga. Case No. 08-11333
      Chapter 11 Petition filed August 19, 2008
         See http://bankrupt.com/misc/gamb08-11333.pdf

In Re Glory Ministries, Inc.
   Bankr. W.D. Tenn. Case No. 08-28399
      Chapter 11 Petition filed August 19, 2008
         See http://bankrupt.com/misc/tnwb08-28399.pdf

In Re Richard A. DeHabey
   Bankr. N.D. Ind. Case No. 08-12789
      Chapter 11 Petition filed August 19, 2008
         See http://bankrupt.com/misc/innb08-12789.pdf

In Re T-Lex, Inc., t/a Alex's Pizzeria
   Bankr. D. N.J. Case No. 08-25610
      Chapter 11 Petition filed August 19, 2008
         See http://bankrupt.com/misc/njb08-25610.pdf

                             *********

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
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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-
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for the term of the initial subscription or balance thereof are
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