TCR_Public/080825.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 25, 2008, Vol. 12, No. 202           

                             Headlines

AFC ENTERPRISES: July 13 Balance Sheet Upside-Down by $44.8MM
ALYN HOLDINGS: Chapter 11 Case Summary & 60 Largest Creditors
AMERICAN COLOR: Files Supplementary Joint Prepackaged Plan
Vertis Holdings, Inc., and ACG Holdings, Inc., and their debtor-
AMERICAN COLOR: Terms of Employment for PwC as Information Officer

AMERICAN COLOR: Can Hire AlixPartners as Restructuring Advisors
AMERICAN COLOR: Court Approves Kirland & Ellis as Lead Counsel
AMERICAN COLOR: Court Okays Young Conaway as Bankruptcy Co-Counsel
AMERICAN HOME: Declining Market Prompts Moody's to Review Ratings
ARTISTDIRECT INC: Pulier and Boutros Ghali Resign as Directors

ASCENDIA BRANDS: To Hold Auction on September 18
BAKER STREET: Fitch Withdraws Ratings on 20 Note Classes
BEAR STEARNS: Moody's Junks Eight Class Certificates' Ratings
BEAR STEARNS: Foreclosures Cue Moody's to Review Low-B Ratings
BLUEGRASS ABS: Fitch Cuts and Removes from RWN 7 Classes of Notes  

BUTCHER BOY: To Stay Open and Pay Obligations
CALPINE CORP: Panda Energy to Appeal Decision Barring $200MM Claim
CGCMT 2007: Fitch Affirms B- Rating on $5.9 Million Class Q Cert.
CHARYS HOLDING: Files Joint Plan of Reorganization w/ Non-debtors
CHARYS HOLDING: Can Use Cash Collateral to Pay Off Expired Claims

CITADEL BROADCASTING: Moody's Rates $2.3 Bil. Senior Loans Ba3
CITIGROUP COMM: Moody's Rates $28.2 Mil. Class Certs. Low-B
CITY CROSSING: Reaches Deal on Debt for $2BB Project
CLIFTON STREET: Fitch Withdraws Ratings on Classes of Certificates
CONSECO INC: Moody's Lowers Bank Debt's Rating From Ba3 to B1

CPG INT'L: Moody's Confirms 61% Sr. Unsec. Note's Rating at B3
CSFB MORTGAGE: Fitch Holds B Rating for $4.7MM Class O Certs.
CREDIT AND REPACKAGED: Moody's Puts Three Tranche Notes at Low-B
CSFB MORTGAGE: Fitch Cuts Pass-Through Classes of Certificates
CSFB MORTGAGE: Moody's Junks Class B Certificate's Ratings

DELTA FINANCIAL: Has Until September 15 to File Chapter 11 Plan
DORSET STREET: Fitch Withdraws Ratings on Nine Classes of Notes
DYNASTY OIL: Barred from Filing Case Against Bankruptcy Manager
EAGLE CREEK: Wants Noteholder Committee Appointed
ELECTROHOME LTD: Shareholders to Consider Plan on September 11

ELLIOTT OUTDOORS: Files for Chapter 11 Bankruptcy
ENHANCED MORTGAGE: Fitch Cuts and Drops Ratings on 4 Cert. Classes
FANNIE MAE: Looks to Refinance $225 Billion by End of Sept. 2008
FOAMEX INTERNATIONAL: Unable to Toss Out ERISA Class Action Claims
FOAMEX LP: Moody's Confirms $55 Mil. Senior Loan's Rating at Caa1

FOREST CITY: Units Completes $167 Million Construction Financing
FOURTH STREET: Fitch Lowers Ratings for Eight Classes of Notes
FREDDIE MAC: Looks to Refinance $225 Billion by End of Sept. 2008
FRONTIER AIRLINES: Shareholder Says Equity Has Been Neglected
FRONTIER AIRLINES: Posts $57MM Net Loss in Quarter Ended June 30

FRONTIER AIRLINES: Teamsters Balk at Request for Protective Order
GEMINI AIR: Commences Chapter 7 Liquidation Proceedings
GSC CAPITAL: Moody's Junks Three Class Certificates' Ratings
GUILDERLAND LTC: Case Summary & 21 Largest Unsecured Creditors
HAIGHTS CROSS: June 30 Balance Sheet Upside-Down by $140.3 Million

HINES HORTICULTURE: Taps Epiq Bankruptcy as Claims Agent
IAC/INTERACTIVE: Moodys Rates 7% Senior Unsecured Notes at Ba3
IAC/INTERACTIVECORP: S&P Affirms 'BB' Rating; Off Watch
ICFQ DESARROLLOS: Wants to Employ Charles Cuprill as Counsel
INDUSTRIAL DEVELOPMENT: Fitch Affirms BB Rating on $8.37MM Bonds

INTERMET CORP: Obtains Interim Approval to Use Cash Collateral
ISONICS CORP: Losses Cue Hein & Associates' Going Concern Doubt
JOHNSTON SHIELD: Wants to Hire Sierra Consulting as Bankr. Counsel
JUMA TECH: Seligson & Giannattasio Expresses Going Concern Doubt
JUPITER HIGH: Fitch Cuts Rating for Seven Classes of Certificates

LA BONITA: Gets Initial Approval to Use SunTrust's Cash Collateral
LEHMAN BROTHERS: Fitch Lowers B+ Rating for $9.2MM Class N Cert
LEINER HEALTH: Judge Carey Approves Disclosure Statement

                             *********

AFC ENTERPRISES: July 13 Balance Sheet Upside-Down by $44.8MM
-------------------------------------------------------------
AFC Enterprises Inc.'s consolidated balance sheet at July 13,
2008, showed $145.2 million in total assets, and $190.0 million in
total liabilities, resulting in a $44.8 million shareholders'
deficit.

At July 13, 2008, the company's consolidated balance sheet also
showed strained liquidity with $42.9 million in total current
assets available to pay $53.2 million in total current
liabilities.

Net income was $6.6 million for the fiscal second quarter ended
July 13, 2008, compared to $6.6 million last year.  

Total system-wide sales increased by 1.5 percent.  This increase
in system-wide sales was comprised of a 1.4 percent increase in
franchisee restaurant sales to $387.4 million (which are not
recorded as revenue by the company), and a 3.9 percent increase in
company-operated restaurant sales to $18.8 million.

Total domestic same-store sales decreased 1.7 percent compared to
a decrease of 2.1 percent last year, and total global same-store
sales decreased 1.4 percent compared to a decrease of 1.7 percent
last year.  Same-store sales performance continues to be impacted
by lower transactions as traffic continues to slow due to
challenges in the economy and to industry-wide pricing increases
to offset rising commodity costs.

Total revenues were $39.3 million, compared to $38.3 million last
year.  This increase was comprised of approximately $800,000 from
new openings of company-operated restaurants in the Atlanta and
Tennessee markets, $600,000 from the timing of temporary
restaurant closures primarily in New Orleans, and $700,000
primarily from royalties and fees from new franchised restaurants,
partially offset by a $900,000 decrease in same-store sales.

Company-operated restaurant expenses for food, beverages and
packaging as a percentage of sales were 35 percent compared to 34
percent last year, increasing primarily due to commodity costs for
chicken, wheat and shortening.  Restaurant employee, occupancy and
other expenses as a percentage of sales were 53 percent compared
to 51 percent last year, increasing primarily due to utilities and
insurance related reserves.

General and administrative expenses were $12.0 million, or 3.0
percent of system-wide sales, compared to $9.5 million, or 2.4
percent of system-wide sales last year.  This increase was due
primarily to costs of new management talent and non-recurring
marketing and menu professional fees.

Other income was $3.8 million, which includes a net favorable
settlement of a $12.3 million related to a director and officers
insurance claim and an $8.1 million impairment charge associated
with the the negotiation of definitive agreements to refranchise
and sell company-operated restaurant assets in Atlanta, Georgia
and Nashville, Tennessee.

Second quarter year-to-date EBITDA was $29.9 million, including
$5.1 million for other non-operating income, at a margin of
32.3 percent of total revenues, compared to last year's EBITDA of
$29.4 million, at a margin of 32.9 percent.  

Operating profit was $12.9 million, compared to $12.7 million last
year.

Income tax expense was $4.4 million, an effective tax rate of 40.0
percent, compared to an effective tax rate of 38.3 percent last
year.

Cheryl Bachelder, AFC chief executive officer, stated, "We were
pleased with our earnings performance for the second quarter.  Our
same-store sales continue to be impacted by the current economic
environment; however, we believe our marketing and messaging
helped us during the quarter as our comparable sales performance
continued to outpace the chicken QSR segment.  As we move into the
second half of this year, we are excited to be rolling-out three
new menu platforms designed to generate incremental sales with a
focus on portability, value, and lunch occasions."

The company said its second quarter year-to-date free cash flow
remains strong at $16.8 million, including $5.1 million for other
non-operating income, compared to $15.4 million last year.  

The company recorded an additional $2.3 million payment for the
final installment related to the company's previously announced
accelerated stock repurchase program which was completed on
July 7, 2008.  Second quarter year-to-date, the company
repurchased 2.1 million shares of common stock for $18.9 million.
Under the terms of its current credit facility, the company has
the ability to repurchase an additional $19.3 million of shares
during fiscal year 2008.  As of Aug. 8, 2008, there were
approximately 25.2 million shares of the company's common stock
outstanding.

Effective June 30, 2008, through June 30, 2010, the company
entered into an interest rate swap agreement on an amount of
$100.0 million.  The effect of the agreement is to limit interest
rate exposure on this portion of the 2005 Credit Facility to a
fixed rate of 4.87 percent, compared to 6.40 percent on the
previous interest rate swap agreement.

The Popeyes system opened 32 new restaurants, including 17 units
domestically and 15 units internationally, compared to 24 new
restaurants last year, and reported 31 permanent restaurant
closures.

On a system-wide basis, Popeyes had 1,901 units operating at the
end of the second quarter, compared to 1,878 units last year.
Total unit count was comprised of 1,576 domestic units and 325
international units in 25 foreign countries and two territories.
Of this total, 1,834 were franchised and 67 were company-operated
restaurants.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 13, 2008, are available for
free at http://researcharchives.com/t/s?3114

                   About AFC Enterprises Inc.

Headquartered in Atlanta, Georgia, AFC Enterprises Inc. (Nasdaq:
AFCE) -- http://www.afce.com/-- is the franchisor and operator of  
Popeyes(R) restaurants.  As of July 13, 2008, Popeyes had 1,901
restaurants in the United States, Puerto Rico, Guam and 25 foreign
countries.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 4, 2008,
Moody's Investors Service assigned a Speculative Grade Liquidity
rating of SGL-3 to AFC Enterprises Inc., indicating Moody's
belief that the company should maintain adequate liquidity over
the upcoming four quarters.


ALYN HOLDINGS: Chapter 11 Case Summary & 60 Largest Cr ditors
-------------------------------------------------------------
Lead Debtor: Alyn Holdings, LLC
             2736 Meadow Church Rd., Ste. 225
             Duluth, GA 30097

Bankruptcy Case No.: 08-76028

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        PHX Home Products, LLC                     08-76029
        PHX Construction, LLC                      08-76030
        PHX Charlotte, LLC                         08-76032

Chapter 11 Petition Date: August 19, 2008

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtors' Counsel: Chris D. Phillips, Esq.
                     Email: cphillips@lcsenlaw.com
                  G. Frank Nason, IV, Esq.
                     Email: FNason@LCSENlaw.com
                  Lamberth, Cifelli, Stokes, Ellis & Nason
                  3343 Peachtree Rd. N.E., Ste. 550
                  Atlanta, GA 30326-1022
                  Tel: (404) 495-4475, (404) 262-7373
                  Fax: (404) 262-9911

Alyn Holdings, LLC's Financial Condition:

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

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

A. Alyn Holdings, LLC's did not have any creditors who are not
   insiders.
      
B. A copy of PHX Home Products, LLC's petition is available for
   free at:

         http://bankrupt.com/misc/ganb08-76029.pdf

C. A copy of PHX Construction, LLC's petition is available for
   free at:

         http://bankrupt.com/misc/anb08-76030.pdf

D. A copy of PHX Charlotte, LLC's petition is available for
   free at:

         http://bankrupt.com/misc/ganb08-76032.pdf


AMERICAN COLOR: Files Supplementary 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 were due August 19.

                     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.

                  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.


AMERICAN COLOR: Terms of Employment for PwC as Information Officer
------------------------------------------------------------------
Simultaneous with their Chapter 11 cases, ACG Holdings, Inc., and
American Color Graphics, Inc., commenced ancillary proceedings in
the Ontario Superior Court of Justice in Canada under the
Companies' Creditors Arrangement Act, seeking recognition of
their Chapter 11 cases.

As reported on July 30, 2008, the Canadian Court appointed
PricewaterhouseCoopers Inc. as ACG's information officer in the
Debtor's CCAA proceedings.  PwC is tasked to report to the
Canadian Court the status of the ACG Debtors' Chapter 11 cases
from time to time.

Pursuant to the Canadian Court's Appointment Order, the ACG
Debtors seek the Bankruptcy Court's authority to employ PwC as
their information officer.

According to Patrick W. Kellick, ACG's executive vice president,
chief financial officer and secretary,  PwC's involvement in many
of the largest restructurings and bankruptcies in Canada over
qualifies it to render information services to the ACG Debtors.

As ACG's Information Officer in connection with the CCAA
Proceedings, PwC will:

   -- review the status of the ACG Debtors' Chapter 11 cases,
      provide reports to the Canadian Court; and make
      recommendations to the Canadian Court, as may be necessary;

   -- coordinate with the ACG Debtors and other parties-in-
      interest with respect to any inquiries the firm receives
      from ACG's stockholders, among others, in connection with
      the U.S. and Canadian Court Proceedings; and

   -- perform other duties as the Canadian Court may direct.

PwC bills for its services according to these hourly rates:

           Professional              Hourly Rate                
           ------------              -----------
           Senior vice president        C$700
           Vice president               C$525
           Manager                      C$400
           Senior associate             C$300
           Administrative personnel     C$150

PwC will also bill the ACG Debtors for necessary out-of-pocket
expenses it incurs, including costs incurred by the firm's
independent legal counsel in Canada.

PwC will have no management responsibility or control over the
ACG Debtors' operations and will take no responsibility for any
of their decisions.

PwC Senior Vice President John McKenna assures the Court that his
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

                  About American Color Graphics

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

The company 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.


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

As previously reported in the Troubled Company Reporter on Aug.
12, 2008, the Debtors sought authority from the Court to employ
AlixPertners.

As restructuring advisors, AlixPartners is expected to assist the
Debtors in:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  About American Color Graphics

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

The company 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.


AMERICAN COLOR: Court Approves Kirland & Ellis as Lead Counsel
--------------------------------------------------------------
ACG Holdings, Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Kirkland & Ellis LLP, as their lead attorneys.

Kirkland & Ellis will, among other things:

   (a) advise the ACG Debtors with respect to their powers and
       duties in the continued management and operation of their
       business and properties;

   (b) negotiate and prepare, on behalf of the Debtors -- and
       obtain approval of -- a disclosure statement and
       confirmation of a Chapter 11 plan;

   (c) represent the ACG Debtors in connection with obtaining
       postpetition financing; and, advise them regarding tax
       matters;

   (d) attend meetings and negotiate with representatives of the
       creditors and other parties-in-interest;

   (e) advise the ACG Debtors in connection with any potential
       sale of assets; and

   (f) appear before the Court -- and any appellate courts -- to
       represent the interests of the Debtors' estates and take
       all necessary actions to protect and preserve those
       interests;

The ACG Debtors also agreed to pay Kirkland & Ellis in accordance
with the firm's customary hourly rates:

   Professional                     Hourly Rates
   ------------                     ------------
   Partners                         $500 to $975
   Of Counsel                       $380 to $870
   Associates                       $275 to $595
   Paraprofessionals                $120 to $260

The firm's Paul M. Basta and Ray C. Schrock are the professionals
tasked to have primary responsibility for providing services to
the ACG Debtors.

Mr. Kellick informed the Court that as of bankruptcy filing, the
ACG Debtors have advanced Kirkland & Ellis its retainer on
several occasions, totaling $763,597.

Paul M. Basta, a partner at Kirkland & Ellis, assured the Court
that his firm is a "disinterested person", as defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

                  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.


AMERICAN COLOR: Court Okays Young Conaway as Bankruptcy Co-Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
authority to ACG Holdings Inc. and its debtor-affiliates to employ
Young Conaway Stargatt & Taylor, LLP, as their co-counsel.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  About American Color Graphics

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

The company 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.


AMERICAN HOME: Declining Market Prompts Moody's to Review Ratings
-----------------------------------------------------------------
Moody's Investors Service placed on review the ratings of twelve
tranches from two American Home Mortgage transactions issued in
2007.  The collateral backing these transactions consists
primarily of first lien adjustable-rate and fixed-rate "scratch
and dent" mortgage loans.

Complete rating actions are:

Issuer: American Home Mortgage Investment Trust 2007-SD1

  -- Cl. IV-A, Current rating Aaa, on review for possible
     downgrade

  -- Cl. IV-M-1, Current rating Aa2, on review for possible
     downgrade

  -- Cl. IV-M-2, Current rating A2, on review for possible
     downgrade

  -- Cl. IV-M-3, Current rating Baa2, on review for possible
     downgrade

  -- Cl. IV-M-4, Current rating Ba2, on review for possible
     downgrade

  -- Cl. IV-M-5, Current rating B2, on review for possible
     downgrade

Issuer: American Home Mortgage Assets Trust 2007-SD2

  -- Cl. A, Current rating Aaa, on review for possible downgrade
  -- Cl. M-1, Current rating Aa2, on review for possible downgrade
  -- Cl. M-2, Current rating A2, on review for possible downgrade
  -- Cl. M-3, Current rating Baa2, on review for possible
     downgrade
  -- Cl. M-4, Current rating Ba2, on review for possible downgrade
  -- Cl. M-5, Current rating B2, on review for possible downgrade

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


ARTISTDIRECT INC: Pulier and Boutros Ghali Resign as Directors
--------------------------------------------------------------
Eric Pulier and Teymour Boutros-Ghali resigned as directors of
ARTISTdirect, Inc. on August 12, 2008.  

Messrs. Pulier and Boutros-Ghali indicated that they jointly plan
to explore the possible acquisition of the company's MediaDefender
subsidiary.  MediaDefender's core business is Internet-piracy-
protection services.

                    About ARTISTdirect Inc.

Headquartered in Santa Monica, California, ARTISTdirect Inc.
(OTC.BB: ARTD) -- http://artistdirect.com/-- is a digital media    
entertainment company that is home to an online music network and,
through its MediaDefender subsidiary, is a provider of anti-piracy
solutions in the Internet-piracy-protection industry.  

          Going Concern Disclaimer/Possible Bankruptcy

Gumbiner Savett Inc. in Santa Monica, Calif., expressed
substantial doubt about Artistdirect Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.
The auditing firm said that the company is in default under its
senior and subordinated debt agreements.

During 2007 and 2008, the company entered into a series of
forbearance agreements with the investors in the senior notes with
respect to these defaults.

On Feb. 7, 2008, the company retained the services of Salem
Partners LLC to serve as a financial advisor to the company in
connection with the sale, merger, consolidation, reorganization or
other business combination and the restructuring of the material
terms of the company's senior notes and/or subordinated
convertible notes.  

To the extent that the company is unable to complete a sale or
merger or restructure its senior and subordinated debt obligations
in a satisfactory manner or the lenders begin to exercise
additional remedies to enforce their rights, the company said it
will not have sufficient cash resources to maintain its
operations.  In such event, the company may be required to
consider a formal or informal restructuring or reorganization,
including a filing under Chapter 11 of the United States
Bankruptcy Code.


ASCENDIA BRANDS: To Hold Auction on September 18
------------------------------------------------
Ascendia Brands Inc. and their debtor-affiliates are set to hold a
public sale of their assets on Sept. 18, 2008, at 10:00 a.m. at
the offices of Kramer Levin Naftalis & Frankel LLP at 1177 Avenue
of the Americas in New York City.  

Bids are due Sept. 15, 2008, at 4:00 p.m.

The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware will hold a sale hearing on Sept. 24, 2008,
at 1:30 p.m.

William Rochelle of Bloomberg News says that the Debtors have not
signed an sale agreement with any buyer.  Mr. Rochelle noted that
the sale is about a week later than what the Debtors originally
requested.  Mr. Rochelle adds that creditors have opposed to the
sale saying it won't benefit them but "amounts to a foreclosure by
the secured creditor."

The Troubled Company Reporter said on Aug. 6, 2008, that in
conjunction with the Debtors' bankruptcy filing, they are seeking
a buyer for the business as a going concern.  The Debtors are in
talks with prospective buyers and expects to complete a sale by
Sept. 30, 2008.  The Debtors, however, warned that it do not
expect that the sale will result in any recovery to common
stockholders.

                       About Ascendia Brands

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- makes and sells branded consumer
products primarily in North America and over 80 countries as well.  
The company's customers include Walmart, Walgreens, Kmart, Meijer
Stores, Target, and CVS.  The company and six of its affiliates
filed for Chapter 11 protection on Aug. 5, 2008 (Bankr. D. Del.
Lead Case No.08-11787).  M. Blake Cleary, Esq., at Young, Conaway,
Stargatt & Taylor, represents the Debtors in their restructuring
efforts.  The Debtors selected Epiq Bankruptcy Solutions LLC as
their claims agent.  When the Debtors file for protection against
their creditors, they listed total assets of $194,800,000 and
total total debts of $279,000,000.


BAKER STREET: Fitch Withdraws Ratings on 20 Note Classes
--------------------------------------------------------
Fitch Ratings has withdrawn the ratings on these classes of Baker
Street Finance Limited, effective immediately:

  -- EUR137,500,000 class A-1a 'A';
  -- EUR110,000,000 class A-1b 'BBB';
  -- EUR92,400,000 class A-1c 'BB';
  -- EUR90,200,000 class A2 'B';
  -- EUR89,100,000 class B 'CCC';
  -- EUR68,750,000 class C 'CC';
  -- EUR55,000,000 class D 'CC';
  -- EUR39,600,000 class E 'CC';
  -- EUR24,200,000 class F 'CC';
  -- EUR22,000,000 class G 'CC';
  -- EUR19,250,000 class H 'CC';
  -- US$8,400,000 class A1 'BB';
  -- US$8,200,000 class A2 'B';
  -- US$8,100,000 class B 'CCC';
  -- US$6,250,000 class C 'CC';
  -- US$5,000,000 class D 'CC';
  -- US$3,600,000 class E 'CC';
  -- US$2,200,000 class F 'CC';
  -- US$2,000,000 class G 'CC';
  -- US$1,750,000 class H 'CC'.

The issuer disclosed noteholder approval of an amendment removing
Fitch as a rating agency from certain documents of the
transaction. As a result of this amendment, Fitch does not expect
to receive future reporting for this transaction.

Fitch's policy on withdrawing ratings is to take into
consideration whether it has access to sufficient information in
assessing the credit quality of the notes.  If Fitch decides to
cease providing ratings, it will withdraw the ratings using the
most current methodology and opinion on the credit risk of the
notes.  In this case, Fitch has decided to withdraw its ratings on
these notes.

Fitch released its updated criteria for corporate CDOs on
April 30, 2008.


BEAR STEARNS: Moody's Junks Eight Class Certificates' Ratings
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 43
tranches from 3 Alt-A transactions backed by SunTrust originated
mortgage loans.  Nine tranches were placed on review for possible
further downgrade.  The collateral backing these transactions
consists primarily of first-lien, fixed-rate, Alt-A mortgage
loans.

Complete rating actions are:

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-ST1

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

Issuer: SunTrust Alternative Loan Trust 2006-1F

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

  -- Cl. I-A-2, Downgraded to B2 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-A-3, Downgraded to B2 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-A-4, Downgraded to B3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-A, Downgraded to B1 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. III-A, Downgraded to B1 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. III-S, Downgraded to B1 from Aaa; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. X, Downgraded to B1 from Aaa; Placed Under Review for
     further Possible Downgrade

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

Issuer: SunTrust Alternative Loan Trust, Series 2005-1F

  -- Cl. 1-A-1, Downgraded to Aa1 from Aaa
  -- Cl. 1-A-2, Downgraded to Aa1 from Aaa
  -- Cl. 1-A-3, Downgraded to Aa1 from Aaa
  -- Cl. 1-A-4, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-5, Downgraded to Ba1 from Aaa
  -- Cl. 1-A-6, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-7, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-8, Downgraded to Ba1 from Aaa
  -- Cl. 1-IO, Downgraded to Aa1 from Aaa
  -- Cl. 2-A-1, Downgraded to Baa3 from Aaa
  -- Cl. 2-A-2, Downgraded to Ba1 from Aaa
  -- Cl. 2-A-3, Downgraded to Aa1 from Aaa
  -- Cl. 2-A-4, Downgraded to Ba2 from Aaa
  -- Cl. 2-A-5, Downgraded to Ba1 from Aaa
  -- Cl. 2-A-6, Downgraded to Ba1 from Aaa
  -- Cl. 2-A-7, Downgraded to Ba1 from Aaa
  -- Cl. 2-A-8, Downgraded to Ba1 from Aaa
  -- Cl. 3-A-1, Downgraded to Ba1 from Aaa
  -- Cl. 4-A-1, Downgraded to Ba1 from Aaa
  -- Cl. CB-IO, Downgraded to Aa1 from Aaa
  -- Cl. X-PO, Downgraded to Ba1 from Aaa

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


BEAR STEARNS: Foreclosures Cue Moody's to Review Low-B Ratings
--------------------------------------------------------------
Moody's Investors Service placed on review the ratings of two
tranches issued by Bear Stearns Asset Backed Securities I Trust
2004-BO1.  The collateral backing this transaction consists
primarily of first lien adjustable-rate and fixed-rate "scratch
and dent" mortgage loans.

Complete rating actions are:

Issuer: Bear Stearns Asset Backed Securities I Trust 2004-BO1

  -- Cl. M-7, Current rating Ba2, on review for possible downgrade
  -- Cl. M-8, Current rating B3, on review for possible downgrade

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


BLUEGRASS ABS: Fitch Cuts and Removes from RWN 7 Classes of Notes  
-----------------------------------------------------------------
Fitch downgrades and removes from Rating Watch Negative seven
classes of notes issued by Bluegrass ABS CDO III Ltd.  These
rating actions are effective immediately:

  -- $162,865,123 class A-1 notes to 'BB' from 'BBB';
  -- $49,000,000 class A-2 notes to 'CCC' from 'BBB-';
  -- $27,000,000 class B notes to 'CC' from 'BB+';
  -- $13,599,816 class C notes to 'C' from 'B';
  -- $6,871,272 class D-1 notes to 'C' from 'CCC';
  -- $3,424,007 class D-2 notes to 'C' from 'CCC';
  -- $4,970,682 combination securities to 'C' from 'CCC'.

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

Bluegrass III is a cash flow SF CDO that closed on Sept. 15, 2004
and is managed by Invesco Institutional N.A. Inc.  Presently,
22.8% of the portfolio is comprised of 2005, 2006 and 2007 vintage
U.S. subprime RMBS, and 7.9% consists of 2005, 2006 and 2007
vintage U.S. SF CDOs.

Since Nov. 21, 2007, approximately 45.0% of the portfolio has been
downgraded with 11.7% of the portfolio currently on Rating Watch
Negative. Additionally, 41.0% of the portfolio is now rated below
investment grade, of which 23.9% of the portfolio is rated 'CCC+'
and below.  Overall, 30.6% of the assets in the portfolio now
carry a rating below the rating assumed in Fitch's November 2007
review.

The collateral deterioration has caused each of the
overcollateralization ratios to fall below 100% and fail their
respective tests.  As of the trustee report dated June 30, 2008,
the class A/B OC ratio was 86.1%, relative to its trigger of
107.9%.  The class C, D-1 and D-2 notes have been paying in kind,
whereby the principal balance of the notes are written up by the
amount of missed interest, since December 2007.  Based on the
projected performance of the portfolio, Fitch does not expect the
C, D-1, D-2 and combination notes to receive any interest or
principal proceeds going forward.

The ratings of the class A-1, A-2 and B notes address the timely
receipt of scheduled interest payments and the ultimate receipt of
principal as per the transaction's governing documents.  The
ratings of the class C, D-1, and D-2 notes address the ultimate
receipt of interest payments and ultimate receipt of principal as
per the transaction's governing documents.  The rating of the
combination securities addresses the likelihood that investors
will receive the combination security notional balance, well as
ultimate payments resulting in a 2% coupon.

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.


BUTCHER BOY: To Stay Open and Pay Obligations
---------------------------------------------
Butcher Boy, which filed for Chapter 11 bankruptcy in July, won't
be closing anytime soon, according to co-owner and chef Clint
Jolly.

"We've been here for 30 years; we'll be here another 130 years,"
he said, according to the report.  He emphasized the company's
commitment to stay open and pay "everybody."

Based in Sparks, NV, Butcher Boy Meat, Deli & Catering, Inc. --
http://www.butcherboy.us/-- opened in 1974.  The Debtor retails  
food and meat products.  It filed for bankruptcy protection on
July 25, 2008 (Bankr. D. Nev., Case No.: 08-51266)


CALPINE CORP: Panda Energy to Appeal Decision Barring $200MM Claim
------------------------------------------------------------------
According to Bankruptcy Law360, Panda Energy International Inc.
will appeal a decision by a bankruptcy judge that denies the
company's $200 million in claims against Calpine Corp. over a
contract related to Panda power plants.

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of January 31, 2008.


CGCMT 2007: Fitch Affirms B- Rating on $5.9 Million Class Q Cert.
-----------------------------------------------------------------
Fitch has affirmed CGCMT 2007-C6 Mortgage Trust, commercial
mortgage pass-through certificates, as:

  -- $148.1 million class at A-1 'AAA';
  -- $259.0 million class A-2 at 'AAA';
  -- $387.0 million class A-3 at 'AAA';
  -- $126.3 million class A-3B at 'AAA';
  -- $140.0 million class A-SB at 'AAA';
  -- $1.573 billion class A-4 'AAA';
  -- $200.0 million class A-4FL at 'AAA';
  -- $488.1 million class A-1A at 'AAA';
  -- $425.6 million class A-M at 'AAA';
  -- $50.0 million class A-MFL at 'AAA';
  -- $248.3 billion class A-J at 'AAA';
  -- $150.0 million class A-JFL at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $23.8 million class B at 'AA+;
  -- $71.3 million class C at 'AA';
  -- $35.7 million class D at 'AA-';
  -- $29.7 million class E at 'A+';
  -- $35.7 million class F at 'A';
  -- $47.6 million class G at 'A-';
  -- $53.5 million class H at 'BBB+';
  -- $65.4 million class J at 'BBB';
  -- $53.5 million class K at 'BBB-';
  -- $11.9 million class L at 'BB+';
  -- $11.9 million class M at 'BB';
  -- $17.8 million class N at 'BB-';
  -- $11.9 million class O at 'B+';
  -- $5.9 million class P at 'B';
  -- $5.9 million class Q at 'B-'.

Fitch does not rate the $71.3 million class S certificates.

The affirmations reflect limited scheduled amortization and stable
performance since issuance.  As of the July 2008 distribution date
the transaction's outstanding principal balance has been reduced
by 0.2% to $4.75 billion from $4.76 billion at issuance.

Two loans, representing 0.2% of the pool, are currently in special
servicing.  The first loan (0.17%) is collateralized by an
extended stay hotel in Pensacola, Florida.  The property had been
a major provider of off-base housing for the military until
August 2007, when the Navy notified the borrower that it had
sufficient on-base housing.  Losses are likely, but they are
expected to be minimal and not impact credit enhancement.

The second specially serviced loan (0.04%) is secured by a retail
center in Arlington, Texas.  The loan was transferred to the
special servicer due to the borrower failing to make debt payments
for the months of June and July.  Losses are likely, but they are
not expected to impact credit enhancement given the loan's size
relative to the trust.

Fitch reviewed year-end 2007 operating statement analysis reports
for the transaction's three shadow rated loans (3.9%): Ala Moana
Portfolio (2.1%), IAC - CA & WA Industrial Portfolio (1%), and IAC
- OR Industrial Portfolio (0.7%).  The loans are performing as
expected and maintain their investment grade shadow ratings.

The largest shadow rated loan, Ala Moana Portfolio (2.1%), is
secured by the fee interest in a 1.9 million sf retail and office
development in Honolulu, Hawaii.  Ala Moana Center is one of the
most productive retail assets in the nation, with sales for in-
line tenants consistently exceeding $1,000 per square foot.  The
retail portion of the collateral is occupied by nearly
275 tenants, while the office portion is occupied by 184 tenants.
The mall is sponsored and operated by General Growth Properties.
Occupancy as of December 2007 was 94%, inline with 93.5% at
issuance.


CHARYS HOLDING: Files Joint Plan of Reorganization w/ Non-debtors
-----------------------------------------------------------------
Charys Holding Company, Inc. and Crochet & Borel Services, Inc.,  
along with their non-debtor affiliates, Complete Tower Sources,
Inc., LFC, Inc., Mitchell Site Acq., Inc., and Cotton Commercial
USA, Inc., filed the Joint Plan of Reorganization of Debtors and
Certain Non-debtor Affiliates under Chapter 11 of the Bankruptcy
Code with the U.S. Bankruptcy Court for the District of Delaware
on August 4, 2008.

The Plan is being jointly proposed by the Debtors and the
Affiliated Plan Proponents.  As such, in addition to the claims
and interests of the creditors and equity security holders of the
Debtors, the Plan also addresses the claims of the holders of the
8.75% Senior Convertible Notes against the Affiliated Plan
Proponents which have guaranteed such claims.  

The Plan provides for the creation of a new holding company which,
following certain restructuring transactions described in the
Plan, will hold virtually all of the common stock of each of the
Affiliated Plan Proponents.  Upon consummation of the Plan, the
equity interests in New Holdco will be held by the holders of the
8.75% Senior Convertible Notes (in the outstanding amount of
approximately $210 million as of the Commencement Date), the
holders of similar notes issued by Charys Holding (in the
outstanding amount of approximately $8 million as of' the
Commencement Date), and by the Charys Liquidating Trust.  

Additionally, New Holdco will issue new secured notes to the
holders of the 8.75% Senior Convertible Notes and the Mirror
Notes.  The New Secured Notes will have an aggregate face amount
of $20 million, pay interest at a rate of 15% per annum, and
mature four years from issuance.

Pursuant to the Plan, all assets of Charys Holding, including the
equity interests in the Affiliated Plan Proponents received by
Charys Holding on account of certain intercompany claims (which
would be exchanged for approximately 6% of the outstanding equity
interests in New Holdco), will he transferred to a liquidating
trust for the benefit of the creditors of Charys Holding.  

Other than the equity interests in New Holdco, these assets
consist primarily of potential litigation claims that Charys
Holding’s estate holds against third parties.  The holders of
Subordinated Debt Claims against Charys Holding and holders of
existing stock of Charys Holding will receive no distribution
pursuant to the Plan on account of their claims or interests, and
such claims and interests will be extinguished under the Plan.

All assets of C&B will be transferred to a liquidating trust for
the benefit of the creditors of C&B.  The holders of the 8.75%
Senior Convertible Notes are waiving their right to share, with
holders of general unsecured claims against C&B, in the
distributions from the C&B Liquidating Trust.  The assets of the
C&B Liquidating Trust will consist primarily of outstanding
accounts receivable of C&B.  The holders of the 8.75% Senior
Convertible Notes will receive no distribution from C&B or the C&B
Liquidating Trust on account of their claims.  

There are various claims which are secured by or otherwise have
prior interests in the accounts receivable of C&B and such claims
are to be paid before any distribution will he made from the C&B
Liquidating Trust to holders of general unsecured claims against
C&B.

The following is a brief summary of the proposed distributions to
be made under the Plan to the various classes of claims and equity
interests.

  -- Administrative expense claims and other claims entitled to
     priority in payment under the Bankruptcy Code largely will he
     paid in full.

  -- Any secured claim against Charys Holding or C&B will be paid
     in full or receive the proceeds of the collateral securing
     such claim.

  -- The claims against Charys Holding (other than the Mirror
     Notes) held by the sellers of certain businesses to Charys
     Holding consisting of what is now CTSI, MSAI and Cotton, will
     enter into settlement agreements with Charys Holding pursuant
     to which the parties will mutually release claims and new
     employment agreements will be entered into.

  -- The holders of the 8.75% Senior Convertible Notes issued by
     Charys Holding and the holders of the Mirror Notes will
     receive (a) approximately 94% of the equity interests in New
     Holdco, and (b) the New Secured Notes.

  -- Holders of general unsecured claims against Charys Holding
     (including holders of the 8.75% Senior Convertible Notes and
     Mirror Notes) will receive on a pro rata basis, distributions
     from the Charys Liquidating Trust from proceeds of assets not
     subject to liens or security interests, after all prior
     claims against the Charys Liquidating Trust have been paid.

  -- Holders of Claims against Charys Holding which are
     subordinated in right of payment to other claims will receive
     no distribution under the Plan.

  -- Existing equity interests in Charys Holding will receive no
     distribution under the Plan and will be cancelled.

  -- Holders of general unsecured claims against C&B will receive
     on a pro rata basis, distributions from the C&B Liquidating
     Trust from proceeds of assets not subject to liens or
     security interests, after all prior claims against the C&B
     Liquidating Trust have been paid.

  -- Existing equity interests in C&B will receive no distribution
     and will he cancelled.

A hearing to consider approval of the proposed Disclosure
Statement in respect of the Plan is currently scheduled before the
Court on September 15, 2007.  A hearing to consider confirmation
of the Plan has not yet been scheduled.

                       About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc., --
http://www.charys.com/-- provides remediation & reconstruction    
and wireless communications & data infrastructure.  The company
and its Crochet & Borel Services, Inc. subsidiary filed for
Chapter 11 protection on Feb. 14, 2008 (Bankr. Del. Case No.08-
10289).  Chun I. Jang, Esq., Mark D. Collins, Esq., and Paul Noble
Heath, Esq., at Richards, Layton & Finger, P.A., represent the
Debtors in their restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in these cases to date.  
The Debtors' schedules show total assets of $818,880 and total
liabilities of $286,416,560.


CHARYS HOLDING: Can Use Cash Collateral to Pay Off Expired Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware signed off
on an agreement allowing Charys Holding Co. Inc. to use
$8.3 million in cash collateral to pay back some of its
noteholders' expired claims, ABIWorld says, citing a report from
Bankruptcy Law360.

Under the agreement, Charys will use proceeds from the sale of
several cell phone towers in order to pay off expired promissory
notes to Imperium Master Fund Ltd., Jed Family Trust and John
Michaelson, according to the report.  The Debtor's subsidiary,
Ayin Tower Management Services Inc., sold the cell phone towers
and related assets to Crown Communications Inc. for approximately
$14 million.  The agreement relates that $5.39 million of that
sale that was placed into escrow will be used to pay Imperium and
the other noteholders.

The bankrupt company agreed to pay back the remainder of those
noteholder debts by Nov. 15, according to the agreement.

                       About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc.,
fka Spiderboy International Inc. -- http://www.charys.com/--   
provide remediation & reconstruction and wireless communications &
data infrastructure.  The company and its Crochet & Borel
Services, Inc. subsidiary filed for Chapter 11 protection on Feb.
14, 2008 (Bankr. Del. Case No. 08-10289).  Chun I. Jang, Esq.,
Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  The Committee selected Morris Nichols Arsht & Tunnell
LLP as Delaware co-counsel.  When the Debtors filed for protection
from their creditors, it listed total assets of $245,000,000 and
total debts of $255,000,000.


CITADEL BROADCASTING: Moody's Rates $2.3 Bil. Senior Loans Ba3
--------------------------------------------------------------
Moody's Investors Service downgraded Citadel Broadcasting
Corporation's Corporate Family Rating and Probability of Default
rating to B1 from Ba3.  In addition, Moody's downgraded the
company's senior secured credit facility to B1 from Ba3 and
Citadel's Speculative Grade Liquidity Rating to SGL-3 from SGL-1.  
All ratings remain under review for further possible downgrade.

Moody's took these ratings actions:

Citadel Broadcasting Corporation

Corporate Family Rating
  
  -- downgraded to B1 from Ba3, RUR

  Probability-of-Default rating

  -- downgraded to B1 from Ba3, RUR

  $200 million Senior Secured Revolving Credit Facility

  -- downgraded to B1 from Ba3 (to LGD 3, 46% from LGD 3, 43%),
     RUR

  $600 million Senior Secured Tranche A Term Loan

  -- downgraded to B1 from Ba3 (to LGD 3, 46% from LGD 3, 43%),
     RUR

  $1.535 billion Senior Secured Tranche B Term Loan

  -- downgraded to B1 from Ba3 (to LGD 3, 46% from LGD 3, 43%),
     RUR

  Speculative grade liquidity assessment

  -- downgraded to SGL-3 from SGL-1

The ratings downgrade was prompted by on-going weakness in the
company's operating performance as the company's revenue and
EBITDA have been pressured by internal operating challenges and an
increasingly difficult economic and radio advertising environment.
The year-on-year revenue declines have resulted in weak credit
metrics, including high debt-to-EBITDA leverage of 7.95x at June
30, 2008.  While Citadel has continued to apply free cash flow to
reduce debt, the declines in its EBITDA have prevented any
progress in de-leveraging.

In Moody's view, the company is unlikely to achieve the 6.0x
leverage target over the next 18-24 months that had been factored
into the Ba3 rating.  In addition, Moody's believes that Citadel's
margin of covenant compliance will narrow considerably when the
leverage covenant steps down in fourth quarter 2008, which was the
primary reason for the SGL downgrade.  The SGL-3 rating reflects
Moody's view that the company would most likely receive waivers
from its lenders if it were to violate its leverage covenant in
light of its positive free cash flow.

Moody's will continue its review of Citadel's ratings in order to
assess the company's ability to sustain and improve revenue,
EBITDA margins and free cash flow in the context of the current
weak operating environment such that debt-to-EBITDA leverage and
other credit metrics show meaningful improvement from current
levels.

Citadel Broadcasting Corporation, headquartered in Las Vegas,
Nevada, is a radio broadcaster comprised of 165 FM and 58 AM
stations in more than 50 markets.  The company's 2007 pro-forma
revenues were approximately $945 million.


CITIGROUP COMM: Moody's Rates $28.2 Mil. Class Certs. Low-B
-----------------------------------------------------------
Moody's Investors Service downgrades the ratings of three classes
of Citigroup Commercial Mortgage Trust., Commercial Mortgage Pass-
Through Certificates, Series 2006-FL2:

-- Class L, $23,871,082, Floating, downgraded to Ba1 from Baa3
-- Class RAM-1, $2,000,000, Floating, downgraded to Ba2 from Baa3
-- Class RAM-2, $2,400,000, Floating, downgraded to Ba3 from Ba1

Moody's is downgrading pooled class L and rake classes RAM-1 and
RAM-2, which were placed on review for possible downgrade on July
17th, 2008, based on a decline in Moody's estimate of property
value for the Radisson Ambassador Plaza Hotel and Casino in San
Juan, Puerto Rico.

The Radisson Ambassador Plaza Hotel and Casino Loan is secured by
a 233 room full-service hotel with a 15,000 square feet casino
located in San Juan, Puerto Rico.  Casino revenue, which currently
represents more than 50% of the total revenue from the property,
has declined since securitization. Year end 2005 casino revenue of
$19.6 million declined to $17.7 million as of year end 2007.

Property operating expenses have also increased since
securitization.  The loan sponsors are Whitehall Street Global
Real Estate LP 2001 and Caribbean Property Group.  Due to the
decline in property performance, Moody's current pooled trust
balance underlying rating is Ba1 compared to Baa2 at
securitization.


CITY CROSSING: Reaches Deal on Debt for $2BB Project
----------------------------------------------------
Hubble Smith of Las Vegas Review-Journal reports that developer
William Plise agreed with creditors regarding most of the amounts
owed on the $2 billion City Crossing mixed-use development in
Henderson.

Plise filed a plan of reorganization on July 2 seeking to market
and sell the City Crossing project and distribute the proceeds
based on order of priority, according to the report.  A court-
ordered settlement conference is scheduled for September before
U.S. Bankruptcy Court Judge Gregg Zive in Reno.  The conference
will enhance the chances that the reorganization plan will be
successful, Community Bank of Nevada, one of the creditors,
believes, according to the report.  Community Bank of Nevada has
lent about $30 million toward the development of City Crossing, a
July report by the Troubled Company Reporter stated.

Mr. Plise said he's hoping for the successful restructuring of
short-term debt obtained in early 2007, most of which matured in
April, according to the report.  Outstanding balances on the
Debtor's loans are hard to pin down due to the structure of some
loans, the report said.

As reported by the TCR on July 1, the Chief Operating Officer of
an entity controlling City Crossing 1 LLC, said the bankruptcy of
the developer of the $2 billion-mixed use development in
Henderson, Nevada, will not stop the project.  "We are not
stopping development.  We have sufficient capital to fund this
work," Plise Development & Construction COO Mitchell Stipp said.

"We expect to have the debt reorganized within the next three to
five months," Mr. Stipp said.

Las Vegas, Nevada-based City Crossing 1, LLC filed for Chapter 11
protection on June 2, 2008 (Bankr. D. Nev. Case No. 08-15780).   
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm,
represents the Debtor in its restructuring efforts.  The Debtor
had proposed to hire White & Case LLP as its primary bankruptcy
counsel. In its schedules, the Debtor disclosed total assets of
$242,025,172, and  total debts of $194,201,534.


CLIFTON STREET: Fitch Withdraws Ratings on Classes of Certificates
------------------------------------------------------------------
Fitch Ratings has withdrawn the ratings on these classes of
Clifton Street Finance Limited, effective immediately:

  -- EUR53,250,000 class A1 'BBB-';
  -- EUR48,750,000 class A2 'BB';
  -- EUR37,500,000 class B 'B';
  -- EUR32,000,000 class C 'CCC';
  -- EUR30,000,000 class D 'CC';
  -- EUR17,500,000 class E 'CC';
  -- EUR15,000,000 class F 'CC';
  -- EUR15,000,000 class G 'CC';
  -- EUR12,000,000 class H 'CC'.

The issuer disclosed noteholder approval of an amendment removing
Fitch as a rating agency from certain documents of the
transaction.  As a result of this amendment, Fitch does not expect
to receive future reporting for this transaction.

Fitch's policy on withdrawing ratings is to take into
consideration whether it has access to sufficient information in
assessing the credit quality of the notes.  If Fitch decides to
cease providing ratings, it will withdraw the ratings using the
most current methodology and opinion on the credit risk of the
notes. In this case, Fitch has decided to withdraw its ratings on
these notes.

Fitch released its updated criteria for corporate CDOs on
April 30, 2008.


CONSECO INC: Moody's Lowers Bank Debt's Rating From Ba3 to B1
-------------------------------------------------------------
Moody's Investors Service downgraded the rating of Conseco, Inc.'s
bank debt to B1 from Ba3 and moved the outlook on Conseco to
negative from stable.  In the same rating action, Moody's
downgraded the insurance financial strength ratings of CNO's
insurance subsidiaries, with the exception of Conseco Senior
Health Insurance Company, to Ba1 from Baa3, with a stable outlook.  
The rating action concludes a review for downgrade that was
initiated on April 17, 2008.

Moody's downgraded these ratings with a stable outlook:

Bankers Life and Casualty Company

  -- insurance financial strength rating to Ba1 from Baa3;

Conseco Insurance Company

  -- insurance financial strength rating to Ba1 from Baa3;

Colonial Penn Life Insurance Company

  -- insurance financial strength rating to Ba1 from Baa3;

Conseco Health Insurance Company

  -- insurance financial strength rating to Ba1 from Baa3;

Conseco Life Insurance Company

  -- insurance financial strength rating to Ba1 from Baa3;

Washington National Insurance Company

  -- insurance financial strength rating to Ba1 from Baa3;

Moody's downgraded these ratings with a negative outlook:

Conseco Inc.

  -- bank debt to B1 from Ba3;
  -- senior convertible debentures to B2 from B1.

Moody's continues the review with direction uncertain on these
rating:

Conseco Senior Health Insurance Company

  -- insurance financial strength rating at Caa1;

According to Scott Robinson, Moody's Vice President and Senior
Credit Officer, "Our rating action was largely predicated on the
company's sub-par earnings results and a deterioration in
statutory capital.  We believe that while management has taken
meaningful steps to improve Conseco's operations, the company
still faces significant challenges ahead."

The rating agency noted that while the recently announced plan to
transfer CSHIC to an independent trust lays the groundwork for
improvement in CNO's credit profile, it also results in diminished
room under existing bank loan financial covenants, leaving the
company less margin for financial and operational errors over the
near to medium term.  The negative outlook on the holding company
along with a stable outlook on the operating companies reflects
the potential for wider notching between the holding company
ratings and the IFS ratings of the insurance subsidiaries.

Conseco reported second quarter net operating earnings before a
valuation allowance for deferred tax assets and net realized
investment losses of $33.4 million, up from a $49.7 million loss
in the same period one year ago.  The recent quarter's earnings,
notably the results of the Bankers Life Segment, were below
Moody's expectations.  According to Robinson, "One-time charges,
including a $26 million decrease in earnings related to long-term
care policies at Bankers hurt earnings."

Moody's said that the following would place upward pressure on the
company's ratings: the absence of material "one-time" earnings
charges; annual run-rate consolidated statutory EBIT of at least
$150 million; mitigation of the level of risk and uncertainty
associated with the company's long-term care block; and RBC ratio
on a consolidated basis above 300%. Conversely, the following
would place downward pressure on the ratings: adjusted GAAP EBIT
coverage of below two times; RBC ratio on a consolidated basis
below 275%; or annual run-rate consolidated statutory EBIT below
$125 million.

The last rating action on Conseco took place on August 13, 2008,
when Moody's changed the rating review on CSHIC from downgrade to
direction uncertain.  The action followed an announcement by
Conseco Inc. of a plan to transfer CSHIC to an independent trust.

Conseco is a specialized financial services holding company that
operates primarily in the life and health insurance sectors
through its subsidiaries.  As of June 30, 2008, Conseco reported
total assets of $32.6 billion and shareholder's equity of $3.3
billion.

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


CPG INT'L: Moody's Confirms 61% Sr. Unsec. Note's Rating at B3
--------------------------------------------------------------
Moody's Investors Service changed CPG International I Inc.'s
rating outlook to negative from stable, and affirmed its credit
ratings including its B2 corporate family rating and probability
of default ratings.

These ratings were affirmed:

  -- B2 Corporate Family Rating,
  -- B2 Probability of Default Rating,
  -- B3, LGD 4, 61% senior unsecured note rating, and
  -- SGL-2 speculative grade liquidity rating.

The previous rating action on CPG was the affirmation of the SGL-2
rating on June 22, 2007.

The negative outlook reflects Moody's expectation that reduced
demand for CPG's AZEK residential products, increased resin input
prices and continuing deterioration of the residential housing and
remodeling markets will pressure the company's earnings and cash
generation well into 2009.  Recent deterioration in operating
performance has resulted in debt-to-EBITDA leverage approaching
6.0x, on a proforma basis, which is high for its current B2
rating.  If the company's recent price increases do not take hold
or sales volumes deteriorate further, its margins will likely
remain under pressure.  The company's comfortable liquidity
profile and market share gains partially mitigate immediate credit
pressures.

CPG, headquartered in Scranton, Pennsylvania, is a manufacturer
and fabricator of engineered and branded synthetic products
designed to replace wood and metal in a variety of building
materials and industrial applications.  CPG generated net revenues
of approximately $312 million in the last twelve months ended June
30, 2008.


CSFB MORTGAGE: Fitch Holds B Rating for $4.7MM Class O Certs.
-------------------------------------------------------------
Fitch Ratings upgrades Credit Suisse First Boston commercial
mortgage securities 2003-C5 as:

  -- $31.5 million class D to 'AAA' from 'AA-';
  -- $17.3 million class E to 'AA' from 'A+';
  -- $17.3 million class F to 'A+' from 'A-';
  -- $14.2 million class G to 'A-' from 'BBB+'.

In addition, Fitch affirms these classes:
  -- $75.7 million class A-3 at 'AAA';
  -- $370.3 million class A-4 at 'AAA';
  -- $298.7 million class A-1-A at 'AAA';
  -- Interest only (IO) class A-X at 'AAA';
  -- IO class A-SP at 'AAA';
  -- $39.4 million class B at 'AAA';
  -- $15.8 million class C at 'AAA';
  -- $14.2 million class H at 'BBB';
  -- $9.5 million class J at 'BBB-';
  -- $6.3 million class K at 'BB+';
  -- $6.3 million class L at 'BB';
  -- $7.9 million class M at 'B+';
  -- $1.6 million class N at 'B';
  -- $4.7 million class O at 'B-'.

Fitch does not rate the $15.5 million class P.  Classes A-1 and A-
2 have paid in full.

The upgrades reflect the increased credit enhancement levels due
to principal paydown of 16.5% due to loan payoffs and scheduled
amortization since Fitch's last rating action.  As of the July
2008 distribution date, the pool's aggregate principal balance has
decreased 25.9% to $934.2 million from $1.26 billion at issuance.
Eighteen loans are defeased, including the second and third
largest loans in the transaction (9.6%).

Fitch has identified fourteen loans (13.7%) as Fitch loans of
concern due to declining performance. T he largest Fitch loan of
concern (2.6%), which is in special servicing, is secured by a 438
unit multifamily property located in Houston, Texas.  The loan was
transferred to the special servicer due to monetary default.  The
special servicer started foreclosure proceeding and the borrower,
MBS Cos., filed for bankruptcy.  The loan is over 90 days
delinquent.  The property is currently under contract for sale and
has been approved by the bankruptcy court.  Minimal losses are
expected as the loan is expected to be assumed and returned to the
master servicer.

The second largest Fitch loan of concern (1.8%) is secured by a
173 unit multifamily property in Baltimore, Maryland.  The
servicer reported Debt Service Coverage Ratio as of year end 2007
was 0.37 times (X) with occupancy at 95%, compared to DSCR of
1.29x with occupancy at 92% at issuance.  The decline in
performance is the result of additional capital improvements made
by the borrower and increased utility expenses.

Fitch has reviewed the remaining two shadow rated loans: Mall at
Fairfield Commons and Paramount Plaza.  The Mall at Fairfield
Commons loan maintains its investment-grade shadow rating due to
stable performance since issuance.  The Paramount Plaza loan has
defeased.

The Mall at Fairfield Commons loan (7.2%) is secured by 856,879
square foot (sf) of a 1,046,726 sf regional mall in Beavercreek,
OH.  As of June 30, 2008, the occupancy improved slightly to 96.6%
from 95.5% at issuance.  The loan is scheduled to mature in
November 2014.

Three loans (0.6%) are scheduled to mature in 2008, all of which
are secured by multifamily properties.  The interest rate on these
loans ranges from 5.05% to 7.1% with weighted average coupon at
6.11%.  One loan (0.1%) has passed the maturity date but is
performing.  Fitch is monitoring the status of this loan.


CREDIT AND REPACKAGED: Moody's Puts Three Tranche Notes at Low-B
----------------------------------------------------------------
Moody's Investors Service downgraded the rating of these notes
issued by Credit and Repackaged Securities Limited 2006:

Class Description: Tranche Notes Due September 15, 2014 (2006-4)

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B3

Class Description: Tranche Notes Due September 15, 2014 (2006-5)

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: A3

Class Description: Tranche Notes Due September 15, 2014 (2006-6)

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: A3

Class Description: Tranche Notes Due September 15, 2014 (2006-7)

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

Class Description: Tranche Notes Due December 20, 2016 (2006-15)

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Baa2

Class Description: Tranche Notes Due December 20, 2016 (2006-16)

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba1

Class Description: Tranche Notes Due December 20, 2016 (2006-17)

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B1

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


CSFB MORTGAGE: Fitch Cuts Pass-Through Classes of Certificates
--------------------------------------------------------------
Fitch Ratings downgrades these class of CS First Boston Mortgage
Securities Corp., pass-through certificates, series 2007-TFL2 as:

  -- $33.5 million class L to 'BB-' from 'BBB-';

In addition, Fitch maintains on Rating Watch Negative these
classes:

  -- $8.9 million class BSL-A at 'AA-';
  -- $9.0 million class BSL-B at 'A+';
  -- $8.9 million class BSL-C at 'A';
  -- $8.9 million class BSL-D at 'A-';
  -- $7.9 million class BSL-E at 'BBB+'; and
  -- $9.9 million class BSL-F at 'BBB'.

In addition, Fitch affirms these classes:
  -- $521.3 million class A-1 at 'AAA';
  -- $100 million class A-2 at 'AAA';
  -- $207 million class A-3 at 'AAA';
  -- Interest-only class A-X-1 at 'AAA';
  -- Interest-only class A-X-2 at 'AAA';
  -- $45.7 million class B at 'AA+';
  -- $42.6 million class C at 'AA';
  -- $33.5 million class D at 'AA-';
  -- $36.6 million class E at 'A+';
  -- $36.5 million class F at 'A';
  -- $33.5 million class G at 'A-';
  -- $39.6 million class H at 'BBB+';
  -- $36.6 million class J at 'BBB'; and
  -- $39.6 million class K at 'BBB-'.

Fitch also affirms these non-pooled components of the related
trust assets:
  -- $91.6 million class CSP-A1 at 'AAA';
  -- $33.6 million class CSP-A2 at 'AAA';
  -- Interest-only class CSP-AX at 'AAA';
  -- $10.6 million class CSP-B at 'AA+';
  -- $11.5 million class CSP-C at 'AA';
  -- $9.9 million class CSP-D at 'AA-';
  -- $10 million class CSP-E at 'A+';
  -- $9.7 million class CSP-F at 'A';
  -- $19.9 million class CSP-G at 'BBB+';
  -- $9.9 million class CSP-H at 'BBB';
  -- $15.9 million class CSP-J at 'BBB-'; and
  -- $18 million class CSP-K at 'BB+'.

The downgrade is a result of the Resorts Atlantic City (11.7%) not
performing to expectations.  The Resorts Atlantic City is a 942-
room casino and hotel located in Atlantic City, New Jersey.  Total
debt on the loan is $360 million, which consists of a $175 million
senior component which is held in the trust and a $185 million
junior component held outside the trust.  As of first-quarter
2008, the property's net cash flow declined approximately 58% from
Fitch's stressed net cash flow at issuance.  The decrease in cash
flow is attributed to multiple factors: increased competition, a
smoking ban introduced throughout the entire Atlantic City gaming
market, and the overall negative performance of the gaming
industry due to general macro-economic conditions throughout the
U.S. For the first three months ended March 31, 2008, the Atlantic
City gaming market recorded a 17.7% decrease in gross operating
profit from the same period in 2007.  Fitch does not expect the
cash flow to reach the same levels as at issuance.

Fitch maintains Rating Watch Negative on rake classes related to
Biscayne Landing (10.9%) as a result of the transfer to special
servicing for default.  The borrower failed to meet the mandatory
prepayment of $17 million that was due on Jan. 30, 2008.  Any
resolution costs or potential losses could be incurred by one or
more of the BSL rake classes, which are collateralized by the non-
pooled senior portions of the Biscayne Landing loan and are
subordinate to the pooled senior portion.  Biscayne Landing is the
largest undeveloped parcel of urban land in South Florida,
consisting of 188 acres in North Miami.  The original development
plan that revolved around a master planned community has been
modified by the borrower to better represent current demand, and
the city recently approved an alternative town center commercial
concept with a reduced residential component and the inclusion of
big box retail and in-line space in addition to entertainment,
office, and hotel venues.  The Biscayne Landing loan matures on
May 9, 2009 and has two one-year extension options.

The affirmations are due to expected performance and continued
stabilization of the remaining loans since issuance. As of the
July 2008 distribution date, the transaction's aggregate principal
balance has decreased 0.62%.  All of the original eight loans
remain in the trust.  Of the loans scheduled to mature in 2008,
all have extension options ranging from two to three years.

The transaction consists of loans collateralized by hotel
properties (49.1%), office (24%), healthcare (16%), and land
(10.9%).

The largest loan is secured by the Planet Hollywood Resort and
Casino in Las Vegas, Nevada.  The property is in the midst of a
$178 million renovation and re-development project that includes
substantial improvements to the facade, casino, restaurants, and
guestrooms.  Renovations are nearing completion, with the final
1,076 guestrooms on schedule to be completed prior to the 2008
holiday season.  The loan's initial maturity is Dec. 12, 2008,
with three, one-year extension options.


CSFB MORTGAGE: Moody's Junks Class B Certificate's Ratings
----------------------------------------------------------
Moody's Investors Service downgraded the rating of one tranche
issued by CSFB Mortgage Pass-Through Certificates, Series 2003-
CF14.  The collateral backing the transaction consists primarily
of first lien adjustable-rate and fixed-rate "scratch and dent"
mortgage loans.

Complete rating actions are

Issuer: CSFB Mortgage Pass-Through Certificates, Series 2003-CF14

  -- Cl. B, downgraded from B1 to Caa1

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


DELTA FINANCIAL: Has Until September 15 to File Chapter 11 Plan
---------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware extended the exclusivity period for
Delta Financial Corp., which said last month that it is close to
reaching an agreement with its creditors, ABIWorld cites a report
from Bankruptcy Law360.

Judge Sontchi's order filed Monday said that Delta will have until
Sept. 15 to file a plan, and until Nov. 17 to solicit acceptances.
In its motion for the extension, filed July 25, Delta said it had
made significant progress in negotiations with its creditors, and
had reached agreement on "the majority of the terms" of a
liquidation plan. However, the company said, it needed more time
to work out certain details and to continue evaluating the
validity of the roughly 400 claims, amounting to about
$520 million, against its estate.

                       About Delta Financial

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 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' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.


DORSET STREET: Fitch Withdraws Ratings on Nine Classes of Notes
---------------------------------------------------------------
Fitch Ratings has withdrawn these ratings for Dorset Street
Finance Limited, effective immediately:

  -- EUR45,000,000 class A1 notes 'A-';
  -- EUR75,000,000 class A2 notes 'BBB';
  -- EUR98,250,000 class B notes 'BBB-';
  -- EUR91,500,000 class C notes 'BB-';
  -- EUR75,000,000 class D notes 'CCC';
  -- EUR60,000,000 class E notes 'CC';
  -- EUR37,500,000 class F notes 'CC';
  -- EUR33,750,000 class G notes 'CC';
  -- EUR30,000,000 class H notes 'CC'.

The issuer disclosed noteholder approval of an amendment removing
Fitch as a rating agency from certain documents of the
transaction.  As a result of this amendment, Fitch does not expect
to receive future reporting for this transaction.

Fitch's policy on withdrawing ratings is to take into
consideration whether it has access to sufficient information in
assessing the credit quality of the notes.  If Fitch decides to
cease providing ratings, it will withdraw the ratings using the
most current methodology and opinion on the credit risk of the
notes.  In this case, Fitch has decided to withdraw its ratings on
these notes.

Fitch released its updated criteria for corporate CDOs on
April 30, 2008.


DYNASTY OIL: Barred from Filing Case Against Bankruptcy Manager
---------------------------------------------------------------
The Fifth U.S. Circuit Court of Appeals held on Aug. 12, 2008,
that Dynasty Oil and Gas LLC, after confirmation of its chapter 11
plan, can't sue a third party for mismanagement during a
bankruptcy proceeding, William Rochelle of Bloomberg News states.

All of the Debtor's property were sold under the plan; the
proceeds of the sale were distributed among creditors, Mr.
Rochelle notes.

According to Mr. Rochelle, although the plan provided that the
Official Committee of Unsecured Creditors and the Debtor may
pursue "any and all claims," Circuit Chief Judge Edith Jones ruled
that the Debtor lacked standing to sue its manager which was hired
during the pendency of the bankruptcy case.

Judge Jones stated the Dynasty Oil's debtor-in-possession status
ended upon confirmation of its plan, Mr. Rochelle reports.  Judge
Jones, Mr. Rochelle says, added that Dynasty Oil should have
clearly provided in its plan that it intended to pursue a case
against a third party after confirmation.  Absent this provision,
creditors don't have enough information on which to base their
vote for or against the plan, Mr. Rochelle quotes Judge Jones as
stating.

Midland, Texas-based Dynasty Oil and Gas, L.L.C. filed its chapter
11 petition on Feb. 26, 2004 (Bankr. W.D. Tex. Case No. 04-70118).  
Judge Ronald B. King presided over the case.  Roy Byrn Bass, Jr.,
Esq., at Harding, Bass et al., represented the Debtor in this
case.  When the Debtor filed for bankruptcy, it estimated assets
at between $1 million to $10 million and debts at between
$1 million to $10 million.


EAGLE CREEK: Wants Noteholder Committee Appointed
-------------------------------------------------
Eagle Creek Subdivision, LLC and its debtor-affiliates ask
authority from the U.S. Bankruptcy Court from the Eastern District
of North Carolina to appoint a committee representing holders of
junior deeds of trust on certain of the Debtors' property.

Each of the Debtors' property is encumbered by deeds of trust in
favor of certain individuals or entities who have loaned funds
with the Debtors on a junior priority basis.  These deeds of trust
share priority pursuant to a participation agreement pari passu.

There are 100 noteholders between the five Debtors and other
affiliated non-filing entities.  Some noteholders have invested in
multiple projects.

The Debtors contend that the appointment of the "Committee of
Noteholders" is necessary to provide representation for this
important group, since the committee will help streamline
negotiations between lienholders and the Debtors by having a group
of Noteholders speak on behalf of all the noteholders.  
Additionally, they say, the committee will also ease the
administrative burden on the Debtors.

The Debtors will provide a list of noteholders who will be
included the Committee.

                        About Eagle Creek

Charlotte, North Carolina-based 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 estimated assets between $10 million and $50 million and
debts between $10 million to $50 million.


ELECTROHOME LTD: Shareholders to Consider Plan on September 11
--------------------------------------------------------------
Electrohome Limited disclosed that the Ontario Superior Court of
Justice has authorized the company to hold a special meeting of
its Class X and Class Y shareholders on Sept. 11, 2008, to approve
a Plan of Arrangement.
    
On Aug. 5, 2008, Electrohome reported its plan to wind-up the
company pursuant to a court supervised Plan of Arrangement.  The
Plan of Arrangement proposed by the company under the Business
Corporations Act provides an expeditious and efficient way for the
company to sell its remaining assets, satisfy its outstanding
obligations and maximize the amount of residual proceeds that can
be distributed to its shareholders prior to the dissolution of the
Corporation, all in an orderly fashion within a condensed and
finite timeframe under the supervision of the Court.
    
The record date for the special meeting has been set at Aug. 11,
2008.  
    
The proposed Plan of Arrangement includes the sale of the
company's investment in Mechdyne Corporation, fulfillment and
discharge of the company's outstanding liabilities and
obligations, cancellation of the issued and outstanding Class X
Shares and the Class Y Shares, delisting of the company's shares
from the NEX board of the TSX Venture Exchange and the ceasing of
the company to be a reporting issuer, change of the company's name
to ELXY Holdings Inc., change in the company's minimum number of
directors from 3 to 1, appointment of an administrative agent to
assist the company with implementation of the Plan of Arrangement,
distribution to shareholders of any residual proceeds, and
dissolution of the company.

As part of the Plan of Arrangement the company proposes to sell
its shares of Mechdyne Corporation, which the company carried on
its books for C$4,000,000 back to Mechdyne in exchange for an
initial cash payment of $616,444 (C$xxxxx) and a 10 year
promissory note in the amount of $3,082,222 (C$xxxxx)bearing
interest at an annual rate of 4.3% with principal payments subject
to Mechdyne's annual earnings.  Since the company intends to wind
up its operations, the company's chairman, president, chief
executive officer and controlling shareholder, Mr. John A.
Pollock, has agreed to purchase the 10 year promissory note from
the company for a cash amount of $2,394,592  (C$xxxxx).

A committee of independent directors of the company reviewed the
proposed sale transactions and engaged an independent Chartered
Business Valuator to provide the committee with an independent
fairness opinion.  The CBV concluded that that the proposed
transaction is fair to the shareholders from a financial
perspective.
    
In the interests of maximizing the amount of residual proceeds
that can be distributed to shareholders, Mr. Pollock has also
agreed to forgo payment of approximately $450,000 (C$xxxxx)with
respect to the funding of his supplemental retirement plan with
the Corporation.  An independent actuary has determined that the
liability of the company to fully fund the retirement benefits
under this plan is approximately $700,000 (C$xxxxx).

The company stated that if proposed Plan of Arrangement is
approved, the company must have sufficient funds to satisfy its
remaining obligations and perhaps provide a final distribution to
its shareholders prior to the formal dissolution.  If the Plan is
not approved, the company may be forced into insolvency
proceedings.

Electrohome Limited also disclosed on Aug. 7, 2008, that its
subsidiary, 2112126 Ontario Inc., closed the sale of its land on
Victoria Street in Kitchener, Ontario.  The property is undergoing
remediation and rehabilitation as a result of contamination from a
discontinued historic operation.  The property was sold on an "as
is" basis for nominal consideration with the purchaser agreeing to
remediate the property.
    
As a result of the sale, Electrohome will take approximately
$375,000 into income in the fourth quarter being the reversal of
the remaining related remediation accrual in its financial
statements.

         Results for Three Months Ended June 30, 2008

A loss for the third quarter of C$1,279,000 compares to a loss of
C$184,000 last year.
    
There was no income for the third quarter of fiscal 2008.  Income
from the third quarter of fiscal 2007 consisted of royalty income
of C$69,000 and investment income from marketable securities of
C$7,000.
    
During the third quarter of fiscal 2008, the company wrote down
its investment in Mechdyne Corporation by C$955,000 due to the
subsequent transactions associated with Mechdyne, which provide
evidence as to the fair value of that investment at June 30, 2008.

            Results for Nine Months Ended June 30, 2008

A loss for the first nine months of fiscal 2008 of C$311,000
compares to a loss of C$189,000 last year.

Royalty income of C$78,000 compares to C$260,000 last year.  The
decrease is a result of one quarter of royalties in fiscal 2008
versus three quarters in fiscal 2007 and also due to lower sales
of Electrohome branded products during the first quarter.
    
There was no investment income from marketable securities for the
nine months of fiscal 2008 as they were completely sold during
fiscal 2007.  Investment income was $54,000 for the nine months of
fiscal 2007.
    
During the third quarter of fiscal 2008, the Corporation wrote
down its investment in Mechdyne Corporation by C$955,000 due to
the subsequent transactions associated with Mechdyne, which
provide evidence as to the fair value of that investment at
June 30, 2008.
    
During the second quarter of fiscal 2008 the company recorded a
gain on sale of the company's trademarks of C$1,500,000 as noted
above.     

During the second quarter of fiscal 2007, the company realized a
net gain of C$328,000 for surplus received from the Hourly Pension
Plan under a surplus sharing arrangement with the members of that
Plan.

                     Liquidity and Cash Flows

During the third quarter of fiscal 2008 cash decreased C$313,000
as it was used by operations.
    
During the third quarter of fiscal 2007 cash decreased C$120,000.
Cash was generated by the sale of marketable securities of
$175,000 and it was used by operations of C$295,000.
    
For the nine months ended June 30, 2008, cash increased C$368,000.
Cash was generated from proceeds of C$1,500,000 from the sale of
the company's trademarks effective Jan. 1, 2008, and from
$300,000(C$xxxxx) of advances from the purchaser of the
trademarks.  Cash used to repay in its entirety, the advances of
C$600,000 associated from the sale of the trademarks and was used
by operations of C$832,000.
    
For the nine months ended June 30, 2007, cash increased C$4,000.
Cash was generated by the sale of marketable securities of
C$550,000.  It was used by operations of $529,000 (C$xxxxx)and to
reduce other liabilities of C$17,000

At June 30, 2008, the company's balance sheet showed total assets
of C$3.6 million , total liabilities of C$2.2 million and
shareholders' equity of approximately C$1.4 million.

                        Going Concern Doubt

The company said its only significant cash inflow will consist of
proceeds from the sale of its investment in Mechdyne, however, the
timing and amount of any potential proceeds is subject to the
satisfaction of various conditions.  Current annual cash outflows
of the company are approximately C$1,200,000.  Consequently, given
management's best estimate of future actions, it is estimated that
the company would run out of funds in the first quarter of fiscal
2009.

                    About Electrohome Limited
  
Headquartered in Ontario, Canada, Electrohome Limited (CVE:ELL.K)
-- http://www.electrohome.com/-- along with its subsidiaries, is  
an international company focused on the development and marketing
of turn-key, three-dimensional and audiovisual solutions.  The
company is a holding company with a 31% interest in Mechdyne
Corporation, which is an international company operating in the
visualization marketplace.  


ELLIOTT OUTDOORS: Files for Chapter 11 Bankruptcy
-------------------------------------------------
Increased competition and higher prices for basic necessities led
sporting goods store Elliott Outdoors to file for protection from
its creditors under Chapter 11 of the U.S. Bankruptcy Code, said
James Dusenberry, an investor in the company, according to Ned B.
Hunter of Jackson Sun reports.  The competition came mainly from
Gander Mountain, which opened on Sept. 11.  In 2006, Elliott
Outdoors reported sales of nearly $2.3 million, according to court
records.  The figure gradually fell until during it bankruptcy in
July, sales were only $285,765.

Elliott Outdoors specializes in fishing and hunting products.  It
opened in September 2005 and filed for voluntary Chapter 11 in
early July in the U.S. Bankruptcy Court for the Western District
of Tennessee.  The Debtor declared more than $291,000 in assets as
of the filing date.


ENHANCED MORTGAGE: Fitch Cuts and Drops Ratings on 4 Cert. Classes
------------------------------------------------------------------
Fitch Ratings downgrades and withdraws its rating on Enhanced
Mortgage Backed Securities Fund IV Limited as:

  -- $130,000,000 class A-1 notes paid in full;
  -- $14,000,000 class A-2 notes to 'C/DR4' from 'B';
  -- $20,000,000 class A-3 notes to 'C/DR6' from 'B-';
  -- $6,000,000 class A-4 notes to 'C/DR6' from 'CCC';
  -- $30,000,000 preference shares to 'C/DR5' from 'CCC/DR6'.

These actions reflect EMBS IV's portfolio liquidation.  The class
A-1 notes have been paid in full.  The class A-2 notes have
received $3,127,316 in principal distributions and will receive
approximately $3,700,000 in additional principal payments in mid
September.  The class A-2 final recovery level will be
approximately 48% and receives a 'DR4' recovery rating.  Classes
A-3 and A-4 will not receive any principal payments.  The
preference share rating is principal only and is credited with the
$8,287,314 of interest payments received to date.  The recovery is
27.6% and therefore receives a 'DR5' recovery rating.


FANNIE MAE: Looks to Refinance $225 Billion by End of Sept. 2008
----------------------------------------------------------------
Fannie Mae and Freddie Mac are looking for ways to refinance
$225 billion worth of debt by the end of September as investors
remain cautious about the two government-sponsored enterprises,
reports ABIWorld.

Shares of both companies have been hammered for weeks by fears
they would no longer be able to function, a problem that would
likely cripple the U.S. housing market, says ABIWorld.  As
reported by the Troubled Company Reporter, the U.S. Congress in
July gave the U.S. Treasury Department the authority to lend money
to Fannie and Freddie or take an equity stake.  Because investors
have little idea how Treasury would intervene, they have become
less enthusiastic about adding Fannie or Freddie debt to their
portfolios, creating a potentially self-fulfilling spiral,
ABIWorld reports.

                         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.


FOAMEX INTERNATIONAL: Unable to Toss Out ERISA Class Action Claims
------------------------------------------------------------------
A class action brought by a former Foamex LP worker accusing the
bankrupt foam maker of breaches of duty stemming from its
management of an employee savings plan has survived a motion to
dismiss, with a federal judge letting stand six of eight claims in
the suit, says Bankruptcy Law360.

                           About Foamex

Headquartered in Linwood, Pennsylvania, Foamex International Inc.
(FMXIQ.PK) -- http://www.foamex.com/-- produces cushioning for        
bedding, furniture, carpet cushion and automotive markets.  The
company also manufactures polymers for the industrial, aerospace,
defense, electronics and computer industries.  

The company and eight affiliates filed for chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).  

On Feb. 2, 2007, the Court confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan of Reorganization of
Foamex International Inc. became effective and the company emerged
from chapter 11 bankruptcy protection on Feb. 12, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on April 8, 2008,
Foamex International Inc.'s consolidated balance sheet at Dec. 30,
2007, showed $430.6 million in total assets and $728.7 million in
total liabilities, resulting in a $298.1 million total
stockholders' deficit.


FOAMEX LP: Moody's Confirms $55 Mil. Senior Loan's Rating at Caa1
-----------------------------------------------------------------
Moody's Investors Service changed Foamex L.P.'s ratings outlook to
negative from stable.  This action results from the ongoing
economic pressures that Foamex faces due to the continued downturn
in its end markets including the domestic housing and automotive
sectors, the main drivers of Foamex L.P.'s revenues.  In a related
rating action Moody's affirmed the company's corporate family
rating of B2 and the probability of default of B2, but lowered the
rating of its first lien senior secured term loan to B2 from B1
while maintaining the Caa1 rating on the second lien senior
secured term loan consistent with Moody's Loss Given Default
model.

These assessments were affected:

  -- Corporate Family Rating affirmed at B2;

  -- Probability of default rating affirmed at B2;

  -- $327 million first lien senior secured term loan due 2013
     downgraded to B2 (LGD4, 52%) from B1 (LGD3, 37%); and,

  -- $55 million second lien senior secured term loan due 2014
     affirmed at Caa1, buts its loss given default assessment is
     changed to (LGD5, 81%) from (LGD5, 84%).

The B2 corporate family rating incorporates the recent reduction
in balance sheet debt to about $400 million from $541 million at
the end of first quarter 2008, primarily reflecting the continued
support from D.E.  Shaw Laminar Portfolios, the primary equity
owner, through the recent debt for equity exchange.  On a pro
forma basis interest coverage improves to about 1.5x versus 0.8x
for the latest twelve months through June 29, 2008.  Moody's
believes that the reduced debt service requirement and continued
support from its primary equity owner should give Foamex L.P. some
flexibility during the current economic slowdown.  However, the
corporate family rating is constrained by raw material cost
volatility and industry cyclicality of its end markets.

Foamex International Inc., headquartered in Linwood, PA and
operating primarily through its wholly-owned subsidiary Foamex
L.P., is a leading manufacturer and distributor of flexible
polyurethane and advanced polymer foam products.  Last twelve
months June 29, 2008 revenues were approximately $1.0 billion.


FOREST CITY: Units Completes $167 Million Construction Financing
----------------------------------------------------------------
(joel/press release)

Forest City Enterprises Inc. reported that its subsidiary, Forest
City Ratner Companies, closed on $167 million in construction
financing for 80 DeKalb, a 335,000-square-foot residential
building on DeKalb Avenue in downtown Brooklyn.

The 34-story, Costas Kondylis-designed building is the first
residential tower constructed by Forest City in Brooklyn. It is
designed to achieve LEED certification and will include 73
affordable and 292 market-rate rental units, making it the first
80/20 development in Brooklyn financed with bonds issued by the
New York State Housing Finance Agency.

"This is an exciting project," said Charles A. Ratner, Forest City
president and chief executive officer.  "It is a magnificent
building at a great location that will provide both affordable and
market-rate apartment homes.  It's also a tribute to our New York
team and the relationships they have built in both the public-
sector and private-sector financing community."

The New York State Housing Finance Agency selected 80 DeKalb to
receive $109.5 million in tax-exempt bonds and $27.5 million in
taxable bonds.  The lending institutions involved in the
transaction were Wachovia Bank, N.A., and Helaba, as well as the
National Electrical Benefit Fund, which provided a $10 million
mezzanine loan and $20 million of credit enhancement.

Major construction on the building began in July and it is
expected to open for leasing during the summer of 2009.

                Update on 2008 and 2009 maturities

Along with the announcement of the 80 DeKalb financing, the
company also provided an update on the status of upcoming loan
maturities due in both 2008 and 2009.  Of total 2008 maturities of
$903 million at the Company's pro-rata share reported on Jan. 31,
2008, more than 90 percent have been addressed to date through
closed loans, scheduled amortization, committed refinancings or
available extensions.

In other 2008 financings, the Company has also secured to date
more than $1.3 billion at the Company's share in closed or
committed loans for financings related to its development and
acquisition pipeline in addition to early financings of future
loan maturities on existing properties.

Looking ahead to 2009, of the $690 million in scheduled maturities
at the Company's share reported on January 31, 2008, approximately
60 percent have been addressed to date, either through closed
loans, scheduled amortization or available extensions.

"We continue to manage our maturities effectively, recycling
capital from our portfolio where prudent to apply to other
strategic uses," Ratner said.  "We also continue to achieve
success in accessing non-recourse financing to fund development
and strategic acquisitions based on our track record and long-term
relationships with lenders.  Financing continues to be available
for well-conceived and well-sponsored projects and properties in
solid markets with good demographics, both in our portfolio and in
our development pipeline."

                  About Forest City Enterprises

Headquartered in Cleveland, Ohio, Forest City Enterprises, Inc. is
a $5.9 billion NYSE-listed real estate company.  The Company is
principally engaged in the ownership, development, acquisition and
management of commercial and residential real estate throughout
the United States.  The Company's portfolio includes interests in
retail centers, apartment communities, office buildings and hotels
in 20 states and the District of Columbia.

                             *   *   *

As reported in the Troubled Company Reporter on April 7, 2008,
Moody's Investors Service affirmed the senior unsecured debt
ratings (Ba3) of Forest City Enterprises, Inc., and revised the
rating outlook to negative from stable.


FOURTH STREET: Fitch Lowers Ratings for Eight Classes of Notes
--------------------------------------------------------------
Fitch has downgraded and removed from Rating Watch Negative eight
classes of notes issued by Fourth Street Funding Ltd. and Fourth
Street Funding LLC.  These rating actions are the result of
Fitch's review process and are effective immediately:

  -- $191,449,269 class A-1 notes downgraded to 'CC' from 'BBB';
  -- $125,000,000 class A-2 notes downgraded to 'CC' from 'BB';
  -- $45,000,000 class A-3 notes downgraded to 'CC' from 'B-';
  -- $37,500,000 class B notes downgraded to 'CC' from 'CCC';
  -- $17,500,000 class C notes downgraded to 'CC' from 'CCC-';
  -- $20,490,373 class D notes downgraded to 'C' from 'CC';
  -- $20,773,510 class E notes downgraded to 'C' from 'CC;
  -- $15,279,920 class F notes downgraded to 'C' from 'CC'.

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

Fourth Street is a cash CDO that closed on April 26, 2007, and is
managed by NIR Capital Management LLC.  On March 12, 2008, Fourth
Street entered an Event of Default due to a breach of the Class A
Principal Coverage test.  On March 14, 2008, the majority of
noteholders voted to terminate the reinvestment period and to
accelerate the transaction.

Presently, 91.4% of the portfolio is comprised of 2005, 2006 and
2007 vintage U.S. subprime RMBS and 8.6% consists of 2006 and 2007
vintage U.S. structured finance SF CDOs

Since the last rating action in November 2007, 78.8% of the
portfolio has been downgraded with an additional 9.2% of the
portfolio currently on Rating Watch Negative.  Approximately 98%
of the portfolio is now rated below investment grade, of which
81.2% is rated 'CCC+' or below.  As per the latest trustee report
dated July 7, 2008, defaulted and deferred interest payment in
kind securities constitute 41.9%, or $188.3 million, of the
portfolio total.  The negative credit migration experienced since
the last review has resulted in the Weighted Average Rating Factor
deteriorating to 'B/B-' as of the last trustee report from
'BBB/BBB-' during the last review, breaching its covenant of 7.26
('BBB-').

Fourth Street does not contain overcollateralization or interest
coverage tests that would otherwise trap excess spread to pay down
the notes should principal or interest coverage fall below certain
pre-specified levels.  However, the transaction contains a class A
sequential pay test that, if triggered, requires commencement of
the sequential pay period thereby diverting all principal proceeds
to paydown the most senior class outstanding before other notes
receive principal.  Currently, the class A sequential pay test
level is 20.1% and is failing the trigger of 129.14%. As a result,
the class A-1 notes are receiving their monthly interest payments
and all available principal proceeds.  Fitch expects only the
class A-1 notes to receive future principal distributions.  
Classes A-2, A-3, B, and C continue to receive timely interest
payments, but have little prospect of any principal recovery.
Classes D, E, and F are currently not receiving any interest or
principal payments.  Fitch does not expect these classes to
receive any payments in the future.

The rating of the classes A-1, A-2, A-3, B, and C notes address
the timely receipt of scheduled interest payments and the ultimate
receipt of principal by the legal final maturity date as per the
transaction's governing documents.  The ratings of the classes D,
E, and F notes address the ultimate receipt of interest payments
and the ultimate receipt of principal by the legal final maturity
date as per the transaction's governing documents.  The ratings
are based upon the capital structure of the transaction, the
quality of the collateral, and the protections incorporated within
the structure.

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


FREDDIE MAC: Looks to Refinance $225 Billion by End of Sept. 2008
----------------------------------------------------------------
Freddie Mac and Fannie Mae are looking for ways to refinance
$225 billion worth of debt by the end of September as investors
are remaining cautious about the two government-sponsored
enterprises, reports ABIWorld.

Shares of both companies have been hammered for weeks by fears
they would no longer be able to function, a problem that would
likely cripple the U.S. housing market, says ABIWorld.  

As reported by the Troubled Company Reporter, the U.S. Congress in
July gave the U.S. Treasury Department authority to lend money to
Fannie and Freddie or take an equity stake.  Because investors
have little idea how Treasury would intervene, they have become
less enthusiastic about adding Fannie or Freddie debt to their
portfolios, creating a potentially self-fulfilling spiral,
ABIWorld reports.

                        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.


FRONTIER AIRLINES: Shareholder Says Equity Has Been Neglected
-------------------------------------------------------------
In a letter addressed to the U.S. Bankruptcy Court for the
Southern District of New York dated Aug. 15, 2008, Edward Ken
Mauzy, a shareholder at Frontier Airlines Holdings Inc., says that
Frontier Airlines Holdings Inc. and its subsidiaries' bankruptcy
cases show an "apparent overlooking of the interests of
shareholders."

Mr. Mauzy admits that under Chapter 11 law, the stockholders are
not first in line.  However, options to preserve their interests
in the company must be considered.

In this regard, Mr. Mauzy suggests the option of selling Frontier
to another airline or entity, with the stockholders receiving the
proceeds of the sale or shares in the acquiring company.  Being a
"highly regarded airline with new opportunities for expansion,"
Frontier will be marketable, Mr. Mauzy says.

In the alternative, Frontier can offer additional shares to its
stockholders through a stock offering, recapitalizing as required
to satisfy the credit markets, Mr. Mauzy tells Judge Robert D.
Drain.

Mr. Mauzy believes that a "new share distribution," if any,
should include a certain amount of new shares to be given for
each old share owned, even if a rescuing entity obtains the
majority of the new shares.

                About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation     
for passengers and freight.  They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico.  As of May 18, 2007 they operated 59
jets, including 49 Airbus A319s and 10 Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Hugh R. McCullough, Esq., at Davis Polk &
Wardwell, represents the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel, Faegre
& Benson LLP is the Debtors' Special Counsel, and Kekst and
Company is the Debtors' Communications Advisors.  At Dec. 31,
2007, Frontier Airlines Holdings Inc. and its subsidiaries'
total assets was $1,126,748,000 and total debts was
$933,176,000.  

(Frontier Airlines Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


FRONTIER AIRLINES: Posts $57MM Net Loss in Quarter Ended June 30
----------------------------------------------------------------

        FRONTIER AIRLINES HOLDINGS, INC., AND SUBSIDIARIES
               Unaudited Consolidated Balance Sheets
                        As of June 30, 2008

                              ASSETS

CURRENT
ASSETS:                                                               
   Cash and cash equivalents                         $59,314,000    
   Investment securities                               7,480,000
   Restricted investments                            115,503,000
   Receivables, net                                   60,690,000
   Prepaid expenses and other assets                  29,280,000
   Inventories, net                                   18,883,000   
   Assets held for sale                                  958,000
                                                  --------------
Total current assets                                 292,108,000

Property and other equipment, net                    811,547,000
Security and other deposits                           25,499,000
Aircraft pre-delivery payments                        13,985,000
Restricted investments                                 2,845,000
Deferred loan expenses and other assets               15,511,000
                                                  --------------
Total Assets                                      $1,161,495,000
                                                  ==============

               LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities not subject to compromise:

CURRENT LIABILITIES:
   Accounts payable                                  $40,722,000
   Air traffic liability                             236,904,000
   Other accrued expenses                             58,872,000
   Current portion of long-term debt                           -
   Pre-delivery payment financing                      3,139,000
   Deferred revenue and other liabilities             18,352,000
                                                  --------------
Total current liabilities                            357,989,000

Long-term debt related to aircraft notes                       -
Convertible notes                                              -
Deferred revenue and other liabilities                23,462,000
                                                  --------------
Total liabilities not subject to compromise          381,451,000
                                                  --------------
Liabilities subject to compromise                    684,802,000
                                                  --------------
Total Liabilities                                 $1,066,253,000
                                                  --------------

STOCKHOLDERS' EQUITY:
   Preferred stock, no par value, authorized
   1,000,000 shares; none issued                               -
   Common stock, no par value, stated value of
    $0.001 per share, authorized 100,000,000
    shares; 36,945,744 shares issued and
    outstanding at March 31, 2008                         37,000
   Additional paid-in capital                        196,232,000
   Unearned ESOP shares                                 (411,000)
   Accumulated other comprehensive loss, net                   -
   Retained deficit                                 (100,616,000)
                                                  --------------
Total Stockholders' Equity                            95,242,000
                                                  --------------
Total Liabilities and Stockholders' Equity        $1,161,495,000
                                                  ==============


        FRONTIER AIRLINES HOLDINGS INC., AND SUBSIDIARIES
           Unaudited Consolidated Statement of Operations
                 Three Months Ended June 30, 2008

Revenues:
   Passenger                                        $349,091,000
   Cargo                                               1,699,000
   Other                                               9,697,000
                                                  --------------
Total revenues                                       360,487,000

Operating expenses:
   Flight operations                                  46,465,000
   Aircraft fuel                                     174,389,000
   Aircraft lease                                     29,524,000
   Aircraft and traffic servicing                     46,422,000
   Maintenance                                        29,736,000
   Promotion and sales                                32,889,000
   General and administrative                         12,832,000
   Operating expense -- regional partners             26,650,000
   Employee separation and exit costs                    574,000
   Gains on sales of assets, net                      (8,833,000)
   Depreciation                                       11,327,000
                                                  --------------
Total operating expenses                             401,975,000
                                                  --------------
Operating loss                                       (41,488,000)

Non-operating income (expense):
   Interest income                                     1,291,000
   Interest expense                                   (7,294,000)
   Loss from early extinguishment of debt               (239,000)
   Other, net                                         (1,422,000)
                                                  --------------
Total non-operating expense, net                      (7,664,000)

Loss before reorganization items
   and income tax expense                            (49,152,000)

Reorganization expenses                                8,587,000
                                                  --------------
Net Loss                                            ($57,739,000)
                                                  ==============


        FRONTIER AIRLINES HOLDINGS INC., AND SUBSIDIARIES
          Unaudited Consolidated Statement of Cash Flow
                 Three Months Ended June 30, 2008

Cash flows from operating activities:
   Net Loss                                         ($57,739,000)

   Adjustments to reconcile net loss to net cash
    and cash equivalents:
     Compensation expense under long-term
     incentive  and employee stock ownership plans       563,000
     Depreciation and amortization                    11,536,000
     Provisions recorded on inventories                  395,000
     Gains on disposal of equipment and other, net    (8,833,000)
     Mark to market adjustments on derivative gains   (7,352,000)
     Proceeds received from settlement of
      derivative contracts                            23,151,000
     Loss on early extinguishment of debt                239,000
     Unrealized loss on short-term investments         1,320,000
     Reorganization items                              8,587,000

     Changes in operating assets and liabilities:
      Restricted investments                         (41,384,000)
      Receivables                                        624,000
      Security and other deposits                       (800,000)
      Prepaid expenses and other assets               (2,852,000)
      Inventories                                     (1,453,000)
      Other assets                                      (146,000)
      Accounts payable                                14,271,000
      Air traffic liability                           10,886,000
      Other accrued expenses                         (14,422,000)
      Deferred revenue and other liabilities            (773,000)
                                                  --------------
Net cash used by operating activities                (64,182,000)

Cash flows from reorganization activities:
Net cash used by reorganization activities            (3,871,000)

Cash flows from investing activities:
   Aircraft lease and purchase deposits made          (1,247,000)
   Proceeds from the sale of property
    and equipment assets held for sale                59,304,000
   Capital expenditures                               (4,949,000)
                                                  --------------
Net cash provided by investing activities             53,108,000

Cash flows from financing activities:
   Net proceeds from issuance of common stock                  -
   Proceeds form long-term borrowings                          -
   Extinguishment of long-term borrowings            (33,754,000)
   Principal payments on long-term borrowings        (12,741,000)
   Payment of financing fees                             (83,000)
                                                  --------------
Net cash used by financing activities                (46,578,000)

Net decrease in cash and cash equivalents            (61,523,000)
Cash and cash equivalents, beginning of period       120,837,000
                                                  --------------
Cash and cash equivalents, end of period             $59,314,000
                                                  ==============

                About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation     
for passengers and freight.  They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts.  Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

(Frontier Airlines Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


FRONTIER AIRLINES: Teamsters Balk at Request for Protective Order
-----------------------------------------------------------------
The International Brotherhood of Teamsters asked the U.S.
Bankruptcy Court for the Southern District of New York to deny
Frontier Airlines Holdings Inc. and its subsidiaries' request for  
a protective order, pursuant Section 1113(d)(3) of the Bankruptcy
Code, blocking the Teamsters from sharing confidential data.

Frontier delivered its proposal to modify both the economic and
non-economic terms of the CBAs to the Teamsters on July 29, 2008.  
To comply with Section 1113(b)(1)(B) of the Bankruptcy Code,
which requires the provision of information that are necessary to
evaluate the Proposed Modifications, Frontier delivered to the
Union a draft agreement containing standard confidentiality
terms, Benjamin S. Kaminetzky, Esq., at Davis Polk & Wardwell, in
New York, relates, on behalf of the Debtors.

Pursuant to the Debtors' proposed Confidentiality Agreement, the
Debtors will provide confidential, proprietary or other non-
public confidential information to an executive committee
authorized by the Teamsters to evaluate the Proposed
Modifications.  Any documents designated as "confidential" or
"highly confidential" information that are produced to the
Executive Committee will be subject to the Agreement.

A full-text copy of the Proposed Confidentiality Agreement is
available at no charge at: http://ResearchArchives.com/t/s?311f

Mr. Kaminetzky says the Teamsters has asserted that it is
"entitled to all relevant information immediately and
unconditionally," which it can share with anyone it deems
desirable, and in any forum it deems advisable.  Moreover, the
Teamsters also demands that Frontier immediately provide highly
confidential and commercially sensitive competitive information,
including, among other things, the Company's business plan,
projected statements of income and all liquidation and valuation
analyses.

"Unless we have the information, there's no reason to meet
with them," Teamsters Local 961 President Matthew Fazakas told
Bloomberg News, adding that the union had proposed bargaining
sessions begin next week.

The Teamsters has also declined Frontier's efforts to engage in
negotiations over confidentiality terms, which refusal has caused
delay and frustrated the confidentiality process pursuant to
Section 1113 of the Bankruptcy Code, Mr. Kaminetzky adds.

Section 1113 requires the Debtors to "provide the Union with
relevant information as is necessary to evaluate the proposal,"
and authorizes the Court to prevent disclosure of information, as
necessary to avoid compromising the position of the Debtors with
respect to their competitors in the industry.

"Frontier only seeks to comply with its statutory duty under
Section 1113 to share certain highly confidential information and
commence negotiations with the Teamsters; however, it cannot do
so in the absence of confidentiality protections, as disclosure
could threaten Frontier's competitive position and survival in
the airline industry," Mr. Kaminetzky explains.

Teamsters contended that the Debtors' request for a protective
order is "antithetical" to Section 1113(d)(3) of the Bankruptcy
Code.  The Teamsters asserted that it is "entitled to all relevant
information immediately and unconditionally," and demanded
disclosure of, among other things, the company's business plan,
forecasted statements of income and all liquidation and valuation
analyses -- information that are "highly confidential and
commercially sensitive" according to the Debtors.

Marianne Goldstein Robbins, Esq., at Previant Goldberg, Uelmen,
Gratz, Miller & Brueggemen, S.C., in Milwaukee, Wisconsin,
contends on the Teamsters' behalf, that the Debtors have neither
presented an argument that their proposed Protective Order is
consistent with the Teamsters' needs, nor that it is necessary to
protect them from disclosure to competitors.

Ms. Robbins points out that airlines are required to report to
the Department of Transportation and make available to the
public, their financial information, including balance sheets,
statements of cash flow, financial statements of operation,
employment statistics, U.S. and foreign carrier traffic and
capacity information, and report of financial data.

There was no method to challenge designations of confidential
information, or any procedure by which the Debtors would make the
showing, as required by Section 1113(d)(3), Ms. Robbins told Judge
Robert D. Drain.

Pursuant to Section 1113(b), any proposal for modifications to the
Debtors' CBAs with the Teamsters must be "based upon the most
complete and reliable information available at the time of the
Proposal," thus, protection against information disclosure applies
against third parties only, not against the Teamsters, Ms. Robbins
contends.

Specifically, Section 1113 prohibits the disclosure of
information that applies only to those that harm the Debtors'
position versus their direct competitors in the same industry,
which are limited to matters that involve "trade secrets," Ms.
Robbins says.

Ms. Robbins adds that the Debtors' proposed Confidentiality
Agreement has a category of "highly confidential" information
that could only be filed under seal.  In this regard, the
proposed Agreement purported to cover documents that have already
been produced retroactively, she maintained.

Furthermore, "rank-and-file members have a federally-protected
right to participate in union affairs which cannot be impaired by
the federal courts . . . and mandates that [the C]ourt protect
union democracy and the rank-and-file's right to know," Ms.
Robbins told Judge Drain.

                About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation     
for passengers and freight.  They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts.  Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

(Frontier Airlines Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


GEMINI AIR: Commences Chapter 7 Liquidation Proceedings
-------------------------------------------------------
Air Cargo News.net reported on Aug. 18 that Gemini Air Cargo, Inc.
has ceased operations and has entered Chapter 7 liquidation.

The liquidation proceedings and the closure were decided after the
airline reportedly failed to reach agreement with final interested
party, Bravia Capital, on the sale of its operations.  The
airlines received several expressions of interest, including from
Centurion Air Cargo, but no deal was reached, according to the
report.

According to the report, a source close to the airline said only a
skeleton staff remains at the company and most employees have been
informed of the closure.  Reportedly, Gemini's four MD-11Fs will
be returned to the lessors, two to GECAS and two to AerCap.

                     About Gemini Air Cargo

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

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

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


GSC CAPITAL: Moody's Junks Three Class Certificates' Ratings
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 7 tranches
from 2 Alt-A transactions issued by GSC Capital Corp Mortgage
Trust.  The collateral backing these transactions consists
primarily of first-lien, adjustable-rate, Alt-A mortgage loans.

Complete rating actions are:

Issuer: GSC Capital Corp. Mortgage Trust 2006-1

  -- Cl. A-2, Downgraded to Baa1 from Aaa
  -- Cl. A-3, Downgraded to Baa2 from Aa1

Issuer: GSC Capital Corp. Mortgage Trust 2006-2

  -- Cl. A-1, Downgraded to Aa1 from Aaa
  -- Cl. A-2, Downgraded to Ba1 from Aaa
  -- Cl. M-2, Downgraded to Ca from B3
  -- Cl. M-3, Downgraded to Ca from B3
  -- Cl. M-4, Downgraded to Ca from 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.  The
actions described below are a result of Moody's on-going review
process.


GUILDERLAND LTC: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Guilderland LTC Management, LLC
             428 Route 146
             Guilderland Center, NY 12085

Bankruptcy Case No.: 08-12759

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Guilderland Realty Holdings Corp.          08-12760
        Guilderland Center Group, LLC              08-12761

Chapter 11 Petition Date: August 20, 2008

Court: Northern District of New York (Albany)

Debtors' Counsel: Francis J. Brennan, Esq.
                     Email: fbrennan@nolanandheller.com
                  Nolan & Heller, LLP
                  39 N. Pearl St.
                  Albany, NY 12207
                  Tel: (518) 449-3300
                  http://www.nolanandheller.com/

Guilderland LTC Management, LLC's Financial Condition:

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

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

A. A copy of Guilderland LTC Management, LLC's petition is
   available for free at:

      http://bankrupt.com/misc/nynb08-12759.pdf

B. Guilderland Realty Holdings Corp. does not have any creditors
   who are not insiders.

C. A copy of Guilderland Center Group, LLC's petition is
   available for free at:

      http://bankrupt.com/misc/nynb08-12761.pdf


HAIGHTS CROSS: June 30 Balance Sheet Upside-Down by $140.3 Million
------------------------------------------------------------------
Haights Cross Communications Inc. reported Wednesday its results
for the second quarter ended June 30, 2008.  

At June 30, 2008, the company's consolidated balance sheet showed
$339.1 million in total assets and $479.4 million in total
liabilities, resulting in a $140.3 million stockholders' deficit.

Including income on disposal of discontinued operations of
$15.4 million, the company reported net income of $16.3 million
for the second quarter ended June 30, 2008.  This compares with a
net loss of $14.4 million, including income from discontinued
operations of $367,000, for the same period last year.

The company disclosed that on June 30, 2008, it had closed the
sale of its Oakstone Publishing business.  As a result of the
disposition, the results of Oakstone Publishing have been
reclassified as discontinued operations for all periods presented
in the consolidated financial statements.  The company also
disclosed on July 1, 2008, that it was suspending the sale process
for its test-prep and intervention business, Triumph Learning, and
its audio book publishing business, Recorded Books.

Revenue for the second quarter 2008 was $51.9 million, an increase
of $1.3 million, or 2.7%, compared to revenue of $50.6 million for
the second quarter 2007, reflecting growth in the company's Test-
Prep and Intervention and Library segments, partially offset by a
continued revenue decline in the company's K-12 Supplemental
Education segment.

Income from operations increased $3.5 million to $8.4 million for
the second quarter 2008, primarily reflecting the revenue growth
for the quarter, in addition to decreased cost of goods sold
expenses and amortization of pre-publication costs associated with
the wind-down of the Sundance/Newbridge business.

EBITDA, which the company defines as earnings before interest,
taxes, depreciation, amortization, discontinued operations and
goodwill impairment charges, grew $1.8 million to $14.4 million
for the second quarter 2008, primarily reflecting quarter revenue
growth and decreased cost of goods sold, offset by increased
restructuring costs associated with the wind-down of its
Sundance/Newbridge business.

On Aug. 15, 2008, the company refinanced its senior secured term
loans due Aug. 15, 2008.  The company borrowed $108.2 million
under the new credit facility and used a combination of net
proceeds plus cash on hand, including cash received from its
previous sale of its Oakstone Publishing business to repay its
existing senior secured term loans in full.  In addition, on
Aug. 15, 2008, the company retired $31.2 million of its 11 3/4%
Senior Notes due 2011.

          Results for the Six Months Ended June 30, 2008

Revenue for the six months ended June 30, 2008, increased to
$96.8 million from $96.2 million for the six months ended June 30,
2007, reflecting growth in the company's Library, Test-prep and
Intervention segments offset by a revenue decline in the company's  
K-12 Supplemental Education segment.

Income from operations for the six months ended June 30, 2008
increased $1.3 million, primarily due to the decreases in costs of
goods sold and amortization of pre-publication costs offset by
increased restructuring related costs associated with the wind
down of the company's Sundance/Newbridge business and increased
professional fees related to the suspended efforts to sell the
company's Recorded Books and Triumph Learning businesses.

EBITDA improved $200,000 to $23.1 million for the six months ended
June 30, 2008, reflecting increases in the Library and K-12
Supplemental Education segments off-set by a decrease in the  
Test-prep and Intervention segment and one time charges associated
with suspended efforts to sell the company's Recorded Books and
Triumph Learning businesses.

For the six months ended June 30, 2008, the company invested
$10.6 million in pre-publication costs, compared to $11.4 million
during the same period in 2007.  Pre-publication costs relate to
costs incurred in the development of new products.

For the six months ended June 30, 2008, the company invested
$600,000 in property and equipment, compared to $1.1 million
during the same period in 2007.  Property and equipment
expenditures relate to the purchase of tangible fixed assets such
as computers, software, and leasehold improvements.

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?3115

                       About Haights Cross

Founded in 1997 and based in White Plains, New York, Haights Cross
Communications Inc. -- http://www.haightscross.com/--  is a   
developer and publisher of products for the K-12 supplemental
education and library markets.  The company's products include
supplemental reading books with a concentration on non-fiction
content, state-specific test preparation materials, skills
assessment and intervention books and unabridged audiobooks.  The
company's products are sold primarily to schools and libraries.

                          *     *     *

As reported in the Troubled Company Reporter on June 24, 2008,
Moody's Investors Service downgraded Haights Cross Communications
Inc.'s Corporate Family rating to Caa3 from Caa1 and its
Probability of Default rating to Ca from Caa2.


HINES HORTICULTURE: Taps Epiq Bankruptcy as Claims Agent
--------------------------------------------------------
Hines Horticulture Inc. and its affiliate ask the United States
Bankruptcy Court for the District of Delaware for permission to
employ Epiq Bankruptcy Solutions LLC as their claims, notice and
balloting agent.

Epiq Bankruptcy will:

   a) assist the Debtors with all required notices in these cases
      including, among others:

      -- notice of commencement of these Chapter 11 cases and the
         initial meeting of creditors under Section 3419a) of the
         Bankruptcy Code;

      -- notice of claims bar dates;

      -- notice of objections to claims;

      -- notice of any hearings on the Debtors' disclosure
         statement and confirmation of the Debtors' Chapter 11
         plan; and

      -- other miscellaneous notices as the Debtors or the Court
         may deem necessary or appropriate for the orderly
         administration of these Chapter 11 cases;

   b) file with the clerk's office a certificate or affidavit of
      service that includes:

      -- a copy of the notice served;

      -- a list of persons upon whom the notice was served along
         with their addresses; and

      -- the date and manner of service;

   c) receive, examine and maintain copies of all proofs of claim
      and proofs of interest filed in the case;

   d) maintain official claim registers in each of the Debtors'
      cases by docketing all proofs of claims and proofs of
      interest in the applicable claims database that includes
      these information for each claim or interest asserted:

      -- name and address of the claimant or interest holder and
         any agent, if the proofs of claim or proof of interest
         was filed by an agent;

      -- date the proof of claim or proof of interest was received  
         by the firm or the Court;

      -- claim number assigned to the proof of claim or proof of
         interest;

      -- asserted amount and classification of the claim; and

      -- applicable Debtors against which the claim or interest is
         asserted;

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) transmit to the clerk's office a copy of the claims
      registers on a weekly basis, unless requested by the clerk's
      office on a more or less frequent basis, or in the
      alternative, make available the claims register on-line;

   g) maintain an updated mailing list for all entities that have
      filed proofs of claims or proofs of interest and make the
      list available upon request to the clerk's office or any
      party in interest;

   h) provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in the case
      without charge during regular business hour;

   i) record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of the transfer as required by
      Bankruptcy Rule 3001(e);

   j) assist the Debtors with administrative tasks in the
      preparation of their bankruptcy schedules of assets and
      liabilities and statements of financial affairs;

   k) comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   l) comply with further conditions and requirements as the
      clerk's office or the Court may at any time prescribe;

   m) provide other claims processing, noticing and related
      administrative services as may be requested from time to
      time by the Debtors;

   n) oversee the distribution of the applicable solicitation
      inquires;

   o) respond to mechanical and technical distribution and
      solicitation inquires;

   p) receive, review and tabulate the ballots cast, and make
      determinations with respect to each ballots as to its
      timeliness, compliance with the Bankruptcy Code;

   q) certify the results of the balloting to the Court; and

   r) perform other related plan-solicitation services as may be
      requested by the Debtors.

The firm's professionals and their compensation rates are:

      Designations                      Hourly Rates
      ------------                      ------------
      Senior Consultant                     $295
      Senior Case Manager                $225-$275
      Case Manager (Level 2)             $185-$220
      IT Programming Consultant          $140-$190
      Case Manager (Level 1)             $125-$175
      Clerk                               $40-$60

To the best of the Debtors' knowledge, the firm is a disinterested
person as defined in Section 101(14) of the Bankruptcy Code.

                     About Hines Horticulture

Headquartered in Irvine, California, 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.  The company and its affiliate, Hines Nurseries, Inc.,
filed for Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del.
Case No.08-11922).  Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection against their
creditors, they listed assets and debts between $100 million and
$500 million each.

  
IAC/INTERACTIVE: Moodys Rates 7% Senior Unsecured Notes at Ba3
--------------------------------------------------------------
Moody's Investors Service downgraded IAC/InterActiveCorp's
Corporate Family rating to Ba2 from Baa3, the $80 million 2035
Liberty bonds guaranteed by IAC to Ba2 from Baa3, and the
remaining 7% senior unsecured notes due 2013 to Ba3 from Baa3.  

Moody's also assigned a Ba1 Probability of Default rating and
SGL-1 speculative-grade liquidity rating.  The rating actions
conclude the review for downgrade initiated on Nov. 6, 2007 in
connection with IAC's announcement that its Board of Directors had
approved a plan to separate into five publicly traded companies by
spinning off HSN, Inc., Ticketmaster, Interval Acquisition Corp.
and Tree.com to existing IAC shareholders. The rating outlook is
stable.

Downgrades:

Issuer: IAC/InterActiveCorp

  -- Corporate Family Rating, Downgraded to Ba2 from Baa3

  -- 7% Senior Unsecured Notes due 2013, Downgraded to Ba3, LGD6-
     97% from Baa3

Issuer Rating, Downgraded to Ba3 from Baa3

Issuer: New York City Industrial Development Agency, NY

  -- 5% Liberty Bonds (guaranteed by IAC/InterActiveCorp.),
     Downgraded to Ba2, LGD4-65% from Baa3

Assignments:

Issuer: IAC/InterActiveCorp

  -- Probability of Default Rating, Assigned Ba1
  -- Speculative Grade Liquidity Rating, Assigned SGL-1

Outlook Actions:

Issuer: IAC/InterActiveCorp

  -- Outlook, Changed To Stable From Rating Under Review

IAC received approximately $1.15 billion of cash dividends in
conjunction with the spin-offs funded from new debt offerings at
HSN, Ticketmaster and Interval.  In addition, approximately $750
million of the pre-spin cash balance remained with the spincos
related to their operating cash needs and client cash held by
Ticketmaster.  IAC utilized cash along with $300 million of new
notes issued by Interval to fund a tender/exchange offer for its
$750 million of 7% senior unsecured notes due in 2013.  Subsequent
to the spin-offs, related financings and the tender/exchange
offer, IAC will have approximately $1.35 billion of cash and
marketable securities and balance sheet debt declines to
approximately $96 million from $913 million.

The CFR downgrade reflects the significant reduction in IAC's
scale and business diversity with the spin-off of approximately
78% of its revenue and approximately 73% of segment EBITDA.  The
spin-offs also significantly increase the company's reliance on
its portfolio of Internet businesses, which are profitable as a
group but subject to low entry barriers and significant business
risk.  The Liberty bonds are guaranteed by IAC and have a security
interest in the mortgage on IAC's headquarters building in
Manhattan that allows bondholders to foreclose on the building in
the event of a default.  Moody's ranks the Liberty bonds ahead of
the remaining 2013 notes in the LGD framework because the 2013
notes are a senior unsecured obligation of IAC with no security
interest in the building, and this drives the one notch rating
differential on those bonds.

The Ba2 CFR reflects IAC's ability to generate cash through
the development of a variety of consumer-oriented Internet
applications that build upon its expertise in online marketing and
distribution, the sizable net cash position available to pursue
its strategic objectives, and low leverage.  IAC will consist of
Ask.com, Match.com, Citysearch.com, ServiceMagic.com and various
other Internet companies with a collective reach that demonstrates
the company's marketing and distribution skills.  Moody's expects
IAC will continue to leverage these capabilities by developing and
acquiring online businesses.  There is significant event risk and
Moody's believes IAC will continue to exhibit a sizable amount of
churn in the business portfolio.

IAC's primary online properties have established brand names and
reasonably long operating histories.  However, the speculative-
grade rating reflects the instability inherent in Internet
businesses due to low entry barriers and significant competition
that includes larger and more diversified companies with more
capacity to invest to keep pace with consumer trends and
technology advances.

IAC's sizable net cash position and relatively low debt-to-EBITDA
provide IAC financial flexibility to pursue its investment and
growth strategy and position the company at the upper end of the
speculative-grade rating range.

The stable rating outlook reflects Moody's expectation that IAC's
online operations will continue to generate reasonable profit
margins and cash flow, and that the company will maintain good
interest coverage and a relatively conservative capital structure
as it pursues its strategic objectives.

The SGL-1 speculative-grade liquidity rating reflects the
company's very good liquidity created by the sizable $1.5 billion
pro forma cash balance, positive free cash flow generation, and
the absence of any meaningful debt maturities until 2013.  Moody's
expects that IAC will utilize a portion of the cash for
acquisitions and share repurchases, but maintain a comfortable net
cash position over the 12-month liquidity horizon.

IAC, headquartered in New York City, owns a portfolio of Internet
companies. Properties include the search engine Ask.com, online
dating sites Match.com and Chemistry.com, the Citysearch.com local
entertainment guides, the home improvement contractor marketplace
ServiceMagic.com, and a series of other consumer applications and
portals.  IAC plans to spin-off portfolio businesses HSN,
Ticketmaster, Interval, and Tree.com in August 2008.  Upon
completion of the spin-offs, IAC's pro forma revenue approximates
$1.4 billion for the LTM  June 30, 2008 period.


IAC/INTERACTIVECORP: S&P Affirms 'BB' Rating; Off Watch
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on New York City-based IAC/InteractiveCorp and
removed it from CreditWatch, where it was placed with negative
implications Nov. 5, 2007, following IAC's announcement that it
planned to divide itself into five publicly traded companies. The
rating outlook is stable.

"The CreditWatch removal and rating affirmation follows the close
of the company's spin-off transaction, and our evaluation of the
company's business outlook, financial policy, and capital
structure," S&P says.

"At the same time, we affirmed the rating on IAC's 7% senior notes
due 2013, of which about $16 million is expected to remain
outstanding after the company's tender offer, at 'BB' (at the same
level as the 'BB' corporate credit rating). We assigned a recovery
rating of '3' to this debt, indicating our expectation for
meaningful (50%-70%) recovery in the event of a payment default,"
S&P adds.

We also revised the issue-level rating on the Liberty Bonds series
2005 due 2035 to 'BB+' (one notch higher than the corporate credit
rating) from 'BB', and assigned a recovery rating of '2' to this
debt, indicating our expectation for substantial (70%-90%)
recovery in the event of a payment default.

"The 'BB' corporate credit rating reflects IAC's reduced level of
business diversity following the spin-offs, competition from well-
positioned and better capitalized competitors, several start-up
loss-generating businesses and the risk of extended investment
periods for start-up initiatives, and vulnerability to continuing
changes in technology and consumer and business demands," said
Standard & Poor's credit analyst Michael Altberg. "These factors
are partially offset by the company's adequate liquidity position
provided by cash balances, good conversion of EBITDA to
discretionary cash flow, low debt leverage following the tender of
the large majority of 7% senior notes, and fairly well-established
Internet brands."

Following the spin-off, IAC will be an Internet-based company
consisting of its Media & Advertising segment, which includes its
search-related business; Match.com, the largest online dating
service, with about 1.3 million paid subscribers; ServiceMagic, an
online marketplace that connects consumers with home service
professionals; and its emerging business group of start-up
initiatives.


ICFQ DESARROLLOS: Wants to Employ Charles Cuprill as Counsel
------------------------------------------------------------
ICFQ Desarrollos Carraizo, Inc., asks permission from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Charles
A. Cuprill, P.S.C., Law Offices, as its bankruptcy counsel.

Charles A. Cuprill-Hernandez, Esq., a member at the firm, tells
the Court that the firm's professionals will bill the Debtor at
these hourly rates:

      Charles A. Cuprill-Hernandez     $350
      Associate                        $200
      Paralegals                        $50

Documents submitted to the Court did not specify the firm's
services to be rendered in the Debtor's case.

Mr. Cuprill-Hernandez assures the Court that the firm does not
represent any interest adverse to the Debtor.

Caguas, Puerto Rico-based ICFQ Desarrollos Carraizo, Inc., filed
for Chapter 11 protection on July 3, 2008 (Bankr. D. P.R. Case No.
08-04351).  When the Debtor filed for protection from its
creditors, it listed estimated assets of $55,985,918 and debts of
$3,687,843.


INDUSTRIAL DEVELOPMENT: Fitch Affirms BB Rating on $8.37MM Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the Industrial Development Authority of
the County of St. Louis, Missouri's outstanding $8.37 million
revenue bonds (issued on behalf of Nazareth Living Center) at
'BB+' as:

Industrial Development Authority of the County of St. Louis,
Missouri
  -- $8,569,000 health care facilities refunding revenue bonds,
     series 1999.

The Rating Outlook is Stable.

Rating rationale and primary drivers behind the rating affirmation
and Stable Outlook are based on Nazareth Living Center's  
continued operating stability and strong debt service coverage.
NLC posted an operating margin of 8% on revenue of $13.6 million
in fiscal-year 2007, continuing a four-year trend of positive
results since posting an operating loss in 2003.  Furthermore,
debt service coverage remains strong at 3.3 times as of June 30,
2008, continuing a trend of coverage in excess of 3.0x since 2006;
again much improved from 1.6x in 2003 and well above rate
covenants that were tripped in 2000 and 2001.  Although the
positive operating performance has improved the overall credit
profile of NLC, upward movement in the rating is precluded at this
time in large part due to NLC's declining census in both ALU and
SNF (76.2% and 93.1%, respectively) and its high average age of
plant (11.7 years as of June 30, 2008 ).  Furthermore, NLC's small
revenue size ($13.6 million in 2007) and the inherent risks
associated with its delivery model (mix of SNF and ALU) limits its
ability to quickly adjust to major shifts in reimbursement,
competitive pressures, and/or major expense drivers such as
increases in labor and supply costs that outpace inflation.

Fitch has previously noted its concern regarding declining
utilization, specifically as it relates to the activity of the
Sisters of St. Joseph of Carondelet.  NLC is sponsored by the
Sisters and has a contract with the order that was updated in 2005
to ensure more appropriate reimbursement.  NLC relies heavily on
the payment contract with the Sisters, which comprise roughly 39%
of total facility utilization and is the largest payor contract.
As the Sisters' occupancy declines commensurate with the declining
number of Sisters in the order, Fitch believes NLC will be
challenged to replace that activity with private pay patients at
rates similar to the Sisters' contract especially given the very
competitive nature of NLC's core market area.  NLC's marketplace
is very competitive with several competitors having relatively new
assisted living units.  Meramec Bluffs, sponsored by Lutheran
Senior Services (rated 'A-' by Fitch) and Friendship Village of
South County (rated 'A-') have recently added new units to their
campuses. Management reported that Erickson Retirement Communities
is entering the market and has opened a sales office six miles
from NLC. Finally, Presbyterian Manors of Mid-America Inc. is
planning to build a continuing care retirement community on the
campus of the former SSM St. Joseph hospital campus in Kirkwood,
approximately eight miles from NLC.

The Stable Outlook is based on Fitch's belief that management can
maintain NLC's current profitability and liquidity profile.  Fitch
believes that management's recent initiatives to increase Medicare
revenues will allow NLC to remain profitable and allow for
investments in core facilities without materially weakening NLC's
current balance sheet.  Furthermore, NLC's entered into a
management services relationship with Benedictine Health Services
(BHS, formerly an affiliate of Essentia Health - Essentia Health
is rated 'A-' ) on Jan. 1, 2008, which is viewed positively by
Fitch.  The common religious mission and senior living
specialization of the two entities is expected to produce
synergies through shared strategies and management best practices
that should lead to continued operating stability for NLC.

Located in St. Louis, Missouri, Nazareth Living Center operates
134 assisted living units and 140 skilled nursing beds. Under the
series 1999 bond documents, NLC is required to disclose only
annual financial statements to the trustee for the benefit of
bondholders.  However, Fitch views favorably NLC's distribution of
interim financials and utilization statistics directly to
requesting bondholders.


INTERMET CORP: Obtains Interim Approval to Use Cash Collateral
--------------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware gave auto supplies maker Intermet Corp.,
which filed for Chapter 11 protection for the second time on
August 12, permission to access cash collateral from a group of
prepetition lenders despite the lenders' objections, reports
Bankruptcy Law360.

Based 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).  
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' lead counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq. and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' local counsel.  When the Debtors filed for protection
from their creditors, they listed assets between $50 million and
$100 million and total debts between $100 million and $500
million.


ISONICS CORP: Losses Cue Hein & Associates' Going Concern Doubt
---------------------------------------------------------------
Denver-based Hein & Associates LLP raised substantial doubt about
the ability of Isonics Corporation to continue as a going concern
after it audited the company's financial statements for the year
ended April 30, 2008.  

The auditing firm reported that the company has suffered recurring
losses from operations and will continue to require funding from
investors for working capital.

The company posted a net loss of $11.21 million on total revenues
of $22.16 million for the year ended April 30, 2008, as compared
with a net loss of $13.17 million on total revenues of $27.73
million in the prior year.

                       Management Statement

The company has working capital shortages in the past and,
although the company raised capital totaling more than
$46.8 million (net of expenses and $4.1 million of payments
related to its 8% Debentures) since May 1, 2004, the company has
generated significant losses, which have impacted its working
capital.  

As of April 30, 2008, the company's consolidated balance sheet
reflects a working capital deficit of $13.13 million.

The company expects that these conditions will continue for the
foreseeable future unless the company is able to raise a
substantial amount of additional financing.  In view of these
matters, the company's ability to continue to pursue its plan of
operations is dependent upon its ability to raise the capital
necessary to meet its financial requirements on a continuing
basis.

Based on the amount of capital remaining and expected negative
cash flow from operations and investing activities, management
anticipates that the company will not be able to positively impact
its working capital unless it is able to substantially increase
revenues or reduce expenses thereby generating positive cash flow
from operations and (ultimately) operating income.

As a result of the financing in June 2008, the management believes
that the company currently has enough working capital to finance
its anticipated operations and projected negative cash flow into
the quarter ending Oct. 31, 2008.

In addition, if the company is able to secure an offer for asset-
based financing from a third party, YA Global has agreed to review
that proposed financing and in its sole discretion consider
releasing its security interest in certain of the company's assets
to secure that financing.  

If the company is successful at obtaining a minimum of
$1.00 million of additional financing, management believes that
the company could have enough working capital to finance its
anticipated operations and projected negative cash flow into the
fiscal year ending April 30, 2010.

Because of the terms of the existing YA Global financing, the
company is unable to secure any additional financing without YA
Global's consent and approval.  Because of the potential dilution
associated with the 13% Debentures and the holder's security
interest in substantially all of the company's assets, management
believes that it is unlikely that the company will be able to
obtain additional financing unless it is able to reach an
accommodation with its existing debenture holder.

                   Event of Default Probability

The company currently may be non-compliant with certain covenants
of the 13% Debentures and as a result, YA Global may potentially
be able to, in its discretion, declare an Event of Default.  

In addition, it is likely that the company will be unable to
comply with certain financial covenants of the Term Notes during
its fiscal year ending April 30, 2009.  As a result YA Global may
potentially also be able to, in its discretion, declare an event
of default on those notes.

Remedies for an event of default include the option to accelerate
payment of the full principal amount of the 13% Debentures and
Term Notes, together with interest and other amounts due (a
cumulative amount of $20.90 million at April 30, 2008), to the
date of acceleration and the holder will have the right to request
such payment in cash or in shares (as it relates to the YA Global
Debentures) of the company's common stock.

The 13% Debentures and Term Notes are secured by all, or
substantially all, of the company's assets.  If YA Global declares
an event of default on any of the 13% Debentures or the Term
Notes, it is probable that the company will not be able to cure
the default or contest any efforts that YA Global may take to
foreclose against its security interest in substantially all of
the company's assets.  Following such foreclosure, it is likely
that few or no assets would remain for distribution to its
shareholders.

                          Balance Sheet

At April 30, 2008, the company's balance sheet showed $12.76
million in total assets and $17.81 million in total liabilities,
resulting in a $5.05 million stockholders' deficit.  

The company's consolidated balance sheet at April 30, 2008, also
showed strained liquidity with $4.02 million in total current
assets available to pay $17.15 million in total current
liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?3110

                     About Isonics Corporation

Based in Golden, Colo., Isonics Corp. (NasdaqCM: ISON) --
http://www.isonics.com/-- develops, manufactures, and markets  
various specialty chemicals used in semiconductor devices, medical
diagnostics, imaging and therapy, drug development, and energy
production.


JOHNSTON SHIELD: Wants to Hire Sierra Consulting as Bankr. Counsel
------------------------------------------------------------------
Johnston Shield, Inc., asks permission from the U.S. Bankruptcy
Court for the District of Arizona to employ Sierra Consulting
Group, LLC as its bankruptcy counsel.

Sierra Consulting will, among others, assist the Debtor in the
development and confirmation of the Debtor's proposed Plan of
Reorganization, including financial and feasibility studies or
appraisals necessary for the development, submission and
confirmation of the Debtor's proposed plan, and securing debtor-
in-possession financing.

Sierra Consulting will bill the Debtor at these hourly rates:

      Timothy J. Gay & other Principals         $295
      Josephine Giordano & other Directors      $250
      Senior Associates                         $195
      Paraprofessional and Staff             $95 - $175

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

Phoenix, Arizona-based Johnston Shield, Inc., and debtor-
affiliate, Johnston-Shield Properties, LLC, filed for Chapter 11
protection on July 10, 2008 (Bankr. D. Ariz. Case No. 08-08474).  
Franklin D. Dodge, Esq., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $1 million
to $100 million.


JUMA TECH: Seligson & Giannattasio Expresses Going Concern Doubt
----------------------------------------------------------------
Seligson & Giannattasio, LLP, raised substantial doubt about the
ability of Juma Technology Corp. to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2007.  

The auditing firm pointed to the company's significant recurring
losses.  The auditor also stated that the realization of a major
portion of the company's assets is dependent upon Juma's ability
to meet its future financing needs and the success of its future
operations.

The company posted a net loss of $15,861,359 on net sales of
$12,587,003 for the year ended Dec. 31, 2007, as compared with a
net loss of $1,528,153 on net sales of $11,063,329 in the prior
year.

The company's ability to continue as a going concern is dependent
upon its ability to obtain financing to repay its current
obligations and its ability to achieve profitable operations.  
Management plans to obtain financing through the issuance of
additional debt, the issuance of shares on the exercise of
warrants and potentially through future common share private
placements.

Management hopes to realize sufficient sales in future years to
achieve profitable operations, specifically by fully launching the
products offered by the company's subsidiary Nectar Services Corp.
and eliminating the current resource burden of that entity on the
company.  

The resolution of the going concern issue is dependent upon the
realization of management's plans.  There can be no assurance
provided that the company will be able to raise sufficient debt or
equity capital on satisfactory terms.  If management is
unsuccessful in obtaining financing or achieving profitable
operations, the company may be required to cease operations.

The company incurred research and development expenditures of
$642,398 for the year ended Dec. 31, 2007, related to the
development of the Nectar Services Corp. carrier services
platforms (i.e. managed and carrier services).  Management expects
to continue to incur these expenditures into the foreseeable
future.

At Dec. 31, 2007, the company's balance sheet showed $6,462,726 in
total assets and $8,885,547 in total liabilities, resulting in a
$2,422,821 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $4,674,837 in total current assets
available to pay $4,872,667 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?310f

                      About Juma Technology

Based in Farmingdale, N.Y., Juma Technology Corp. (JUMT.OB) --
http://www.jumatechnology.com/-- is a convergence systems  
integrator that provides communication systems, applications, and
services for the implementation and management of data, voice, and
video requirements in businesses, government agencies,
municipalities, and educational institutions.  The company also
provides Enterprise Session Management platform that transforms
isolated telephony resources into a unified communications
platform, as well as provides disaster recovery services.  In
addition, Juma Technology offers telephone carrier services.  The
company was founded in 2002.


JUPITER HIGH: Fitch Cuts Rating for Seven Classes of Certificates
-----------------------------------------------------------------
Fitch has downgraded and removed from Rating Watch Negative seven
classes of notes issued by Jupiter High Grade CDO VII Ltd. and
Jupiter High-Grade CDO VII Inc.  These rating actions are the
result of Fitch's review process and are effective immediately:

  -- $1,032,814,556 class A-1 notes downgraded to 'CC' from 'BBB';
  -- $150,000,000 class A-2 notes downgraded to 'C' from 'BB-';
  -- $150,000,000 class A-3 notes downgraded to 'C' from 'B';
  -- $80,000,000 class A-4 notes downgraded to 'C' from 'B-';
  -- $20,000,000 class A-5 notes downgraded to 'C' from 'CCC';
  -- $21,203,165 class B notes downgraded to 'C' from 'CC';
  -- $10,766,457 class C notes downgraded to 'C' from 'CC'.

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

Jupiter VII is a cash CDO that closed on Aug. 2, 2007, and is
managed by Maxim Advisory LLC.  On Nov. 30, 2007, Jupiter VII
entered an Event of Default due to a breach of the Class A
Principal Coverage test.  On Feb. 6, 2008, the majority of
noteholders voted to terminate the reinvestment period and to
accelerate the transaction.

Presently, 46.1% of the portfolio is comprised of 2006 and 2007
vintage U.S. subprime RMBS, 8% is comprised of 2005, 2006, and
2007 vintage U.S. Alternative-A RMBS, and 23.5% consists of 2006,
and 2007 vintage U.S. SF CDOs.  Additionally, 15.6% of the
portfolio is comprised of prime RMBS and a small percentage of the
portfolio consists of commercial mortgage-backed securities and
commercial asset-backed securities.

Since the last rating action in November 2007, 80% of the
portfolio has been downgraded with an additional 34.8% of the
portfolio currently on Rating Watch Negative.  Approximately 74%
of the portfolio is now rated below investment grade, of which 66%
is rated 'CCC+' or below.  As per the latest trustee report dated
June 30, 2008, defaulted and deferred interest payment in kind
securities constitute 37.5%, or $562.8 million, of the portfolio
total.  The negative credit migration experienced since the last
review has resulted in the Weighted Average Rating Factor
deteriorating to 'BB-/B+' as of the last trustee report from
'AA/AA-'during the last review, breaching its covenant of 1.28
('AA-/A+').

The collateral deterioration has caused each of the
overcollateralization ratios to fall below 100% and fail their
respective test levels.  As of the latest trustee report, the
class A OC ratio was 50.45%, the class B OC ratio was 49.71%, and
the class C OC ratio was 49.34% versus triggers of 101.0%, 100.8%,
and 100.8%.  Class A-1 is receiving interest payments and all
other interest and principal proceeds are then used to redeem
class A-1 principal.  Fitch expects class A-1 to continue to
receive timely interest payments, however, projects only partial
recovery of the principal.  Classes A-2, A-3, A-4, A-5, B, and C
are currently not receiving interest or principal payments.  Fitch
does not expect these classes to receive any payments in the
future.

The ratings of the class A-1, A-2, A-3, A-4, and A-5 notes address
the timely receipt of scheduled interest payments and the ultimate
receipt of principal by the legal final maturity date as per the
transaction's governing documents.  The ratings of the class B and
C notes address the ultimate receipt of interest payments and the
ultimate receipt of principal by the legal final maturity date as
per the transaction's governing documents.  The ratings are based
upon the capital structure of the transaction, the quality of the
collateral, and the protections incorporated within the structure.

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.


LA BONITA: Gets Initial Approval to Use SunTrust's Cash Collateral
------------------------------------------------------------------
The Hon. Michael G. Williamson of the United States Bankruptcy
Court for the Middle District of Florida authorized La Bonita Ole,
Inc., to use, in an interim basis, cash collateral of SunTrust
Bank, N.A., until Oct. 8, 2008.

A hearing is set for Sept. 10, 2008, at 9:30 a.m., to consider
final approval of the Debtor's request.

The Debtor owes at least $3,053,733 in loan under four different
loan agreements, which is composed of:

   a) a $534,236 line of credit;
   b) $900,000 SunTrust Loan No. 281;
   c) $167,936 SunTrust Loan No. 299; and
   d) $1,542,591 SunTrust Loan No. 216.

The The bank asserted perfected first priority security interest
on substantially all of the Debtor's assets including cash
collateral.

The proceeds of the cash collateral will be used to fund operating
expenses necessary to continue operations of the Debtor's
business.

As adequate protection, the bank will be granted a first priority
perfected security interest in all of the Debtor's assets, among
other things.

The Debtor prepared a cash flow projection from Aug. 8, 2008, to
Oct. 8, 2008, which is available for free at:

               http://ResearchArchives.com/t/s?3111

Headquartered in Tampa, Florida, La Bonita Ole, Inc., on filed for
Chapter 11 protection on July 16, 2008 (Bankr. M.D. Fla. Case No.
08-10512).  Don M. Stichter, Esq., at Stichter, Riedel, Blain &
Prosser, represents the Debtor in its restructuring efforts.  When
the Debtors filed for protection against its creditors, it listed
assets and debts between $1 million to $10 million each.


LEHMAN BROTHERS: Fitch Lowers B+ Rating for $9.2MM Class N Cert
---------------------------------------------------------------
Fitch Ratings has downgraded two classes of Lehman Brothers-UBS
commercial mortgage pass- through certificates , series 2006-C1
as:

  -- $9.2 million class M to 'BB-' from 'BB';

  -- $9.2 million class N to 'B+' from 'BB-' .

In addition, Fitch has affirmed these classes:

  -- $36.9 million class A-1 at 'AAA';

  -- $326 million class A-2 at 'AAA';

  -- $92 million class A-3 at 'AAA';

  -- $94 million class A-AB at 'AAA';

  -- $1.14 billion class A-4 at 'AAA';

  -- $245.6 million class A-M at 'AAA';

  -- $221 million class A-J at 'AAA';

  -- Interest-only class X-CL at 'AAA';

  -- Interest-only class X-CP at 'AAA';

  -- $15.4 million class B at 'AA+';

  -- $27.6 million class C at 'AA';

  -- $24.6 million class D at 'AA-';

  -- $18.4 million class E at 'A+';

  -- $21.5 million class F at 'A';

  -- $21.5 million class G at 'A-';

  -- $24.6 million class H at 'BBB+';

  -- $18.4 million class J at 'BBB';

  -- $24.6 million class K at 'BBB-';

  -- $12.3 million class L at 'BB+';

  -- $7 million class IUU-1 at 'BBB+';

  -- $2.6 million class IUU-2 at 'BBB';

  -- $3.6 million class IUU-3 at 'BBB-';

  -- $1.9 million class IUU-4 at 'BB+';

  -- $1.3 million class IUU-5 at 'BB';

  -- $900,000 class IUU-6 at 'BB-';

  -- $1 million class IUU-7 at 'B+';

  -- $1 million class IUU-8 at 'B';

  -- $1.1 million class IUU-9 at 'B-'.

Fitch does not rate the $6.1 million class P; $6.1 million class
Q; $6.1 million class S; $24.6 million class T; or, $6.9 million
class IUU-10 certificates.

The downgrades reflect the expected losses on six assets that are
in special servicing (1.14%). The rating affirmations are due to
sufficient credit enhancement and stable performance of the non
specially serviced loans. As of the August 2008 distribution date,
the pool's aggregate certificate balance has decreased 1.10% to
$2.45 billion from $2.48 billion at issuance.

There are currently six specially serviced assets (1.14%), five of
which are real estate owned (REO) (0.60%) or in foreclosure
(0.30%) and are currently being marketed for sale. Three of the
specially serviced assets (0.60%) are multi-family properties that
had the same borrower who was unable to properly manage the
properties, in addition to the properties performance being
negatively impacted by their locations in or near Detroit, MI.
Current listing prices for these properties are well below the
outstanding debt amounts, and losses are expected.

The largest specially serviced loan is the Country Inn and Suites
located in Omaha, NE (0.25%). The loan is current and the borrower
is looking for approval for a new guaranty to cover the completion
of the mandated property improvements required by the Franchisor,
and is seeking a nine-month forbearance to pay past due charges.

At issuance, Fitch shadow rated the following seven loans (33.1%):
1301 Avenue of the Americas; Triangle Town Center; Courtyard by
Marriott portfolio; One Financial; Intel Corporate Center; U-Haul
26 portfolio; and, U-Haul SAC portfolio. These loans maintain
their investment grade credit assessments based on stable
performance and occupancy levels since issuance.

1301 Avenue of the Americas is the largest loan in the transaction
(17.1%). The property was recently purchased and the loan was
assumed by Paramount Group, Inc. from Harry Macklowe. The building
is located in the heart of Manhattan's midtown office district
within the Sixth Avenue/Rockefeller Center submarket. At issuance
the property was 99.3% occupied. As of YE 2007, the servicer
reported debt service coverage ratio (DSCR) and occupancy were
3.34x and 100%, respectively. The loan matures on Jan. 11, 2016.

The transaction has minimal near-term maturity risk as only 9.15%
of the loans mature in 2010, and 72.6% mature in 2015-2016.


LEINER HEALTH: Judge Carey Approves Disclosure Statement
--------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court
for the District of Delaware approved a disclosure statement
explaining the joint Chapter 11 plan of liquidation filed by
Leiner Health Products Inc. and its debtor-affiliates on July 18,
2008.  He held that the disclosure statement contains adequate
information within the meaning of Section 1125 of the Bankruptcy
Code.

Judge Carey also approved procedures the Debtors proposed for the
solicitation and tabulation of plan votes.  Deadline for voting on
the plan is Sept. 26, 2008, at 5:00 p.m.

A hearing is set for Oct. 7, 2008, at 1:30 p.m., to consider
confirmation of the plan.  Objections, if any, are due Sept. 26,
2008.

                      Overview of the Plan

The plan contemplates the liquidation of the each of the
Debtors' assets, the appointment of a liquidating trustee, and the
creation of a three-member liquidating trust committee, which
consist of one representative selected by the Debtors and two
members appointed by the Official Committee of Unsecured
Creditors.

Furthermore, the plan provides the creation of a liquidating trust
for, among other things, (i) resolving all disputed claims, (ii)
pursuing the causes of action, and (iii) making all distribution
to the beneficiaries provided under the plan.

                     Asset Sale & Settlements

On July 14, 2008, NBTY Inc., the designated stalking-horse bidder,
completed the sale of the Debtors' assets for $371,000,000 in
cash, plus the assumption of about $30,000,000 of trade payables
and a purchase price adjustment.  According to court documents,
the sale proceeds may be sufficient to satisfy the claims of the
Debtors' senior secured lender in full, but it may not be enough
to provide a recovery to unsecured creditors.

Before the closing of the sale, the Court approved the Debtors'
proposed assets sale incentive program to pay $24,000,000 in
bonuses to nine insiders, who are members of the Debtors' senior
management team, pursuant to an asset sale incentive program dated
April 1, 2008.  However, the Official Committee of Unsecured
Creditors asked the Court to reduce the amount of bonuses to
$10,000,000, which is to be awarded to the insiders.

As a result, the Debtors filed on July 10, 2008, a settlement
agreement before the Court seeking to approve, among other
things:

   i) the payment of at most $8,000,000 that may result in an
      reallocation of the proceeds of the incentive program to
      ensure a guaranteed minimum distribution to holders of
      unsecured claims, and

  ii) the payment of at least $249,500,000 of the allowed secured
      lender claims

                  Debtor-In-Possession Financing

On April 8, 2008, the Court authorized the Debtors to obtain, on a
final basis, up to $74,000,000 in postpetition financing from UBS
AG, Standford Branch, as issuing bank and administrative agent;
UBS Securities LLC and General Electric Capital Corporation as
joint lead arrangers; UBS Securities LLC as sole book-runner,
syndication agent and documentation agent; UBS Loan Finance LLC as
swingline lender.

The committed $74,000,000 financing was comprised of (a) a
$18,000,000 term A loan facility; (b) a $44,000,000 term B loan
facility; and (c) a $12,000,000 revolving loan facility including
availability for letters of credit and swingline loans.

On July 14, 2008, the DIP facility was terminated after the Debtor
paid in full the claims under the DIP agreement.

The Debtors asked the Court to further extend their exclusive
periods to (i) file a Chapter 11 plan until Sept. 30, 2008, and
(ii) solicit acceptances of that plan until Nov. 30, 2008.  A
hearing is set for July 30, 2008, to consider the Debtors'
request.

The plan classifies interests against and claims in the Debtors in
five classes.  The classification of interests and claims are:

                 Treatment of Interests and Claims

              Type                        Estimated     Estimated
Class         of Claims        Treatment  Amount        Recovery
-----         ---------        ---------  ----------    ---------
unclassified  administrative              $5,333,499    100%
               claims

unclassified  priority tax                $885,792      100%
               claims

unclassified  other priority                            100%  
               claims

1             secured lender   impaired   $285,538,106  100%
               claims

2             other secured    unimpaired $343,438      100%
               claims

3             general          impaired   $211,886,293  6%
               unsecured
               claims

4             cancelled        impaired   $139,239,126  0%
               intercompany
               claims

5             equity interest  impaired   --            0%

Class 1 and 3 are entitled to vote for the plan.  Under Chapter 7
liquidation, Class 1 is expected to recover between 18% and 26%,
while Class 3 will get nothing.

Administrative, priority tax and other priority claims will be
paid in full.

Holder of Class 1 secured lender claims will receive on behalf of
itself and the senior secured lenders payment in cash equal to the
full amount of the allowed secured lender claim.

Each holder of Class 2 other secured claims will get receive
either (i) the collateral secured the claims, or (ii) cash in an
amount equal to the value of the claims, but not exceeding the
value of the collateral securing the claim.

Each holder of Class 3 general unsecured claims will receive in
full its pro rata share of the liquidating trust fund.

Class 4 and 5 will not receive any distribution on account of
their claims under the plan.

A full-text copy of the Debtors' su

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

               http://ResearchArchives.com/t/s?2fc4

A full-text copy of the Debtors' Joint Chapter 11 Plan of
Liquidation is available for free at

               http://ResearchArchives.com/t/s?2fc5

                        About Leiner Health

Based in Carson, California, Leiner Health Products Inc. --
http://www.leiner.com/-- manufactures and supplies store brand
vitamins, minerals and nutritional supplements products, and over-
the-counter pharmaceuticals in the US food, drug and mass merchant
and warehouse club retail market.  In addition to its primary
VMS and OTC products, they provide contract manufacturing
services.  During the fiscal year ended March 31, 2007, the VMS
business comprised approximately 61% of net sales.  On March 20,
2007, they voluntarily suspended the production and distribution
of all OTC products manufactured, packaged or tested at its
facilities in the US.

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  The Debtors selected Garden City Group
Inc. as noticing, claims and balloting agent.  The U.S. Trustee
for Region 3 appointed creditors to serve on an Official Committee
of Unsecured Creditors in these cases.  The Committee selects Saul
Ewing LLP as its counsel.

As reported in the Troubled Company Reporter on April 10, 2008,
the Debtors' schedules of assets and liabilities showed total
assets of $133,412,547 and total debts of $477,961,526.

                             *********

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
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trades are probably different.  Our objective is to share
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Each Tuesday edition of the TCR contains a list of companies with
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                             *********

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,
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Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

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