TCR_Public/080829.mbx           T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, August 29, 2008, Vol. 12, No. 206

                              Headlines

530 WEST: Goes Bankrupt Amidst Disputes, Difficulty in Paying Bill
A&F PROPERTIES: Voluntary Chapter 11 Case Summary
AGY HOLDING: S&P Keeps 'B' Rating; Outlook Revised to Stable
AIRLIE LCDO I: S&P Lowers Rating on Class D Notes to 'B+'
AIRLIE LCDO II: S&P Lowers Ratings on Class D Notes to 'BB'

AIRTRAN HOLDINGS: Cut to 'CCC+'; S&P Expects Heavy Losses
ALMERIA EQUITIES: Case Summary & Largest Unsecured Creditor
ALPHA MEDIA: Moody's Withdraws B2 Rating on $22.3 Mil. Sr. Notes
AMORES OIL: Case Summary & 20 Largest Unsecured Creditors
AMR CORP: Notifies Put Option for 4.25% Senior Convertible Notes

ANDRE KANDY: Case Summary & 12 Largest Unsecured Creditors
ASHTON WOODS: Violates Terms of Bank Credit Facility, $125MM Notes
ARCAP 2005-RR5: S&P Cuts Class M to 'D' on Interest Shortfalls
ARIZANT: S&P Revises 'B+' Rating Outlook to Positive
ARIZONA DISCOUNT: Terminated GE Credit Line Cues Bankruptcy Filing

ATLANTIS PLASTICS: Says Elkhart Plant Sale Possible
AVALON FORTRESS: Plagued by IRS Issues; Files for Bankruptcy
BABSON CLO: S&P Places 'BB' Ratings on CreditWatch Negative
BANC OF AMERICA: Fitch Affirms B Rating on $19.3MM Class K Certs.
BANYAN CORP: June 30 Balance Sheet Upside-Down by $1,692,052

BAUGHER CHEVROLET-BUICK: To Sell Biz to Rival Obaugh Auto Group
BEAR STEARNS: Moody's Junks Two Class Certificates
BLOCKBUSTER INC: S&P Affirms 'B-' Corporate Credit Rating, Stable
BLUE WATER: Court Approves $6 Million Sale of Plant and Equipment
BOSCOV'S INC: Proposes $1.45MM Bonus Payments to Top Executives

BSCM TRUST: Fitch Affirms B- Rating on $8.3 Million Class Q Loans
CAPTAIN'S COVE: Case Summary & 20 Largest Unsecured Creditors
CAREFREE 65: Voluntary Chapter 11 Case Summary
CE GEN: S&P Affirms 'BB+' on Strength of Contracted Cash Flow
CENTRO NP: Posts $299.5 Million Net Loss in 2008 Second Quarter

CG JCF: S&P Cuts Bank Loan, Counterparty Credit Ratings to 'B'
CHARMING SHOPPES: S&P Says Ratings Unaffected By Catalog Sale
CIFG GUARANTY: S&P Cuts Ratings on 8 Insured MTN Issues to 'B'
CIFG GUARANTY: S&P Cuts Ratings on 5 Classes to 'B'
CLUBHOUSE AT FAIRWAY: Case Summary & 10 Largest Unsec. Creditors

COMMODORE CDO: Fitch Cuts Ratings on 5 Note Classes
CONTINENTAL ALLOYS: S&P Puts 'B' Credit Rating on Watch Negative
COTT CORP: Cut by S&P to 'B-' on Drop in 2008 Profit Expectations
DAVISON PLAZA: Case Summary & Four Largest Unsecured Creditors
DELTA AIR: S&P Sees $500MM Loss for 2008; 'B' Rating Off Watch

DEUTSCHE MORTGAGE: Fitch Affirms B- Rating on $19.7MM Cl. K Certs.
DUNMORE HOMES: Court Approves Settlement With Travelers, et al.
ENCORE ACQUISITION: S&P Lowers Subordinated Debt Rating to 'B'
EXUM RIDGE: S&P Lowers Classes E-1, E-2 Ratings to 'CCC-'
FEDERAL-MOGUL: Shows Stability Amid Auto Sales Slump

FGIC INC: $184BB in Insured Muni Bonds to Be Reinsured by MBIA
FREMONT GENERAL: Equity Panel Wants Financial Documents Produced
FRONTIER AIRLINES: Files List of Assets and Liabilities
G-I HOLDING: Files Joint Plan of Reorganization
GLOBAL BEVERAGE: June 30 Balance Sheet Upside-Down by $5,391,004

GOLDMAN SACHS CBO: S&P Raises Class B Rating to 'BB'
GRANDLUXE RAIL: Financial Hurdles Spur Halt in Railway Operations
GS MORTGAGE: Fitch Affirms B- Rating on $3.3 Million Class O Loans
HAIGHTS CROSS: Moody's Junks Senior Unsecured Notes
HAIGHTS CROSS: S&P Affirms 'CCC' Corporate Credit Rating

HAROLD GLICK: Case Summary & Three Largest Unsecured Creditors
HEALTH MANAGEMENT: Moody's Cuts Rating on $2.7 Bil. Sr. Loan to B1
HEALTHSOUTH CORP: Moody's Junks 10.75% Senior Unsecured Notes
HELLER FINANCIAL: Fitch Holds B- rating on $9.6MM Class M Certs.
HERCULES CHEMICAL: Case Summary & 18 Largest Unsecured Creditors

HILEX-POLY: Gets $125 Million Exit Financing from GE Commercial
HINES HORTICULTURE: Hearing on Planned Sale Procedures Set Nov. 20
HSI ASSET: Cuts Ratings on 4 Classes of Securities to 'B'
IKON OFFICE: Ricoh Deal Cues Moody's to Review Low-B Ratings
IKON OFFICE: Ricoh Buyout Cues S&P to Put 'BB-' on Watch Pos

INDALEX HOLDING: S&P Cuts Credit Rating to 'CCC+'; Outlook Neg
JACKSONVILLE ECONOMIC: Moody's Rates $23MM Sr. Unsec. Bonds to Ba1
JEFFERSON COUNTY: S&P Cuts SPUR on GO Warrants to 'B'
JENNIFER MCSWEENEY: Case Summary & 20 Largest Unsecured Creditors
JERK MACHINE: Case Summary & 20 Largest Unsecured Creditors

JJH INVESTMENTS: Development Issues Lead to Bankruptcy
JP MORGAN: Fitch Lowers Ratings on Classes N and P Certificates
JPMORGAN TRUST: Cuts Rating on Classes P, Q Ratings to CCC
JUNIPER CBO: Classes A-4L, A-4, B-2 Have 'CCC-', 'CC' Ratings
KANDY LLC: Voluntary Chapter 11 Case Summary

KENT SHAFFER: Case Summary & 18 Largest Unsecured Creditors
LANDSOURCE COMMUNITIES: Panel to Challenge Enforceability of Liens
LANDSOURCE COMMUNITIES: Says Panel Needs No Further Discovery
LEHMAN BROTHERS: To Slash Up to 6% of Workforce
LEVITZ FURNITURE: Trustee Wants Professional Fees Reduced

LEVITZ FURNITURE: U.S. Trustee Wants Chapter 11 Case Converted
LINENS N THINGS: Court Approves Second Round of Closing Sales
LINENS N THINGS: Court Approves Oct. 6 as Claims Bar Date
LINENS N THINGS: Court OK Waiver of Claims Against Landlords
LODGENET INTERACTIVE: Appoints Two Members to Board of Directors

LODGENET INTERACTIVE: S&P Cuts Rating to 'B'; Off Watch
MANTIFF JACKSON: Case Summary & 40 Largest Unsecured Creditors
MASTRO'S RESTAURANTS: S&P Affirms 'B-' Corporate Credit Rating
MERCURY COMPANIES: Files for Chapter 11 Protection in Colorado
MERVYN'S LLC: Taps Richards Layton as Bankruptcy Co-Counsel

MERVYN'S LLC: Wants to Hire Miller Buckfire as Financial Advisor
MLMT COMMERCIAL: Fitch Affirms Ratings on Series 2007-C1 Loans
MORGAN STANLEY: Fitch Affirms B- Rating on $15.9MM Class L Certs.
MORRIS PUBLISHING: Cut to 'CCC+'; S&P Sees Covenant Breach
MRS FIELDS: Court Approves All First Day Motions

MRS FIELDS: Plan Confirmation Hearing Set For October 2
MSC MEDICAL: S&P Withdraws 'CCC+' Rating
MW JOHNSON: Court Allows Investigation of Insiders
NATIONAL DRY: Court Approves Sell of 28 Stores for $3 Million
NAVIGATOR CDO: S&P Affirms 'B' Rating on Class D

NEWARK GROUP: S&P Affirms 'B' Credit Rating; Outlook Negative
NEW YORK RACING: Oversight Board OKs 7th Franchise Extension
NEXIA HOLDINGS: June 30 Balance Sheet Upside-Down by $8,375,961
NORTH OAKLAND: Files for Bankruptcy, To Sell Assets for $9 Million
NORTH OAKLAND: Case Summary & 20 Largest Unsecured Creditors

NOVA CDO: S&P Junks Ratings on Four Classes of Securities
OLIO DENTAL: Case Summary & 18 Largest Unsecured Creditors
OXBOW CARBON: Debt Reduction Cues S&P to Put 'B+' on Watch Pos
OXIS INTERNATIONAL: June 30 Balance Sheet Upside-Down by $2.8MM
PATIENT SAFETY: Posts $2,399,825 Net Loss in 2008 Second Quarter

PEBBLE CREEK: S&P Cuts 2007-2 Class E Rating to 'B-'
PNC MORTGAGE: Fitch Downgrades Two Classes of 2000-C1 Certificates
PORTOLA PACKAGING: Files for Bankruptcy, Gets $79MM DIP Facility
PORTOLA PACKAGING: Case Summary & 20 Largest Unsecured Creditors
POSITRON CORP: June 30 Balance Sheet Upside-Down by $6,757,000

PROBE MANUFACTURING: Inks Purchase Agreement with Solar Masters
PROGRESSIVE MOLDED: Gets Court Nod to Hire Paul Weiss as Attorneys
PROGRESSIVE MOLDED: Can Hire Young Conaway as Delaware Counsel
PROGRESSIVE MOLDED: CCCA Court Extends Stay Order Until Oct. 31
PROGRESSIVE MOLDED: CCCA Court OKs Danbury to Sell Canadian Assets

PROGRESSIVE MOLDED: Withdraws Application to Hire Conway Mackenzie
PROXYMED INC: Common Stock Subject to Nasdaq Delisting
RADIAN INSURANCE: Downgrade Cues S&P to Lower 3 U.S. ABS Deals
RACE POINT: S&P Affirms 'BB' Ratings on 3 Classes of Securities
REDWOOD PLACE: Case Summary & 20 Largest Unsecured Creditors

RENAISSANCE HEALTHCARE: Files for Chapter 11 Protection in Texas
RIDGEMOUR MEYER: Former Partner Ginsburg Wants Case Dismissed
RIDGEMOUR MEYER: Case Summary & Five Largest Unsecured Creditors
ROBERT WALLACH: Voluntary Chapter 11 Case Summary
ROBERT WARFIELD: Case Summary & 20 Largest Unsecured Creditors

RONALD HUCH: Case Summary & Four Largest Unsecured Creditors
ROYAL PALM: Case Summary & Three Largest Unsecured Creditors
RUBEN SALAZAR: Voluntary Chapter 11 Case Summary
SAGECREST FINANCE: Wants to Access Deutsche Bank Cash Collateral
SEMGROUP LP: U.S. Trustee, Panel Balk at Blackstone Fee Structure

SEMGROUP LP: Oil Suppliers Demand Payment, Return of Deliveries
SEMGROUP LP: HSBC, et al., Disclose Interest in Bankruptcy Case
SHERWOOD RESOURCES: Case Summary & 20 Largest Unsecured Creditors
SHOE PAVILION: Gets Nasdaq's Delisting Notice Effective Sept. 2
SOUTH STREET: S&P Puts 'CC' Rating on Cl. A-4A, A-4C and A-4L

SOUTHEAST WAFFLES: Has Accounting Irregularities; Files Bankruptcy
STELLAR MANAGEMENT: S&P Keeps Class K 'CCC' Rating on Watch Neg
STEVE & BARRY'S: Schedules Filing Deadline Extended to Sept. 3
STONE TOWER: S&P Affirms 'BB' Rating on Class D Securities
STRUCTURED ARM: S&P Junks Ratings on 20 Classes of Securities

STUDIO THEATRE: Hopes Kidman's Comment to Spur Donation Momentum
SUTTER CBO: S&P Affirms 'CCC' Rating on Class B-2 Securities
SYMPHONY CLO: S&P Assigns 'BB' Rating on Class D Securities
SYNTAX-BRILLIAN: Judge Tentatively Approves Assets Sale to TCV
TCW SELECT: Moody's Lifts $16 Mil. Senior Secured Notes to Ba1

TEEKAY CORP: Cut by S&P to 'BB' on Weaker Financial Risk Profile
TEGRANT CORP: S&P Downgrades Rating to 'CCC', Outlook Negative
TERWIN MORTGAGE: S&P Junks 2006-10SL Class A-X Rating
TIAA SEASONED: Fitch Affirms Ratings on 21 Series 2007-C4 Certs.
TRAINER WORTHAM: Fitch Cuts Ratings on 5 Note Classes

TRIAD GUARANTY: Business Conversion Cues Fitch to Withdraw Ratings
TRIAXX FUNDING: Fitch Affirms Ratings on Four Classes of Notes
TRIBUNE CO: Fitch Junks Issuer Default Rating to CCC; Outlook Neg.
US AIRWAYS: Raises $179,000,000 from Stock Offering
US AIRWAYS: Registers 6.7 Million Shares for 2008 Incentive Plan

US ENERGY: Files Chapter 11 Plan of Reorganization
VIRGIN MOBILE: Completes Acquisition of Helio
WACHOVIA BANK: Fitch Affirms Ratings on S. 2005-C17 Certificates
WARNER ROBBINS: Case Summary & 20 Largest Unsecured Creditors
WELLMAN INC: Amends Credit Agreement to Pursue Chapter 11 Plan

WELLMAN INC: Court Defers Exclusivity Extension Hearing to Sept. 4
WESTAR ENERGY: Fitch Lifts Issuer Default Rating to BBB-
WILBRAHAM CBO: S&P Assigns 'CC' Rating on Classes B-1, B-2 Notes
WILLIAM BISHOP: Case Summary & 20 Largest Unsecured Creditors
WINSTON-SALEM: U.S. Trustee Wants Cases Treated Separately

WOODSIDE GROUP: Business as Usual Amid Involuntary Bankruptcy
WORKFLOW MANAGEMENT: Merger No Effect on 'B-' Rating, S&P Says

* S&P Cuts 46 Ratings on 4 U.S. Alt-A RMBS Transactions

* Bankruptcy Filings Soar to Almost 30% in Past 12 Months

* Fried Frank Selected Five New Partners

* BOOK REVIEW: Working Together: 12 Principles for
                Achieving Excellence in Managing Projects,
                Teams, and Organizations

                              *********

530 WEST: Goes Bankrupt Amidst Disputes, Difficulty in Paying Bill
------------------------------------------------------------------
William Rochelle of Bloomberg News reports that the owner of two
nightclubs in the Chelsea neighborhood of Manhattan named Pink
Elephant and Mansion filed for Chapter 11 reorganization Aug. 21
in New York.  Mr. Rochelle said the company is having disputes
with a landlord, was involved in lawsuits, and is behind in paying
the electric bill.

Based in New York, NY, 530 West 28th St., LP -- dba Mansion, Pink
Elephant, Crobar, Studio Mezmore -- filed for bankruptcy on Aug.
21, 2008 (Bankr. S.D.N.Y., Case No. 08-13266).  John H. Hall, Jr.,
Esq., at Shaw, Licitra, Gulotta & Esernio, P.C., represents the
Debtor.  When the debtor filed for bankruptcy, it listed assets
and debts of $1,000,000 to $10,000,000, each.


A&F PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: A&F Properties, Inc.

Bankruptcy Case No.: 08-02524

Chapter 11 Petition Date: August 27, 2008

Court: Southern District of Mississippi
       (Jackson Divisional Office)

Debtor's Counsel: J. Walter Newman, IV, Esq.
                   539 Trustmark National Bank Bldg.
                   Jackson, MS 39201
                   Tel: (601) 948-0586
                   Fax: (601) 948-0588
                   Email: wnewman95@msn.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


AGY HOLDING: S&P Keeps 'B' Rating; Outlook Revised to Stable
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on AGY
Holding Corp. to stable from negative. At the same time, Standard
& Poor's affirmed its ratings, including its 'B' corporate credit
rating, on AGY.

"The outlook revision reflects our expectation for a stable
operating environment for AGY, and follows several quarters of
steadily improving earnings," said Standard & Poor's credit
analyst Paul Kurias.

"Overall earnings have improved over the past several quarters,
despite the gradual decline in earnings from a key product
application -- the military-Humvee.  AGY has more than offset the
decline in earnings from the military-Humvee with an increase in
earnings from other applications, as well as by developing new
applications. Consequently, EBITDA for the 12 months ended June
30, 2008, improved to about $50 million from about $42 million in
the previous year. We expect AGY to at least maintain this level
of earnings in the future," S&P says.

At June 30, 2008, total adjusted debt (including the present value
of operating leases, unfunded postretirement obligations, and the
notional value of precious metals leased) was about $311 million.

The ratings on AGY reflect a vulnerable business position in a
relatively narrow segment of the glass fiber market, with
meaningful concentration of revenue and operating profits from a
few customers and product applications, and a highly leveraged
financial profile. Partially offsetting these risk factors are the
company's technological capabilities in some specialized product
categories, a focus on increasing the contribution from value-
added products, and good market shares in the business niches in
which AGY competes.

Aiken, S.C.-based AGY and its operating subsidiaries manufacture
glass yarns with varying degrees of specialization and
technological complexity.


AIRLIE LCDO I: S&P Lowers Rating on Class D Notes to 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class C and D notes issued by Airlie LCDO I (Aviv LCDO 2006-3)
Ltd. The ratings on these notes remain on CreditWatch with
negative implications, where they were placed on July 18, 2008.
Additionally, the 'AAA' ratings on the class B-1 and B-2 notes
also remain on CreditWatch negative, where they were also placed
on July 18, 2008. Airlie LCDO I (Aviv LCDO 2006-3) Ltd. is a
hybrid collateralized debt obligation (CDO) transaction
collateralized primarily by corporate loans.

The lowered ratings primarily reflect negative rating migration
among the corporate names referenced by the transaction.
Currently, more than 11% of underlying loans have ratings in the
'CCC' range, and an additional 6% have ratings that are on
CreditWatch with negative implications. The transaction has also
experienced three credit events. According to the most recent
trustee report, dated Aug 7, 2008, these credit events have been
settled, but resulted in a net loss of $6.06 million to the
transaction. Additionally, the eligible investments in the
transaction are subject to market value risk.

Standard & Poor's will continue to review whether the ratings
currently assigned to the notes remain consistent with the credit
enhancement available to support them.

RATINGS LOWERED AND REMAINING ON CREDITWATCH NEGATIVE

Airlie LCDO I (Aviv LCDO 2006-3) Ltd.

                   Rating
  Class    To                From         Balance (mil. $)
  -----    --                ----         ----------------
  C        BBB-/Watch Neg    A/Watch Neg            14.500
  D        B+/Watch Neg      BBB/Watch Neg          12.000

RATINGS REMAINING ON CREDITWATCH NEGATIVE

Airlie LCDO I (Aviv LCDO 2006-3) Ltd.

  Class    Rating            Balance (mil.$)
  -----    ------            ---------------
  B-1      AAA/Watch Neg              18.397
  B-2      AAA/Watch Neg              44.872

TRANSACTION INFORMATION

Issuer:           Airlie LCDO I (Aviv LCDO 2006-3) Ltd.
Co-issuer:        Airlie LCDO I (Aviv LCDO 2006-3) Corp.
Underwriter:      Lehman Brothers Special Financing Inc.
Trustee:          U.S. Bank N.A.


AIRLIE LCDO II: S&P Lowers Ratings on Class D Notes to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class C and D notes issued by Airlie LCDO II (Pebble Creek 2007-1)
Ltd. The ratings remain on CreditWatch with negative implications,
where they were placed on July 18, 2008. At the same time, S&P
affirmed the rating on the class B notes, reflecting an adequate
level of credit support to sustain the rating. Airlie LCDO II
(Pebble Creek 2007-1) Ltd. is a hybrid collateralized debt
obligation (CDO) transaction collateralized primarily by corporate
loans.

The lowered ratings primarily reflect negative rating migration in
the corporate names referenced by the transaction. Currently, over
9% of the underlying loans are rated in the 'CCC' category, and
the ratings on an additional 9% are on CreditWatch negative. The
transaction has also experienced four credit events. According to
the most recent trustee report, dated Aug. 7, 2008, these credit
events have been settled, resulting in a net loss of $5.1 million
to the transaction. Additionally, the eligible investments in the
deal are subject to market value risk.

Standard & Poor's will continue to review the ratings currently
assigned to the notes to determine whether they remain consistent
with the credit
enhancement available.

RATINGS LOWERED AND REMAINING ON CREDITWATCH NEGATIVE

  Class    To                From          Balance (mil. $)
  -----    --                ----          ----------------
  C        BBB+/Watch Neg    A/Watch Neg             16.000
  D        BB/Watch Neg      BBB/Watch Neg           16.000

RATING AFFIRMED

Airlie LCDO II (Pebble Creek 2007-1) Ltd.

  Class    Rating    Balance (mil.$)
  -----    ------    ---------------
  B        AAA                60.400

TRANSACTION INFORMATION
Issuer:           Airlie LCDO II (Pebble Creek 2007-1) Ltd.
Co-issuer:        Airlie LCDO II (Pebble Creek 2007-1) Corp.
Underwriter:      Lehman Bros. Special Financing Inc.
Trustee:          U.S. Bank National Association


AIRTRAN HOLDINGS: Cut to 'CCC+'; S&P Expects Heavy Losses
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on AirTran
Holdings Inc., including the corporate credit rating, which it
lowered to 'CCC+' from 'B-'.

At the same time, S&P removed the ratings from CreditWatch, where
they had been placed with negative implications on May 22, 2008.
The outlook is stable.

"The downgrade reflects expected heavy losses caused by high and
volatile -- albeit recently somewhat reduced -- fuel prices," said
Standard & Poor's credit analyst Betsy R. Snyder, "and the
resulting pressure on the company's liquidity." AirTran currently
has adequate near-term liquidity, with $433 million of
unrestricted cash and short-term investments at June 30, 2008.
"Expected continued heavy losses could total over $100 million in
2008, based on our current fuel price and revenue outlook," added
Ms. Snyder, "with the potential for further, albeit reduced
losses, in 2009."


ALMERIA EQUITIES: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Almeria Equities LLC
         1055 Corporate Center Dr., Ste. 500
         Monterrey Park, CA 91754

Bankruptcy Case No.: 08-23587

Chapter 11 Petition Date: August 27, 2008

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Paul Harrigan, Esq.
                   Law Office of Paul Harrigan
                   2785 S Bear Clay Way
                   Meridian, ID 83642
                   Tel: (831) 401-2296

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/califcb08-23587.pdf


ALPHA MEDIA: Moody's Withdraws B2 Rating on $22.3 Mil. Sr. Notes
----------------------------------------------------------------
Moody's Investors Service withdrawn the rating on this notes
issued by Jade CBO, Limited:

Class Description: The $22,300,000 Second Priority Senior Secured
Fixed Rate Notes due 2011

   -- Prior Rating: B2
   -- Current Rating: WR

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


AMORES OIL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Amores Oil Co.
         3655 N.W. 58 St.
         Miami, FL 33142

Bankruptcy Case No.: 08-22132

Chapter 11 Petition Date: August 26, 2008

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Jacqueline Calderin, Esq.
                      Email: jc@ecccounsel.com
                   Ehrenstein Charbonneau Calderin
                   800 Brickell Ave., Ste. 902
                   Miami, FL 33131
                   Tel: (305) 722-2002

Amores Oil Co's Financial Condition:

Estimated Assets: $500,000 to $1,000,000

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

A copy of Amores Oil Co's petition is available for free at:

       http://bankrupt.com/misc/flsb08-22132.pdf


AMR CORP: Notifies Put Option for 4.25% Senior Convertible Notes
----------------------------------------------------------------
AMR Corporation is notifying holders of the $225,490,000
outstanding principal amount of its 4.25% Senior Convertible Notes
due 2023 that they have an option, pursuant to the terms of the
Notes, to require AMR to purchase, on Sept. 23, 2008, all or a
portion of such holders' Notes at a price equal to $1,000 per
$1,000 principal amount of the Notes, plus any accrued and unpaid
interest to Sept. 23, 2008.

As Sept. 23, 2008 is an interest payment date for the Notes,
interest accrued up to the purchase date will be paid to record
holders as of the regular record date immediately preceding this
interest payment date, and therefore AMR expects that there will
be no accrued and unpaid interest due as part of the purchase
price.

Under the terms of the Notes, AMR has the option to pay the
purchase price for the Notes with cash, stock, or a combination of
cash and stock, and has elected to pay for the Notes solely with
cash.

As required by rules of the Securities and Exchange Commission,
AMR will file a Tender Offer Statement on Schedule TO.  In
addition, AMR's company notice to holders with respect to the Put
Option specifying the terms, conditions and procedures for
exercising the Put Option will be available through The Depository
Trust Company and the paying agent, which is Wilmington Trust
Company.

None of AMR, its board of directors, or its employees has made or
is making any representation or recommendation to any holder as to
whether to exercise or refrain from exercising the Put Option.

Noteholders' opportunity to exercise the Put Option commenced on
Aug. 22, 2008, and will terminate at 5:00 p.m., New York City
time, on Sept. 22, 2008.  Holders may withdraw any previously
delivered purchase notice pursuant to the terms of the Put Option
at any time prior to 5:00 p.m., New York City time, on Sept. 22,
2008.

                        About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                           *     *     *

As reported in the Troubled Company Reporter on August 5, 2008,
the TCR said that Moody's Investors Service downgraded the
Corporate Family and Probability of Default Ratings of AMR Corp.
and its subsidiaries to Caa1 from B2, and lowered the ratings of
its outstanding corporate debt instruments and certain equipment
trust certificates and Enhanced Equipment Trust Certificates of
American Airlines Inc.  The company still carries Moody's Negative
10


ANDRE KANDY: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Andre Kandy, DDS
         6504 Bridgewater Way, Unit 802
         Panama City Beach, FL 32407

Bankruptcy Case No.: 08-40572

Type of Business: The Debtor is a dentist.

Chapter 11 Petition Date: August 26, 2008

Court: Northern District of Florida (Tallahassee)

Debtor's Counsel: Thomas B. Woodward, Esq.
                    (woodylaw@embarqmail.com)
                   P.O. Box 10058
                   Tallahassee, FL 32302
                   Tel: (850) 222-4818
                   Fax: (850) 561-3456

Estimated Assets: Less than $50,000

Estimated Debts: $1 million to $10 million

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

             http://bankrupt.com/misc/flnb08-40572.pdf


ASHTON WOODS: Violates Terms of Bank Credit Facility, $125MM Notes
------------------------------------------------------------------
William Rochelle of Bloomberg News reports that Ashton Woods USA
LLC, violated covenants on its bank credit facility and
senior subordinated notes, resulting in the issuance of a notice
of default prohibiting payment of Oct. 1 interest on the $125
million in notes.

Ashton Woods disclosed this month unaudited and preliminary
financial results for its fiscal year ended May 31, 2008.  It said
it expects that its financial and operating results for fiscal
2008 will include:

      -- An estimated net loss of approximately $113.5 million,
         taking into account asset impairment charges of
         approximately $116.9 million, on revenues of $408.1
         million in fiscal 2008, as compared to net income of $24.7
         million, taking into account asset impairment charges of
         $18.8 million, and revenues of $581.0 million in fiscal
         2007;

      -- Tangible net worth at May 31, 2008 will be approximately
         $58.7 million;

      -- Home closings of 1,393 in fiscal 2008, down 30.1% as
         compared to fiscal 2007;

      -- Net new home orders for fiscal 2008 of 1,043 as compared
         to 1,564 in fiscal 2007; and

      -- Loss on land sales of $25.1 million (included in the
         $116.9 million impairment charges) recognized in fiscal
         2008 as a result of a previously reported sale of
         properties to an affiliate of the Company.

Tom Krobot, President and Chief Executive Officer of ASHTON WOODS
USA L.L.C., said, "Our preliminary financial results for the
fiscal year ending May 31, 2008 reflect the difficult market
conditions that exist in the homebuilding industry today, which
have continued to deteriorate throughout fiscal 2008 and into
fiscal 2009."

As a result of the Company's financial performance during the
fiscal year ended May 31, 2008, at the end of the fiscal year, the
Company was not in compliance with the tangible net worth,
leverage ratio and land inventory ratio covenants of its senior
credit facility. On August 21, 2008, the lenders under the senior
credit facility delivered a notice of default to the Company with
respect to the covenant compliance issues.  During the period of
default, the notice prohibits the Company from making scheduled
payments of interest on or otherwise repaying or purchasing its
9.5% Senior Subordinated Notes due 2015. The Company is currently
in negotiations with the lenders to address its covenant defaults.

Further, the Company is currently engaged in planning efforts to
address the future requirements of its Subordinated Notes.  These
plans could include a range of alternatives, including seeking an
amendment or waiver under the Subordinated Notes or finding
another way to satisfy the Company's obligations.

Mr. Krobot noted, "We are optimistic of reaching agreement with
the lenders under our senior credit facility and finding an
acceptable solution for the Subordinated Notes.  However, terms
for such agreement and solution acceptable to the Company may not
be available and, therefore, there are no guarantees we will
successfully achieve compliance with the senior credit facility or
be able to address our future requirements under the Subordinated
Notes.  Notwithstanding the current difficult market conditions,
the Company continues to meet its operational objectives."

With headquarters in Atlanta, Georgia, Ashton Woods USA L.L.C. is
a homebuilder with operations in Atlanta, Dallas, Houston,
Orlando, Phoenix, Denver and Tampa.


ARCAP 2005-RR5: S&P Cuts Class M to 'D' on Interest Shortfalls
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M commercial mortgage-backed securities (CMBS) pass-through
certificates from ARCap 2005-RR5 Resecuritization Inc. to 'D' from
'CCC-'.

The downgrade is due to interest shortfalls to class M, which S&P
expects to continue. To date, the trust has incurred losses
totaling $92.7 million, causing principal losses to the
subordinate classes O and N; S&P downgraded class N to 'D' on
March 27, 2008.

As of the Aug. 25, 2008, trustee report, class M experienced a
$44,713 interest shortfall and had experienced cumulative interest
shortfalls of $84,619 after two consecutive months. The interest
shortfalls were caused by interest shortfalls on the underlying
CMBS collateral, which S&P expects to continue. Standard & Poor's
expects class M to eventually suffer a principal loss upon the
ultimate resolution of the delinquent loans in the underlying CMBS
transactions.


ARIZANT: S&P Revises 'B+' Rating Outlook to Positive
----------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Eden Prairie, Minn.-based Arizant Inc. to positive from stable.
Ratings on the company, including the 'B+' corporate credit
rating, were affirmed.

"The outlook revision reflects the substantial improvement in
Arizant's financial profile since we initially rated the company
in 2004," said Standard & Poor's credit analyst Michael Berrian.

The 'B+' rating overwhelmingly reflects Arizant's narrow product
offerings, relatively small size, dependence on group purchasing
organizations (GPOs), and increasingly price-sensitive customer
base. The company's leading position as a manufacturer of
perioperative temperature management products, its substantial
growth rates, and its conservative financial policy partially
mitigate these concerns.

Arizant is a small company in a niche market with a narrow
operating focus. Two of the company's products, based on similar
technology, account for the majority of revenues, resulting in a
business risk profile that remains vulnerable to currently
unforeseen new product development or changes in technology. The
company is also heavily dependent on medium-term contracts with
GPOs for the majority of its disposable products. This is a
concern since the GPOs can exert pricing pressure on Arizant by
contracting with its competitors for lower-priced products. S&P
also believes that the company's hospital customers could become
increasingly price sensitive and opt for seemingly lower-cost
cotton blankets or gowns instead of Arizant's disposable blankets
and gowns. The company's competitors are much larger companies
with greater financial resources that primarily compete on price,
which could ultimately pressure Arizant's margins.

Still, over the past four years, Arizant's financial performance
has consistently met or exceeded Standard & Poor's expectations.
During that time, the company has generated organic revenue and
EBITDA growth in excess of 10% each year, and good free operating
cash flow, which enabled it to reduce leverage to less than 2x.
Moreover, the company has increased EBITDA interest coverage and
other credit metrics to levels that are strong for the current
rating.


ARIZONA DISCOUNT: Terminated GE Credit Line Cues Bankruptcy Filing
------------------------------------------------------------------
Arizona Discount Marine, LLC, filed for chapter 11 protection
saying that GE Commercial Distribution Finance Corp., a General
Electric Co. unit, allegedly cut its credit line in July 2008, the
Arizona Daily Star says.

Under the GE facility, the Debtor was allowed to access funds to
buy new boats and other vehicles and cut its debt by trading-in
the assets to the lender, Arizona Daily quotes court documents as
stating.

The Arizona Daily Debtor counsel Eric Slocum Sparks, Esq., said
that absent the trade-ins, the Debtor suffered a "huge cash flow
shortage."

The Debtor's co-owner, Scott Buchanan, added that GE's move
"almos" crippled him.  The trade in, according to Mr. Buchanan is
"a big part of [its]  business."

Based on court documents, the Debtor was behind payment of its
debts, the Arizona Daily states.  The report says that the Debtor
has about $11 million in assets and $10.2 million in debts,
including $9.5 million owed to boat financiers.

Mr. Buchanan, according to the Arizona Daily, said that the Debtor
is also borrowing funds from Chicago-based Textron Financial,
which is doing business with the Debtor.

The Arizona Discount Marine had sought the authority of the U.S.
Bankruptcy Court for the District of Arizona to tap its lenders'
cash collateral, the Arizona Daily relates.  Amid GE's allegations
that the Debtor sold boats and did not use the sale proceeds to
pay its debts, the Court permitted the Debtor to use cash
collateral.

Arizona Discount Marine, LLC sells boats, filed its chapter 11
petition on Aug. 17, 2008 (Bankr. D. Ariz. Case No. 08-10635).


ATLANTIS PLASTICS: Says Elkhart Plant Sale Possible
---------------------------------------------------
Atlantis Plastics Inc. is mulling over the possibility of selling
one of its three plant facilities in Elkhart, Indiana, Goshen News
reports.

The sale will put at risk the jobs of around 70 workers, says
Goshen News.  The Debtors fixed October 31 as the interim date of
closing.

"After reviewing all of our alternatives, the company's management
and board of directors. . .  unanimously determined that sales of
our plastic films and molded plastic products businesses through
the Chapter 11 process would provide the best result for our
creditors, suppliers, employees and customers," Goshen News cites
CEO Bud Philbrook in a company press release.

As reported in the Troubled Company Reporter on Aug. 20, 2008, the
Debtors agreed, as part of its reorganization, to sell
substantially all of the assets of its debtor-affiliate, Atlantis
Plastic Films, Inc., to AEP Industries, Inc., of The Netherlands.
So far, according to Goshen News, no updates of the transaction
have surfaced.

                       About Atlantis Plastics

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

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

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


AVALON FORTRESS: Plagued by IRS Issues; Files for Bankruptcy
------------------------------------------------------------
Avalon Fortress Security Corp. filed for Chapter 11 protection
with the U.S. Bankruptcy Court for the District of Minnesota, the
St. Paul Business Journal reports.

According to the Debtor's counsel, Avalon Fortress owes the IRS at
least $3 million in taxes, which resulted from the Debtor's rapid
expansion in the residential security market, says the Business
Journal.  The Debtor had eventual cash flow problems after a deal
with the IRS fell through, the Journal relates.

Based in Minneapolis, Minnesota, Avalon Fortress Security Corp. --
http://www.avalonsecurity.com/-- is a full-service protection
agency that provides general security services, patrol inspection,
executive protection, and security design and management.  At the
time of the bankruptcy filing, the Debtor had total cash assets of
$658,000 and estimated liabilities of $10 million.


BABSON CLO: S&P Places 'BB' Ratings on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
E notes and Spref shares issued by Babson CLO Ltd. 2003-I, an
arbitrage high-yield collateralized loan obligation (CLO), on
CreditWatch with negative implications. At the same time, S&P
affirmed its ratings on the class A-1, A-2A, A-2B, B, C, and D
notes.

The CreditWatch placements primarily reflect negative rating
migration within the transaction's underlying portfolio.
Currently, approximately 72% of underlying loans have ratings that
are in the 'B' range, up from 47% as of the earliest trustee
report dated June 30, 2004. The weighted average spread earned by
the transaction has also decreased to 2.5% from 2.95%, compared
with a trigger of 2.45%.

Standard & Poor's will review the results of current cash flow
runs generated for Babson CLO Ltd 2003-I to determine the level of
future defaults the rated classes can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes. "We
will compare the results of these cash flow runs with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available," S&P says.

RATINGS PLACED ON CREDITWATCH NEGATIVE

Babson CLO Ltd 2003-I

                   Rating
  Class      To             From          Balance (mil. $)
  -----      --             ----          ----------------
  E          BB/Watch Neg   BB                        7.00
  SPref shrs BB/Watch Neg   BB                        5.00

RATINGS AFFIRMED

  Babson CLO Ltd 2003-I

  Class      Rating          Balance (mil. $)
  -----      ------          ----------------
  A-1        AAA                       150.00
  A-2A       AAA                        93.00
  A-2B       AAA                        17.00
  B          AA                         20.00
  C          A                          18.50
  D          BBB                        17.70

TRANSACTION INFORMATION

Issuer:             Babson CLO Ltd 2003-I
Co-issuer:          Babson (Delaware) CLO Corp. 2003-I
Underwriter:        Wachovia Securities Inc.
Collateral manager: Babson Capital Management LLC
Trustee:            U.S. Bank N.A.


BANC OF AMERICA: Fitch Affirms B Rating on $19.3MM Class K Certs.
-----------------------------------------------------------------
Fitch Ratings affirms all classes of Banc of America Large Loans,
Inc.'s commercial mortgage pass-through certificates, series 2004-
BBA4 as:

   -- $6.8 million class F at 'AAA';
   -- $15.1 million class G at 'AAA';
   -- $9.4 million class H at 'AAA',
   -- $11.2 million class J at 'AA+'
   -- $19.3 million class K at 'B' and
   -- Interest-only classes, X-1B 'AAA', X-2 'AAA', X-3 'AAA', X-4
      'AAA'.

Classes A1, A2, X-1A, X-5, B, C, D, and E have paid in full.

The classes are affirmed due to stable Fitch-expected credit
enhancement levels since Fitch's last rating action. Although the
transaction has been paid down 93.2% since issuance, the pool has
become increasingly concentrated.  As of the August 2008
distribution date the transaction balance has paid down to
$61.7 million, from $912.3 million at issuance.

Three of the original loans remain in the pool, including one
retail loan, the Westgate Mall (50.24%); one office loan, Heritage
Square I & II (28.5%) and the Arapaho Business Park (21.3%). The
collateral is heavily concentrated in two states, Massachusetts
(50.24%) and Texas (49.8%).  All three loans have extended their
maturity dates into 2009.

Fitch has identified two loans (49.8%) as Fitch Loans of Concern,
including the Heritage Square I & II loan (28.5%) and the Arapaho
Business Park loan (21.3%): Both loans are performing at below
investment grade standards.  The net cash flow for Heritage Square
I & II (28.5%) is below that at issuance because of increased
expenses.  In addition, based on information provided by the
servicer, occupancy as of June 30, 2008, has declined to 86.1%
compared to 91.0% at issuance.  The Fitch stressed net cash flow
at the Arapaho Business Park in Richardson Texas, has declined by
28.2% since issuance.  In addition, occupancy at Arapaho Business
Park has also declined to 84.8%, which has been consistently below
that of 89.3% at issuance.

Somewhat mitigating the decline in performance of the Arapaho
Business Park loan is the presence of subordinate debt in the
amount of $6.6 million.  Fitch will continue to monitor the
performance of these loans as the current analysis was based on
the six months ended June 30, 2008.


BANYAN CORP: June 30 Balance Sheet Upside-Down by $1,692,052
------------------------------------------------------------
Banyan Corp.'s consolidated balance sheet at June 30, 2008, showed
$3,759,657 in total assets and $5,451,709 in total liabilities,
resulting in a $1,692,052 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,299,860 in total current assets
available to pay $3,886,436 in total current liabilities.

The company reported a net loss of $849,101 on revenues of
$696,364 for the second quarter ended June 30, 2008, compared with
a net loss of $1,676,536 on revenues of $1,357,712 in the
corresponding period last year.

Revenue from the diagnostic testing business decreased by
$640,932, or 53.3%, compared to 2007.  Revenue from franchised
operations decreased $20,417, or 13.1%, compared to 2007.

Loss from operations decreased 82% to $56,784 from $315,648, due
to a significant decrease in selling, general and administrative
expenses.  This was caused by a force reduction in the company's
diagnostic testing business and corresponding reductions in
salaries, employee benefits, expense reimbursement, travel and
entertainment, and all the costs associated with the company's
diagnostic testing system business.

The decrease in net loss primarily reflects decreases in loss from
operations and other expenses.  The decrease in other expenses
included a $473,712 decrease in management compensation expense.

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?3167

                        Going Concern Doubt

Schwartz Levitsky Feldman LLP, in Toronto, Ontario, expressed
substantial doubt about Banyan Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations, working
capital deficiency and net stockholders' deficit.

To date operations have not been self-sustaining.  Should the
company be unable to implement its plan of operation, expansion
plans may be curtailed, and the company may not be able to
continue in operation.  Should it be unable to continue in
operation, the company said that it will be forced to sell its
businesses, seek a reverse merger or file for protection under the
federal bankruptcy laws.

                         About Banyan Corp.

Headquartered in Beverly Hills, California, Banyan Corporation
(OTC BB: BANY.OB) operates in two segments of the health care
industry: diagnostic imaging and franchising Chiropractic USA
chiropractic clinics.  All clinics are operated by independent
entrepreneurs under the terms of franchise arrangements.


BAUGHER CHEVROLET-BUICK: To Sell Biz to Rival Obaugh Auto Group
---------------------------------------------------------------
Baugher Chevrolet-Buick plans to sell itself to a competitor,
Obaugh Auto Group, to raise funds to repay more than $3 million in
debts.  According to court documents, the Debtor says that, among
other things, reluctant buyers and the weak economy helped to
drive it into bankruptcy.

Waynesboro, Virginia-based Baugher Chevrolet-Buick --
http://www.baugherautos.com/-- is a dealer for new and used cars,
trucks and SUVs.  The Debtor also provides auto financing,
services, and parts.

The Debtor filed for Chapter 11 bankruptcy protection with the
U.S. Bankruptcy Court in Virginia (Case No.: 08-50862).  A. Carter
Magee, Jr., Esq., at Magee Foster Goldstein & Sayers, in Roanoke,
Virginia, represents the Debtor.

When it filed for bankruptcy, the Debtor listed $2,931,782 in
total assets and $4,432,601 in total debts.


BEAR STEARNS: Moody's Junks Two Class Certificates
--------------------------------------------------
Moody's Investors Service downgraded the ratings of 9 tranches
from the Bear Stearns ARM Trust 2005-12 transaction.  The
collateral backing these transactions consists primarily of first-
lien, adjustable-rate, Alt-A mortgage loans.

Complete rating actions are

Issuer: Bear Stearns ARM Trust 2005-12

  -- Cl. II-4-A-1, Downgraded to Aa2 from Aaa
  -- Cl. II-5-A-1, Downgraded to Aa2 from Aaa
  -- Cl. II-1-A-1, Downgraded to Aa3 from Aaa
  -- Cl. II-2-A-2, Downgraded to Aa3 from Aa1
  -- Cl. II-3-A-2, Downgraded to Aa3 from Aa1
  -- Cl. I-B-1, Downgraded to A2 from Aa3
  -- Cl. I-B-2, Downgraded to Ba2 from Baa1
  -- Cl. I-B-3, Downgraded to Caa3 from Ba3
  -- Cl. II-B-3, Downgraded to Caa2 from B3

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 are a result of Moody's on-going review process.


BLOCKBUSTER INC: S&P Affirms 'B-' Corporate Credit Rating, Stable
-----------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Dallas-
based Blockbuster Inc. to stable from negative. At the same time,
S&P affirmed all other ratings, including the 'B-' corporate
credit rating on the company.

"The outlook change reflects the meaningfully improved performance
and enhanced credit protection profile driven primarily by
significant cost reductions," said Standard & Poor's credit
analyst David Kuntz.


BLUE WATER: Court Approves $6 Million Sale of Plant and Equipment
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
authorized Blue Water Automotive Systems Inc. and its debtor-
affiliates to sell a plant and equipment for $6 million to CIT
Group Inc. and Engineered Plastic Components Inc.

Detroit Free Press says that CIT, an investment firm and Blue
Water's biggest creditor, agreed to buy the plant in St. Clair in
exchange for $3 million in debt, while Engineered Plastic bought
machinery and equipment for $3 million in cash.  The sales were
approved Tuesday by U.S. Bankruptcy Judge Marci McIvor, Detroit
Free Press adds.

As reported in the Troubled Company Reporter on Aug. 13, 2008,
Blue Water delivered to the Court an amended joint plan of
liquidation to contemplate a wind-down of the Debtors' assets.

Various reports state that General Motors Corp., a creditor,
wanted the case converted to a Chapter 7 bankruptcy to allow a
government-appointed trustee to take over management.

Bloomberg reports that GM told the Court that the reorganization
of the Debtors is a failure.

                        About CIT Group

Headquartered in New York City, CIT Group Inc. (NYSE: CIT) --
http://www.cit.com/-- is a commercial finance company that
provides financial products and advisory services to more than one
million customers in over 50 countries across 30 industries.

              About Engineered Plastic Components Inc.

Engineered Plastic Components Inc. is a privately held company
based in Grinnell, Iowa.

                    About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operations in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction. In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies. KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196). Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serve as the Debtors' bankruptcy counsel.
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent. Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.

The Debtors filed their Liquidation Plan on May 9, 2008.  The
Plan contemplates a sale of substantially all of the Debtors'
assets and equity interests, except for a piece of real property
located at Yankee Road, in St. Clair, Michigan.  The Plan has
been confirmed by the Court.


BOSCOV'S INC: Proposes $1.45MM Bonus Payments to Top Executives
---------------------------------------------------------------
Boscov's Inc. and its affiliated debtors seek permission from the
the U.S. Bankruptcy Court for the District of Delaware to pay its
top six executives success payments totaling $1.45 million if the
company gets out of bankruptcy or is sold by early 2009.

The Debtors, according to Bloomberg, propose that an executive
vice president could earn a bonus equal to his annual salary if a
Chapter 11 plan is approved by the end of February or a sale of
assets as a going concern is completed by early January.  Both
must be approved by the creditors' committee for the bonus to kick
in, Bloomberg indicates.  He would receive a 50% bonus if the
assets are liquidated by January, Bloomberg adds.

The other top officers could receive from 20% to 50% of annual
salary, Bloomberg relates.  For them to qualify, there must be a
plan or a going-concern sale before the same deadlines, Bloomberg
notes.

Lancaster Online.com, citing court documents, states that the
payments will compensate the senior executives for their efforts
on the bankruptcy case, a possible sale and operating the
business.  The payment will also ensure that business will be
maintained pending these transaction, Lancaster Online.com adds.

The Court, according to various reports, will consider the
Debtors' request on Sept. 5, 2008, at 10 a.m.

Lancaster Online.com adds that a committee representing its
unsecured creditors supports the proposal.

                        About Boscov's Inc.

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

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No.: 08-11637).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  Daniel J. DeFranceschi,
Esq., and L. Katherine Good, Esq. at Richards, Layton & Finger,
P.A., serve as the Debtors' local Delaware counsel.  The Debtors'
financial advisor is Capstone Advisory Group and their investment
banker is Lehman Brothers Inc.  The Debtors' claims agent is
Kurtzman Carson Consultants, L.L.C.

Boscov's listed assets of $538 million and liabilities of
$479 million in its bankruptcy filing.


BSCM TRUST: Fitch Affirms B- Rating on $8.3 Million Class Q Loans
-----------------------------------------------------------------

Fitch Ratings affirms Bear Stearns Commercial Mortgage Securities
Trust 2007-PWR16 as:

-- $74.2 million class A-1 at 'AAA';
-- $681 million class A-2 at 'AAA';
-- $58.2 million class A-3 at 'AAA';
-- $130.7 million class A-AB at 'AAA';
-- $954.4 million class A-4 at 'AAA';
-- $411 million class A-1A at 'AAA';
-- $331.4 million class A-M at 'AAA';
-- $273.4 million class A-J at 'AAA';
-- Interest-only class X at 'AAA';
-- $33.1 million class B at 'AA+';
-- $33.1 million class C at 'AA';
-- $33.1 million class D at 'AA-';
-- $20.7 million class E at 'A+;
-- $24.9 million class F at 'A';
-- $29 million class G at 'A-'.
-- $41.4 million class H at 'BBB+'.
-- $33.1 million class J at 'BBB'.
-- $33.1 million class K at 'BBB-'.
-- $16.6 million class L at 'BB+';
-- $12.4 million class M at 'BB';
-- $12.4 million class N at 'BB-';
-- $8.3 million class O at 'B+';
-- $8.3 million class P at 'B';
-- $8.3 million class Q at 'B-'.

Fitch does not rate the $41.4 million class S.

The affirmations are due to stable pool performance and minimal
principal paydown since issuance. As of the August 2008
distribution date, the pool's aggregate certificate balance has
been reduced 0.3% to $3.304 billion from $3.314 billion at
issuance. Currently there are no delinquent or specially serviced
loans.

Fitch has reviewed the performance of the two shadow rated loans,
Clear Creek Plaza (0.2%) and Residential Inn San Antonio (0.2%).
Both loans maintain investment grade shadow ratings due to stable
performance.

Clear Creek Plaza is a five-year amortizing balloon loan secured
by four single-story anchored retail buildings totaling 56,494
square feet (SF) in Carson City, Nevada. Servicer-reported year-
end 2007 debt service coverage ratio was 2.11 times, compared to
1.97x at issuance. Occupancy has remained stable at 97.6% since
issuance.

Residential Inn San Antonio is a five-year interest-only loan
secured by a 120-room limited service hotel in San Antonio, Texas.
Servicer-reported YE 2007 DSCR was 4.16x, compared to 4.38x at
issuance. Occupancy as of first-quarter 2008 was 77% with revenue
per available room at $60.77, compared to occupancy of 90% with
RevPar at $78.32 at issuance. The decline in occupancy and revenue
was due to seasonal fluctuation.

Fitch has identified 10 loans (2.3%) as Fitch loans of concern due
to declining DSCR and/or occupancy. The largest Fitch loan of
concern (0.9%) is secured by a 634-unit garden-style apartment
complex located in New Castle, Delaware. Servicer-reported YE 2007
DSCR was 0.92x with an occupancy rate of 76.8%, compared to DSCR
of 1.17x with an occupancy rate of 85.3% at issuance. The property
has been under substantial renovation since May 2007, which was
anticipated at issuance. Most of the construction work has been
completed and the property occupancy has improved to the same
level at issuance.

The second largest Fitch loan of concern (0.3%) is secured by a
135,401 SF retail property in Lakewood, CO. Servicer-reported YE
2007 DSCR was 0.98x with occupancy at 78%, compared to DSCR of
1.35x and occupancy of 79% at issuance. Fitch will continue to
monitor this loan.

Loan maturities are concentrated in the year 2012 and 2017, when
23% and 72.9% of the pool, respectively, are scheduled to mature.


CAPTAIN'S COVE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Captain's Cove Group, LLC
         6014 South Point Rd.
         Berlin, MD 21811

Bankruptcy Case No.: 08-20901

Chapter 11 Petition Date: August 26, 2008

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: J. Daniel Vorsteg, Esq.
                      Email: jvorsteg@wtplaw.com
                   Whiteford Taylor & Preston
                   7 St. Paul St.
                   Baltimore, MD 21202
                   http://www.wtplaw.com/

Estimated Assets: $10,000,000 to $50,000,000

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

Debtor's 20 Largest Unsecured Creditors:

    Entity                      Nature of Claim       Claim Amount
    ------                      ---------------       ------------
Bunting Construction Corp.,    trade debt            $206,466
Inc.
32996 Lighthouse Rd.
Selbyville, DE 19970

Atlantic Group & Associates,   trade debt            $17,693
Inc.
10044 Old Ocean City Blvd.
Berlin, MD 21811

Superior Outdoor Signs, Inc.   trade debt            $7,900
12044 South Piney Point Rd.
Bishopville, MD 21813

Comcast Spotylignt             trade debt            $7,123

Captain's Cove Golf & Yacht    trade debt            $2,506
Club

BIC, Inc.                      trade debt            $2,000

Lynch Printing, LLC            trade debt            $1,693

Chesapeake Outdoor             trade debt            $949

Sharp Energy                   trade debt            $887

Nancy Matthews                 trade debt            $682

D3 Corp.                       trade debt            $600

Gowen & Associates             trade debt            $400

Pender & Coward                trade debt            $195


CAREFREE 65: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Carefree 65, L.L.C.
         W238 N1660 Busse Road, Suite 110
         Waukesha, WI 53188

Bankruptcy Case No.: 08-11303

Chapter 11 Petition Date: August 27, 2008

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Mark Wesbrooks, Esq.
                   The Wesbrooks Law Firm, LLC
                   15396 N. 83rd Avenue, Suite C-100
                   Peoria, AZ 85381
                   Tel: (602) 262-0390
                   Fax: (602) 262-4353
                   Email: mark.wesbrooks@azbar.org

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

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


CE GEN: S&P Affirms 'BB+' on Strength of Contracted Cash Flow
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' rating on CE
Generation LLC's (CE Gen) $400 million senior secured notes due
2018, and assigned a recovery rating of '1'. The outlook is
stable. The recovery rating of '1' indicates the expectation of
very high (90% to 100%) recovery of principal in the event of a
default.

"The rating on CE Gen reflects the strength of the contracted cash
flows from its subsidiary Salton Sea Funding Corp., which is
expected to account for nearly all of CE Gen's contracted cash
flows after 2009," said Standard & Poor's credit analyst Terrence
Marshall. "Of the $400 million originally issued, CE Gen had about
$271.8 million in debt outstanding as of March 31, 2008."

CE Generation LLC, which is owned 50% by MidAmerican Energy
Holdings Co. (MEHC) and 50% by TransAlta Corp., is the holding
company for MEHC's interests in its U.S. qualifying facilities
(QF). The total capacity of CE Gen's 13-project portfolio is 829
megawatts (MW), with CE Gen's net ownership at 769 MW.

Although the cash flows come from a number of projects, the
portfolio's effect is limited in that 10 of the 13 projects are
part of SSFC's (BBB-/Stable) geothermal portfolio, with the
remainder being gas-fired combined-cycle units. Together with
Saranac, the combined-cycle QF located in New York state, SSFC is
expected to provide most of the cash flow through 2009. After
2009, when the Saranac QF contract expires, SSFC will provide
virtually all of CE Gen's contractual cash flow, while all three
combined cycle units will have merchant exposure.


CENTRO NP: Posts $299.5 Million Net Loss in 2008 Second Quarter
---------------------------------------------------------------
Centro NP LLC reported a net loss of $299.5 million for the second
quarter ended June 30, 2008, a net loss of $34.7 million for the
period from April 1, 2007, through April 4,2007, and net income of
$3.7 million for the period April 5, 2007, through June 30, 2007.

Rental income was $76.9 million for the three months ended
June 30, 2008, $4.5 million for the period from April 1, 2007,
through April 4, 2007, and $94.2 million for the period April 5,
2007 through June 30, 2007.

These significant factors caused material changes in the rental
income of the company:

   -- 2007 Acquisitions, which increased rental income by
      approximately $5.6 million

   -- Increased amortization of below market leases, which leases
      were recorded at fair value upon completion of the purchase
      accounting analyses by the company in connection with the
      Merger, which increased rental income by approximately
      $3.8 million

   -- Net increases in rental rates and straight-line rent
      adjustments, which increased rental income by approximately
      $2.1 million

   -- The Residual Joint Venture Transactions, which decreased
      rental income by approximately $33.0 million

Expense reimbursements were $20.5 million for the three months
ended June 30, 2008, $2.4 million for the period from April 1,
2007, through April 4, 2007, and $23.7 million for the period from
April 5, 2007, through June 30, 2007.

Fee income was $8.4 million for the three months ended June 30,
2008, $196,000 for the period from April 1, 2007, through
April 4, 2007, and $6.8 million for the period from April 5, 2007,
through June 30, 2007.

The company reported a loss before real estate sales, minority
interest and other income and expenses, of $248.0 million for the
three months ended June 30, 2008, a loss of $32.7 million for the
for the period from April 1, 2007, through April 4, 2007, and
income of $29.8 million for the period from April 5, 2007, through
June 30, 2007.

During three months ended June 30, 2008, the company recorded
impairment charges of $95.1 million and $18.1 million over its
real estate assets and real estate held for sale assets,
respectively.  These impairment charges are the result of changes
in the hold period probability weighting applied by management in
relation to the company's real estate assets and real estate
assets held for sale, in accordance with SFAS No. 144.

An impairment charge of $173.5 million of goodwill and other
intangibles was also recorded by the company during the three
months ended June 30, 2008.  This impairment charge was required
due to the significant reduction in the company and affiliates'
capital streams derived from certain property and funds management
services.

During the three months ended June 30, 2008, the company recorded
an impairment charge of $6.2 million in relation to its investment
in Centro GA America LLC.  This charge is the result of an other
than temporary loss in value of the company's investment.  The
company has identified that the cause for the other than temporary
loss is the decrease in the fair value of the underlying real
estate investments of Centro GA America LLC, due to the intended
sale of these assets during the next six to twelve months.

                     Short-Term Liquidity Needs

In addition to short-term indebtedness, the company's short-term
liquidity requirements consist primarily of funds necessary to pay
for management fees, operating and other expenses directly
associated with its portfolio of properties, interest expense and
scheduled principal payments on its outstanding debt, capital
expenditures incurred to facilitate the leasing of space (e.g.,
tenant improvements and leasing commissions), and capital
expenditures incurred in the company's development and
redevelopment projects.

The company presently has $306.8 million of debt under its Amended
July 2007 Revolving Facility scheduled to mature on the earlier to
occur of (i) Sept. 30, 2008, and (ii) the date on which any
trigger event under its Amended July 2007 Revolving Facility
occurs.  The company also has aggregate of $8.6 million of
mortgage debt scheduled to mature during 2008.   Although the
company has historically met its short-term liquidity requirements
with cash generated from operations and borrowings under credit
facilities, the company is presently unable to make draws on its
Amended July 2007 Revolving Facility.  Due to covenants contained
in certain of its debt agreements, the company is prohibited from
incurring additional indebtedness and are limited to distributions
received from the Residual Joint Venture that are funded with
borrowings from an $80.0 million revolving credit facility of BPR
Shopping Center, LLC, an unconsolidated subsidiary of the company.

The company is currently working with the lenders under its
Amended July 2007 Revolving Facility to refinance its short-term
indebtedness and are considering additional plans with respect to
meeting its short-term liquidity requirements.

Additionally, the limited partners of Excel Excel Realty Partners,
L.P., a consolidated entity, have a redemption right for their
Class A Preferred Units exercisable as of April 20, 2008.  The
aggregate redemption amount payable to all limited partners as of
April 1, 2008, was approximately $83.9 million.  The DownREIT
Partnership was required to pay the redemption amount on June 27,
2008, to any redeeming limited partners which it received a notice
of redemption from on or prior to June 13, 2008.  Limited partners
were not entitled to provide notice of redemption prior to April
20, 2008.  Prior to June 27, 2008, twelve limited partners, who
held a total of approximately 1.35 million units, exercised their
redemption right, the aggregate redemption amount payable in
relation to such redemption would have been approximately $44.9
million.

On June 26, 2008, the DownREIT Partnership entered into agreements
with such twelve limited partners which provided for, among other
things, the DownREIT Partnership to pay the redemption amount for
15% of each limited partner's outstanding Class A Preferred Units
and an extension payment of 1% of the remaining Class A Preferred
Units on June 27, 2008.  The aggregate redemption amount paid on
June 27, 2008, to the 12 redeeming limited partners was
approximately $6.7 million and the extension payment was
approximately $380,000.  In addition, the agreements provide that
the DownREIT Partnership is required to redeem the remaining 85%
of the twelve limited partners' Class A Preferred Units by a date
no later than Sept. 15, 2008, with any net proceeds of the company
from a sale, mortgage or any other transfer of assets of the
company or its subsidiaries to be used promptly to redeem all or a
portion of the remaining Class A Preferred Units.  The DownREIT
Partnership's redemption obligation is also secured by certain of
its properties.

                           Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$4.51 billion in total assets, $2.20 billion in total liabilities,
$42.0 million in minority interest in consolidated partnership and
joint ventures, and $2.27 billion in total member's capital.

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?316a

                        Going Concern Doubt

There is substantial doubt about the company's ability to continue
as a going concern given that the company's liquidity is subject
to, among other things, its ability to negotiate extensions of
credit facilities.  The company's inability to refinance the
credit facilities would have a material adverse effect on the
company's liquidity and financial condition.  In addition,
uncertainty also exists due to the refinancing issues currently
experienced by the company's ultimate parent investors, Centro
Properties Group and Centro Retail Group.  If the outcomes of
these refinancing negotiations are not favorable to Centro
Properties Group and Centro Retail Group, it is uncertain as to
the impact that this will have on the company.

                        About Centro NP LLC

Headquartered in New York, Centro NP LLC (formerly Super
IntermediateCo LLC) was formed in February 2007 to succeed the
operations of New Plan Excel Realty Trust Inc.  The principal
business of the company is the ownership and management of
community and neighborhood shopping centers throughout the United
States.  A substantial portion of its revenue is derived from
tenants under existing leases at its properties.  Prior to the
consummation of the merger, New Plan Excel Realty Trust was
operated as a self-administered, self-managed real estate
investment trust.


CG JCF: S&P Cuts Bank Loan, Counterparty Credit Ratings to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating and bank loan ratings on C.G. JCF Corp., the intermediate
holding company of the Crump Group Inc., to 'B' from 'B+.' The
outlook was revised to negative from stable.

"The rating downgrade reflects Crump's weaker credit profile,
weaker liquidity and deteriorating financial performance driven
primarily by challenging market conditions in property/casualty
operations," said Standard & Poor's credit analyst Tracy Dolin.

Crump also is starting to experience top-line pressure in its Life
operation affected by slowing sales trends on an industry-wide
basis. These factors have all contributed to peer lagging organic
revenue growth rates and margin compression.

"Overall, Crump has not met Standard & Poor's original
expectations upon rating assignment. In particular, Crump produced
a 1.4x EBITDA fixed charge coverage for the first half of 2008,
weaker than our 2.5x expectation," S&P says.

"In addition, Crump's coverage metrics are starting to mirror
those of lower rated peers, based upon results for the first half
of 2008 and our year-end projections. We also believe the company
will produce lower levels of cash flow and be challenged to meet
its restrictive covenants in the near to intermediate term on a
status quo basis. Partly offsetting these weaknesses, we believe
the organization has adequate risk controls in place and a strong
partnership with its private equity sponsor, J.C. Flowers, as
evidenced by recent extensions of capital support. Thus, we
believe the company will not actually breach its restrictive
covenants. In addition, Crump remains less leveraged than its
interactively rated peers and has surpassed our expectations of
prepaying debt ahead of schedule.

"The outlook is negative. We expect the company to produce pretax
EBITDA coverage of about 1.8x, with total debt-to-EBITDA of 5.5x
(not including cure amounts) and EBITDA margins of 18%
prospectively in 2008. We believe the company will produce lower
levels of cash flow in 2008 than 2007 and will be challenged to
meet its restrictive covenants in the near-to-intermediate term
without ongoing support from its private equity sponsor.

"If the company's interest-coverage and debt-leverage metrics
continue to fall short of our expectations, the rating might be
lowered over the next 12 months. Because of the soft
property/casualty market pricing cycle, and the potential impact
of weakening economic conditions on Crump's other life insurance
and retirement services businesses, we may witness margin
compression, top line pressures and/or unsuccessful execution of
expense savings targets precipitating unsatisfactory coverage
metrics. We will consider revising the outlook to stable if the
company is able to significantly increase EBITDA production and
improve compliance with existing restrictive bank loan covenants
through its standalone operating fundamentals."


CHARMING SHOPPES: S&P Says Ratings Unaffected By Catalog Sale
-------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Bensalem,
Pa.-based Charming Shoppes Inc. (B/Negative/--) are unchanged
following the company's announcement that it has entered into an
agreement to sell its noncore misses apparel catalogs (Crosstown
Traders) to Orchard Brands for $35 million.  Charming Shoppes also
announced that it has entered into an agreement for the sale of
the misses apparel catalog credit card receivables for about $40
million to Alliance Data Systems Corp. Management expects the two
sales to net approximately $43 million combined. Use of proceeds
has not been publicly disclosed.


CIFG GUARANTY: S&P Cuts Ratings on 8 Insured MTN Issues to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
CIFG Assurance North America Inc. (CIFG) insurance-supported
medium-term note issues and revised the CreditWatch implications
on the ratings to developing from negative.

These rating actions follow Standard & Poor's Aug. 22, 2008,
lowering of S&P's rating on CIFG to 'B' from 'A-'.

The ratings on the affected note issues are based solely on the
full financial guarantee insurance policies provided by CIFG,
which guarantee the timely payment of interest and principal
according to the transactions' terms.

Under S&P's criteria, the issue rating on an insured bond reflects
the higher of the rating on the bond insurer (monoline) and
Standard & Poor's underlying rating (SPUR) on the securities.
Since these transactions do not have SPURs, however, S&P has
lowered the ratings based solely on the support from CIFG.

RATINGS LOWERED AND ON CREDITWATCH DEVELOPING

                                                 Rating
   Issuer                   Series         To             From
   ------                   ------         --             ----
Republic Holdings
   Texas II L.P.            2008-A   B/Watch Dev    A-/Watch Neg
                            2008-B   B/Watch Dev    A-/Watch Neg
                            2008-C   B/Watch Dev    A-/Watch Neg
Whitecap New York
   Growth Fund LLC          2004     B/Watch Dev    A-/Watch Neg
Whitecap New York
   Growth Fund II LLC       2005     B/Watch Dev    A-/Watch Neg
Whitecap Texas
   Opportunity Fund L.P.    2005     B/Watch Dev    A-/Watch Neg
Whitecap Texas Opportunity
  Fund II L.P.              2008A    B/Watch Dev    A-/Watch Neg
                            2008B    B/Watch Dev    A-/Watch Neg


CIFG GUARANTY: S&P Cuts Ratings on 5 Classes to 'B'
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from five U.S. residential mortgage-backed securities
(RMBS) transactions following the downgrade of bond-insurer CIFG
Guaranty (CIFG).

"We also removed the ratings on the downgraded classes from
CreditWatch with negative implications. In addition, the ratings
on seven classes (two 'AAA' ratings and five 'A-' ratings) remain
on CreditWatch negative pending further review. Lastly, we
affirmed our ratings on seven classes from five transactions. A
total of 19 classes from 14 RMBS transactions were affected by the
CIFG downgrade," S&P says.

On Aug. 22, 2008, Standard & Poor's lowered its financial strength
rating on CIFG to 'B' from 'A-'. The rating remains on
CreditWatch, but the implications were changed at the time of the
downgrade to developing from negative.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

American Home Mortgage Investment Trust 2006-2
Series 2006-2

                                Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  V-A        02660YAA0     B              A-/Watch Neg

Greenpoint Mortgage Funding Trust 2006-HE1
Series 2006-HE1

                                Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  Ac         39539BAB9     B              A-/Watch Neg

GSAA Home Equity Trust 2007-S1
Series 2007-S1

                                Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  A-1        362246AA8     B              A-/Watch Neg

SACO I Trust 2006-12
Series 2006-12

                                Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  II-A       78577NAG3     B              A-/Watch Neg

Terwin Mortgage Trust 2007-3SL
Series 2007-3SL

                                Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  A-1        88157TAA0     B              A-/Watch Neg

RATINGS REMAINING ON CREDITWATCH NEGATIVE

ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE1
Series 2006-HE1

  Class      CUSIP         Rating
  -----      -----         ------
  A-1B2      004421WL3     AAA/Watch Neg

Banc of America Funding 2006-R1 Trust
Series 2006-R1

  Class      CUSIP         Rating
  -----      -----         ------
  A-1        05950CAA0     A-/Watch Neg
  A-2        05950CAB8     A-/Watch Neg
  A-3        05950CAC6     A-/Watch Neg

Banc of America Funding Corp. 2006-R2 Trust
Series 2006-R2

  Class      CUSIP         Rating
  -----      -----         ------
  A-2        05950SAB3     A-/Watch Neg
  A-1        05950SAA5     A-/Watch Neg

Merrill Lynch Mortgage Investors Trust, Series 2006-WMC1
Series 2006-WMC1

  Class      CUSIP         Rating
  -----      -----         ------
  A-1B       59020U4M4     AAA/Watch Neg

RATINGS AFFIRMED

Asset Backed Securities Corporation Home Equity Loan Trust Series
OOMC 2005-HE6
Series 2005-HE6

  Class      CUSIP         Rating
  -----      -----         ------
  A2D        04541GTJ1     AAA

Bear Stearns Asset Backed Securities I Trust 2005-HE9
Series 2005-HE9

  Class      CUSIP         Rating
  -----      -----         ------
  II-A-2     073879R34     AAA

Lehman XS Trust
Series 2005-8

  Class      CUSIP         Rating
  -----      -----         ------
  1-A4       525221DU8     AAA
  2-A3       525221ED5     AAA

Lehman XS Trust Series 2005-10
Series 2005-10

  Class      CUSIP         Rating
  -----      -----         ------
  1-A5       525221FR3     AAA

Structured Asset Investment Loan Trust 2005-5
Series 2005-5

  Class      CUSIP         Rating
  -----      -----         ------
  A8         86358ETD8     AAA
  A9         86358ETE6     AAA


CLUBHOUSE AT FAIRWAY: Case Summary & 10 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: The Clubhouse at Fairway Pines, LLC
         22045 South Highway 550
         Montrose, CO 81403

Bankruptcy Case No.: 08-23047

Chapter 11 Petition Date: August 27, 2008

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Lee M. Kutner
                   (lmk@kutnerlaw.com)
                   303 E. 17th Avenue, Suite 500
                   Denver, CO 80203
                   Tel: (303) 832-2400

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

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

A copy of the Debtor's petition is available for free at:

              http://bankrupt.com/misc/cob08-23047.pdf


COMMODORE CDO: Fitch Cuts Ratings on 5 Note Classes
---------------------------------------------------
Fitch downgrades and removes from Rating Watch Negative five
classes of notes issued by Commodore CDO II, Ltd./Corp.  These
rating actions are effective immediately:

   -- $95,385,236 class A-1MM notes to 'BBB/F2' from 'A-/F1+';
   -- $24,336,366 class A-2(a) notes to 'BB' from 'BBB-';
   -- $772,583 class A-2(b) notes to 'BB' from 'BBB-';
   -- $48,600,000 class B notes to 'CC' from 'CCC';
   -- $8,921,225 class C notes to 'C' from 'CCC'.

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

Commodore II is a cash flow structured finance (SF) collateralized
debt obligation (CDO) that closed on Dec. 12, 2003, and is managed
by Fischer Francis Trees & Watts Inc.  Currently, 29.7% of the
portfolio is comprised of 2005, 2006 and 2007 vintage U.S.
subprime RMBS.  The portfolio also contains 28.2% asset-backed
securities, 20.0% subprime RMBS collateral from pre-2005 vintages,
14.7% CDOs, and 7.4% of various other structured finance assets.

Since Fitch's last rating action on November 21, 2007,
approximately 44.6% of the portfolio has been downgraded, with
5.0% of the portfolio currently on Rating Watch Negative.
Additionally, 44.3% of the portfolio is now rated below investment
grade, including 32.8% of the portfolio rated 'CCC+' or below.
The negative credit migration experienced since the last review
has resulted in the weighted average rating of the portfolio
deteriorating to 'BB-/B+' from 'BBB-/BB+', breaching its minimum
required average rating of between 'BBB/BBB-', as of the trustee
report dated July 7, 2008.

The collateral deterioration has caused the class B and class C
overcollateralization tests to fall below 100% and fail their
respective triggers. As of the July 7, 2008, trustee report the
class B OC ratio was 82.3% and the class C OC ratio was 78.2%.
The coverage test failures are causing interest proceeds to be
diverted from the class C notes in order to redeem the class A-1MM
notes. Additionally, all principal proceeds are currently being
used to redeem the principal balance of the class A-1MM notes.

The structural features of the transaction make it unlikely that
the classes A-2a and A-2b notes will receive any additional
principal proceeds unless and until the class A-1MM notes are
paid-in-full.  The class B notes continue to receive full interest
payments, but are unlikely to receive their complete principal
balances by maturity.  The class C notes are not receiving any
payments and are unlikely to receive significant, if any, future
proceeds.

The ratings on the classes A-1MM, A-2(a), A-2(b), 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 rating on the class C notes addresses the ultimate
receipt of interest payments and ultimate receipt of principal as
per the transaction's governing documents.  In addition, the
short-term rating on the class A-1MM notes is based on the
availability of support provided to these notes by the put
agreement provided by AIG Financial Products Corp., whose payment
obligations are absolutely and unconditionally guaranteed by
American International Group Inc. (rated 'AA-' Outlook
Negative/'F1+' by Fitch).  The availability of this put agreement
is contingent upon, among other conditions, the continued
fulfillment of interest payments and the ultimate payment of
principal to the class A-1MM notes.  The 'F2' rating indicates a
satisfactory capacity for timely payment of these financial
commitments.

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.


CONTINENTAL ALLOYS: S&P Puts 'B' Credit Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Houston, Texas-based
Continental Alloys & Services Inc. on CreditWatch with negative
implications.

"The rating action follows the company's weaker-than-expected
second-quarter results and our concern that Continental will not
be able to meet its fixed charge coverage covenant in the third
quarter," said Standard & Poor's credit analyst Sherwin Brandford.

Continental's EBITDA dropped to $11.6 million in the second
quarter, 15% lower than first-quarter results. The decline
reflected weaker U.S. sales due mainly to a decrease in drilling
activity in the Gulf of Mexico.

"Although the company has adequate room under its leverage and
interest coverage covenants with the lower earnings, its fixed
charge ratio was 1.66x at June 30, 2008, providing little room
versus the 1.5x covenant level. In calculating the fixed charge
coverage ratio, capital expenditures are subtracted from EBITDA,
causing the current ratio to be negatively impacted by the
increase in capital spending related to the Asian expansion. We
are concerned that third quarter results may not be strong enough
to prevent the company from breaching this covenant," S&P says.

"In resolving our CreditWatch, we will closely monitor the
company's performance and its ability to maintain compliance with
its financial covenants," S&P says.


COTT CORP: Cut by S&P to 'B-' on Drop in 2008 Profit Expectations
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings,
including the long-term corporate credit rating to 'B-' from 'B',
on Mississauga, Ont.-based beverage manufacturer Cott Corp. The
ratings remain on CreditWatch with negative implications, where
they were placed Feb. 26.

"The downgrade follows Cott's announcement of substantially weaker
adjusted operating profit now expected for 2008, compared with the
company's previous guidance," said Standard & Poor's credit
analyst Lori Harris.

The decline is attributed to the effects of lower volume from
competitive promotional activity and poor weather, increased raw
material costs, and higher-than-anticipated start-up costs and
shipment delays related to the North American water business.
While management had expected a significant increase in adjusted
operating profit year-over-year, Cott now expects 2008 adjusted
operating profit to be between 28% below and 5% above its 2007
level. The drop in profit will further weaken Cott's liquidity
position and credit protection measures. Adjusted debt to EBITDA
has climbed in the past few years to the mid-5x area, from about
2x in 2004, due to lower EBITDA and higher debt levels.

"We will keep the ratings on Cott on CreditWatch until we obtain
better visibility regarding the likely effect on the company's
liquidity position and covenant compliance resulting from the
revised operating profit guidance," S&P says.


DAVISON PLAZA: Case Summary & Four Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Davison Plaza Shopping Center, Inc.
         14329 Warren
         Dearborn, MI 48126

Bankruptcy Case No.: 08-60737

Chapter 11 Petition Date: August 26, 2008

Court: Eastern District of Michigan (Detroit)

Debtor's Counsel: Michael E. Williams, Esq.
                    (attymw@yahoo.com)
                   19500 Middlebelt Rd., Suite 201W
                   Livonia, MI 48152
                   Tel: (248) 474-0670

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

             http://bankrupt.com/misc/mieb08-60737.pdf


DELTA AIR: S&P Sees $500MM Loss for 2008; 'B' Rating Off Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Delta
Air Lines Inc. (B/Negative/--), including the 'B' long-term
corporate credit rating.

S&P has removed all ratings from CreditWatch, where they were
placed with negative implications on May 22, 2008, as part of an
industrywide review. The rating outlook is negative.

"We expect that Delta will post a significant loss this year,
approaching $500 million -- before large noncash charges -- due to
high and volatile fuel prices," said Standard & Poor's credit
analyst Philip Baggaley, "but its financial performance should
continue to be better than those of most peer large U.S.
airlines." That, plus expected positive operating cash flow and
adequate liquidity, support an affirmation of its corporate credit
rating. Our rating action is not based on Delta's proposed merger
with Northwest Airlines Corp. (also 'B/Negative/--').


DEUTSCHE MORTGAGE: Fitch Affirms B- Rating on $19.7MM Cl. K Certs.
------------------------------------------------------------------
Fitch Ratings upgraded three classes of commercial mortgage pass-
through certificates from Deutsche Mortgage & Asset Receiving
Corp., as:

   -- $68.8 million class G to 'AA+' from 'A-;'
   -- $13.1 million class H to 'A+' from 'BBB;
   -- $26.2 million class J to 'BB-' from 'B+'.

In addition, Fitch has affirmed these classes:

   -- Interest-only class X at 'AAA';
   -- $15.1 million class C at 'AAA';
   -- $62.3 million class D at 'AAA';
   -- $81.9 million class E at 'AAA';
   -- $19.7 million class F at 'AAA';
   -- $19.7 million class K at 'B-'.

Fitch does not rate the $9.3 million class L certificates.
Classes A-1, A-2 and B have paid in full.

The upgrades are the result of additional paydown of 41.9% since
Fitch's last rating action in April 2008. Of the remaining pool,
84.8% matures in 2008.  As of the August 2008 distribution date,
the pool's aggregate certificate balance has been reduced by
approximately 76.2%, to $312.3 million from $1.31 billion at
issuance.

There is currently one specially serviced asset (0.7%) which was
transferred due to monetary default. T he asset is secured by a
24,620 square foot retail center located in Clinton, Michigan.
Occupancy at the property is currently 60%.  A Hollywood Video
vacated the property in September 2007 and there are no
prospective tenants.  Based on the most recent appraisal value,
losses are expected to be absorbed by the non-rated class L.


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

Travelers issued performance and payment bonds in favor of certain
subsidiaries of Dunmore Homes California, the Debtor's predecessor
company, for the benefit of contractors and subcontractors who
performed work for the Dunmore Companies.  Subsequently, certain
parties, including Cal Sierra Construction, DeSilva Construction,
and Hemington Landscape, have asserted claims against some of the
Bonds.

The approved Settlement provides that the Contractor Claimants
agree to assign their "Bonded stop Notice Claims" to Travelers.

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

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

The California Bankruptcy Court approved Dunmore's Disclosure
Statement on June 12, 2008 as containing "adequate information"
within the meaning of Section 1125 of the Bankruptcy Code.  A
hearing for August 12 has been set to consider confirmation of the
Plan.

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


ENCORE ACQUISITION: S&P Lowers Subordinated Debt Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
and revised its recovery rating on Encore Acquisition Co.'s senior
subordinated debt.

"We lowered the issue-level rating to 'B' (two notches below the
'BB-' corporate credit rating on the company) from 'B+', and
revised the recovery rating to '6' from '5', indicating the
expectation for negligible (0% to 10%) recovery in the event of a
payment default," S&P says.

"The rating action follows the increase in the borrowing base of
the company's credit facility to $1.1 billion from $870 million,"
said Standard & Poor's credit analyst David Lundberg. "As a
result, there is less residual value available for subordinated
creditors in the event of a payment default."

Fort Worth, Texas-based Encore is an independent oil and gas
exploration and production company.

The ratings on Encore reflect a weak business risk profile based
on its mid-size reserve base (231 million barrels of oil
equivalent [boe], including about 32 million boe held at Encore
Energy Partners L.P., a partially-owned master limited
partnership); participation in the volatile, cyclical, and
capital-intensive oil and gas industry; and an aggressive
financial risk profile. These factors are mitigated at the rating
level by strong near-term cash flow visibility, a long reserve
life, and a favorable near-term outlook for crude oil prices.

Ratings List
Encore Acquisition Co.
  Corporate credit rating      BB-/Stable/--

Ratings Revised               To         From
Encore Acquisition Co.
  Senior subordinated debt     B          B+
   Recovery rating             6          5


EXUM RIDGE: S&P Lowers Classes E-1, E-2 Ratings to 'CCC-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B, C, D, E-1, and E-2 notes issued by Exum Ridge CBO 2006-2
Ltd., a hybrid collateralized bond obligation (CBO) transaction.
The ratings on the downgraded tranches remain on CreditWatch,
where they were placed with negative implications on July, 18
2008. At the same time, the 'AAA' rating on the class A notes
remains on CreditWatch negative.

The lowered ratings primarily reflect negative rating migration in
the corporate entities referenced by the transaction. Currently,
more than 6% of underlying bonds have ratings in the 'CCC' range,
and an additional 5% have ratings that are on CreditWatch with
negative implications. The transaction has also experienced five
credit events. According to the most recent trustee report, dated
Aug. 7, 2008, four of these have been settled, resulting in a net
loss of $9.70 million to the transaction. Additionally, the
eligible investments in the deal are subject to market-value risk.

Standard & Poor's will continue to review whether the ratings
currently assigned to the notes remain consistent with the credit
enhancement available to support them.

RATINGS LOWERED AND REMAINING ON CREDITWATCH NEGATIVE

Exum Ridge CBO 2006-2 Ltd.
                Rating
  Class      To             From            Balance (mil. $)
  -----      --             ----            ----------------
  B          A-/Watch Neg   AA+/Watch Neg             15.000
  C          BB/Watch Neg   A/Watch Neg               12.000
  D          B-/Watch Neg   BBB/Watch Neg             12.000
  E-1        CCC-/Watch Neg BB/Watch Neg               3.817
  E-2        CCC-/Watch Neg BB/Watch Neg               6.361

RATING REMAINING ON CREDITWATCH NEGATIVE

Exum Ridge CBO 2006-2 Ltd.

  Class      Rating          Balance (mil. $)
  -----      ------          ----------------
  A          AAA/Watch Neg            218.202

TRANSACTION INFORMATION

Issuer:           Exum Ridge CBO 2006-2 Ltd.
Co-issuer:        Exum Ridge CBO 2006-2 Corp.
Underwriter:      Lehman Bros. Special Financing Inc.
Trustee:          U.S. Bank N.A.


FEDERAL-MOGUL: Shows Stability Amid Auto Sales Slump
----------------------------------------------------
Analyst at rating agency, Standard & Poor's said autoparts
supplier, Federal-Mogul Corp., is unlikely to follow its peers
into bankruptcy, Bloomberg News related.

Recently, autoparts supplier Cadence Innovation LLC and Intermet
Corp. filed for Chapter 11 bankruptcy, joining other auto
suppliers Progressive Molded Products, Inc., Plastech Engineered
Products, Inc., and Blue Water Automotive Systems, Inc., which
filed for bankruptcy earlier this year.  Grant Thornton LLP said
in a report dated August 8, 2008, that as many as a third of
North American autoparts supplier, including closely hedl firms,
are at risk for bankruptcy.  However, Nancy Messer, an analyst at
S&P, told Bloomberg that Federal-Mogul won't be joining them.

Federal-Mogul is one of the few companies in this sector with a
stable outlook, Ms. Messer told Bloomberg.  S&P gives
Federal-Mogul a BB- corporate credit rating.

Fund managers echoes Ms. Messer's confidence in Federal-Mogul.
According to Bloomberg, Federal-Mogul is "well-positioned" given
the fact that the company gets more than a third of its revenues
and most of its profits from selling replacement items like
Champion spark plugs and because 60% of the company's business is
outside the United States, exposing it to faster-growing
economies.

Federal-Mogul's overall business strategy -- from heavily
investing in its aftermarket business, to expanding outside the
auto industry, and improving fuel efficiency for its autoparts
supplies -- contributes to the company's stability amidst the
current automotive sales slump, Bloomberg said.  The news agency
said that Federal-Mogul gets 39% of its 2007 revenue from its
aftermarket business and is in negotiations with a Chines
wind-turbine manufacturer.  The report cited that Federal-Mogul's
competitors in the auto industry are more at risk to bankruptcy
because they have no significant aftermarket business.

The 11% decline in U.S. auto sales this year through July, higher
raw materials costs, and the credit crisis are weighing on
U.S.-based partsmakers, Bloomberg said.  Annual vehicle sales may
fall to 14,200,000 units, the lowest since 1993, according to
J.D. Power & Associates, a Westlake Village, California-based
market research firm, Bloomberg added.

Robert Goodman, an analyst at CRT Capital Group, recommends a buy
for Federal-Mogul's common stock.  George Putnam, publisher of
the Turnaround Letter and fund-manager of New Generation
Advisers, Inc., thinks Federal-Mogul stock "is cheap right now."

As of August 26, 2008, Federal-Mogul's common stock trades at
$16.53 per share.

Billionaire Carl Icahn owns 74.8% of Federal-Mogul's common
stock.  The stake is valued at approximately $1,242,000,000.  UBS
bought a 5.7% stake in the three months ended June 30, while
Solus Alternative Asset Management LP bought a 2.6% stake in the
second quarter.  TIAA-CREF, the biggest U.S. pension-fund
manager, owned 2.1% as of June 30.

"Icahn's involvement draws interest," Mr. Putnam told Bloomberg.
Mr. Icahn purchased two-thirds of his holdings, 50,100,000
shares, for $900,000,000, or $17.96 each, on Feb. 25, 2008.
Bloomberg said those shares have lost 9.3% of their value,
costing Icahn $83,700,000 on paper.  The rest of his stake was
acquired in an exchange of debt while the company was in
bankruptcy.

Analysts, according to Bloomberg, said Federal-Mogul's stocks may
recover to $26 per share at the end of the year.  If that
happens, Mr. Icahn's shares will be valued to $1,950,000,000.

                       About Federal-Mogul

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
November 14.  Federal-Mogul emerged from chapter 11 on Dec. 27,
2007.

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


FGIC INC: $184BB in Insured Muni Bonds to Be Reinsured by MBIA
--------------------------------------------------------------
MBIA Inc. has agreed to provide reinsurance to $184 billion of
municipal bonds currently insured by and FGIC Corp.'s Financial
Guaranty Insurance Company.  The deal resulted from a competitive
process undertaken at the direction of, and overseen by, the New
York State Insurance Department and includes the innovative use of
"cut-through" reinsurance for a large book of existing financial
guaranty business, Insurance Superintendent Eric Dinallo said. The
specifics of the transaction must still be submitted to the
Insurance Department for approval.

In addition, the Department has approved the commutation between
FGIC and FGIC UK and Calyon with respect to a commitment by FGIC
UK to issue a $1.875 billion financial guaranty policy on a
complex basket of distressed asset backed securities. FGIC UK paid
Calyon $200 million for the commutation.

"Assuming the terms of the reinsurance deal meet regulatory
requirements, it should provide substantial improvement for
everyone-the municipal and structured policyholders of FGIC, the
policyholders of MBIA, and both companies," Mr. Dinallo said. "The
innovative use of cut-through reinsurance provides a model that I
expect can be used to improve the rating of the municipal bonds
currently insured by other downgraded bond insurers, while freeing
up capital to pay the claims of other policyholders. I'm proud
that the Insurance Department was able to play a constructive role
by facilitating and overseeing the bidding process that resulted
in a beneficial, market-based transaction."

Cut-through reinsurance generally means that a policyholder can
file a claim directly with the reinsurer if the insurance company
that issued the policy goes bankrupt, thus avoiding the delays
usually associated with bankruptcy. This cut-through reinsurance
is innovative in three ways:

    1. Policyholders can usually only use cut-through reinsurance
       after the insurance company that issued the policy goes
       bankrupt. Here, owners of municipal bonds backed by FGIC
       have a choice. They can go to FGIC or go directly to MBIA
       with any claims. This increases the assurance that a
       policyholder will be paid promptly for a claim.

    2. Cut-through reinsurance is typically offered to help sell
       a new policy. Here it is being used retrospectively for
       existing policies.

    3. Cut-through reinsurance is normally offered policy by
       policy. Here it is being provided all at once for a large
       group.

"We believe that cut-through reinsurance could prove invaluable in
helping lift the ratings of municipal bonds now covered by other
bond insurers, including Syncora and CIFG," Mr. Dinallo said.

FGIC had been downgraded from AAA to ratings that range from BB to
CCC, which means that the municipal bonds it insured were also
downgraded, unless the issuer had its own independent higher
rating. As a result of this transaction, the bonds now reinsured
could be upgraded to as high as AA. Also, FGIC municipal
policyholders will benefit from a stable reinsurer backing their
policies. FGIC's structured finance counterparties will benefit
from approximately $1 billion of additional capital resources
supporting their policies in the form of capital release,
contingency reserve release and a cash ceding commission. As part
of this process, FGIC continues to have extensive discussions with
its CDO structured finance counterparties.

While the majority of FGIC municipal bonds are included in the
reinsurance transaction, a small number, including bonds issued by
Jefferson County, Alabama, were not included and will continue to
be insured only by FGIC.

The transaction also strengthens MBIA's insurance company in ways
that provide substantial benefit to policyholders.

     * The transaction will result in greater earnings and cash
       flow to the insurance company. It also creates operational
       and capital synergies.

     * The insurance company will be larger and with a greater
       percentage of its book concentrated in the stable, low loss
       municipal business.

     * Both of the above should fortify MBIA's ratings by
       improving its financial position. Policyholders would
       benefit from the maintaining or improving of MBIA's
       ratings.

     * The transaction is an effective use of excess capital at
       a time when the company is able to write limited new
       business.

The deal resulted from an auction and a search process for bidders
directed by the Insurance Department. Many bidders participated
and provided bids. FGIC selected the best offer and negotiated the
final terms.

It is expected that the companies will file an application for
approval of the transaction on Tuesday, September 2, 2008. That
will begin a 10-business-day public comment period, during which
all interested parties are free to comment on the transaction
before the Department makes its final determination. The
application will be public and available from FGIC.

"As we move forward with the evaluation process, we hope that
anyone who has a comment will share it with us. We want to ensure
that both companies moving forward are stronger for all
policyholders," Mr. Dinallo said.

This transaction is part of the Insurance Department's continuing
implementation of its three point plan for the bond insurance
industry.

    1. Bring in new capital and new players to ensure a
       competitive market providing bond insurance to those who
       need it. To date, the Department has facilitated the
       addition of $10 billion in capital.

    2. Protect the policyholders of the distressed companies by
       finding solutions, including reinsurance for the municipal
       bonds.

    3. Develop new rules for the bond insurers to prevent similar
       problems in the future.

FGIC Corporation is a holding company whose primary operating
subsidiaries, Financial Guaranty Insurance Corporation and FGIC UK
Limited, provide credit enhancement and protection products to the
public finance and structured finance markets throughout the
United States and internationally.

FGIC Corporation is privately owned by an investor group
consisting of The PMI Group, GE and private equity firms
Blackstone, Cypress and CIVC.  For the three months ended
March 31, 2008, FGIC Corporation reported GAAP losses of $33.3
million.  As of March 31, 2008, the company had shareholders'
equity of approximately $548 million.

                           *     *     *

Fitch Ratings downgraded FGIC Corp.'s Long-term Issuer ratings to
'CCC-' from 'BB'; and ratings on $325 million of 6% senior notes
due Jan. 15, 2034, to 'CCC-' from 'BB'.  The rating action is
based on Fitch's expectation that FGIC will experience further
credit deterioration on its book of business backed by residential
mortgage-backed securities.  This deterioration could lead to
further additions in loss reserves which will increase the
possibility that FGIC could become subjected to some form of
regulatory intervention.

As reported by the Troubled Company Reporter on June 23, 2008,
Moody's Investors Service has downgraded to B1, from Baa3, the
insurance financial strength ratings of the main operating
subsidiaries of FGIC Corporation, including Financial Guaranty
Insurance Company and FGIC UK Limited.  Moody's has also
downgraded the senior debt ratings of the holding company, FGIC
Corporation to Caa2 from B3 and the contingent capital securities
ratings of Grand Central Capital Trusts I-IV to B3 from B2.

The rating action concludes a review for possible downgrade that
was initiated on March 31, 2008, and reflects the company's
severely impaired financial flexibility and the company's
proximity to minimum regulatory capital requirements relative to
our estimations of expected case losses.  The rating action also
considers the likelihood that FGIC's announced restructuring plan
will ultimately result in the company retaining the higher-risk
portion of the insured portfolio without the premiums associated
with its lower-risk business.  The outlook for the rating is
negative.

FREMONT GENERAL: Equity Panel Wants Financial Documents Produced
----------------------------------------------------------------
The Official Committee of Equity Holders in Fremont General
Corp.'s Chapter 11 case asks the U.S. Bankruptcy Court for the
Central District of California to compel the Debtor to produce
information documenting its financial affairs.

Since the Equity Holders Committee's formation in July, the equity
committee has not received from the Debtor basic documentation
related to its financial affairs.  These documents, the equity
panel says, are essential since the Official Committee of
Unsecured Creditors in the Debtor's case appear to be working in
tandem with the Debtor and FTI Consulting Inc., in order to
liquidate all the Debtor's assets and its subsidiary, Fremont
Reorganizing Company fka Fremont Investment & Loan.

Moreover, the equity panel tells the Court that, through FTI
Consulting, the Debtor appears to be giving unfettered access to
the creditors committee on this information.  The equity panel
complains that, while it doesn't have a problem with the Debtor
sharing information with the creditors committee, this cooperation
has not been extended to the equity panel.

The problem for the equity committee is that the Debtor's estate
has approximately $695 million in net operating loss carryforwards
that may be destroyed if all assets are liquidated because of
various Internal Revenue Code sections requiring that there be a
"business purpose" to maintain the NOLs.  The equity panel relates
that the NOLs were allegedly so important to the Debtor that on
the first day of the case, it filed an emergency motion for the
Court to limit certain transfers of equity interests in the
Debtor, and approve related notice procedures to protect the NOLs.

The Debtor admits in various pleadings that its assets and
liabilities are intertwined with those of its subsidiaries.
Moreover, the Debtor and its subsidiaries share common management
and file consolidated financial statements.

Thus, the equity panel asks the Court to authorize the examination
and production of documents of these entities on the dates and
times specified:

    a) on Sept. 10, 2008, at 9:00 a.m., the person most
       knowledgeable at Fremont Investment & Loan regarding FIL's
       assets, liabilities, litigation, operations, professionals,
       and management;

    b) on Sept. 10, 2008, at 2:00 p.m., the person most
       knowledgeable at the Debtor regarding the Debtor's assets,
       liabilities, litigation, operations, professionals, and
       management;

    c) on Sept. 11, 2008, at 9:00 a.m., Albert S. Conly, the senior
       managing director with FTI Consulting Inc.  The equity panel
       says it believes Mr. Conly has been involved in the Debtor's
       business and financial affairs for some time.  The Debtor is
       seeking to have Mr. Conly employed as its chief
       restructuring officer;

    d) on Sept. 11, 2008, at 1:00 p.m., Stephen H. Gordon, the
       chairman of the board and chief executive officer of the
       Debtor and, on information and belief, the chairman of the
       board and chief executive officer of FIL;

    e) on Sept. 11, 2008, at 3:30 p.m., Thea K. Stuedli, the
       executive vice president and chief executive officer of the
       Debtor; and

    f) ordering the examinees to produce the documents -- which are
       to be filed under seal -- no later than Sept. 3, 2008, at
       5:00 p.m., at the office of:

          Weiland, Golden, Smiley, Wang Ekvall & Strok LLP
          650 Town Center Drive, Suite 950
          Costa Mesa, CA

The equity panel also asks the Court for assistance to resolve
objections and disputes in an expedited manner.

                       About Fremont General

Fremont General Corporation (OTC: FMNTQ) --
http://www.fremontgeneral.com/--  is a financial services holding
company with $8.8 billion in total assets, at September 30, 2007.
The company is engaged in deposit gathering through a retail
branch network located in the coastal and Central Valley regions
of Southern California through Fremont Investment & Loan.  Fremont
Investment & Loan funds its operations primarily through deposit
accounts sourced through its 22 retail banking branches which are
insured up to the maximum legal limit by the FDIC.

The Retail Banking Division of the Bank continues to offer a
variety of savings and money market products as well as
certificates of deposits across its 22 branch network.  Customer
deposits remain fully insured by the FDIC up to at least $100,000
and retirement accounts remain insured separately up to an
additional $250,000.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, represent the
Debtor in its restructuring efforts.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.

Peter C. Anderson, the U.S. Trustee for Region 16, has appointed
five creditors to serve on an Official Committee of Unsecured
Creditors in the case.

In its schedules, Fremont General reported $362,227,537 in total
assets and $326,529,372 in total debts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$643,197,000 and total debts of $320,630,000.

Tiffany Kary of Bloomberg News reported that the Debtor's co-
counsel, Scott H. Yun, Esq., at Stutman Treister & Glat, said the
assets and debts in the initial court filing were for the period
Sept. 30, 2007.  The estimates exclude potential recoveries from
lawsuits, Ms. Kary said.


FRONTIER AIRLINES: Files List of Assets and Liabilities
-------------------------------------------------------
Frontier Airlines Inc. filed on Aug. 25, 2008, definitive list of
assets and liabilities with the United States Bankruptcy Court for
the Southern District of New York.  The company listed assets on
the books for $1.1 billion and liabilities of $546 million,
Bloomberg News reports.

As reported in the Troubled Company Reporter on July 28, 2008, the
Debtor's holding company, Frontier Airlines Holdings Inc., listed
total assets of $1.24 million and total liabilities of $1.09
million as of March 31, 2008.

                 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.


G-I HOLDING: Files Joint Plan of Reorganization
-----------------------------------------------
Bankruptcy Data reports that G-I Holdings and ACI Inc. filed with
the U.S. Bankruptcy Court for the District of New Jersey filed a
Joint Plan of Reorganization under Chapter 11 of the Bankruptcy
Code.  The U.S. Bankruptcy Court, meanwhile, has approved G-I
Holdings' motion for an order extending the exclusive periods
during which the Debtors may file a Chapter 11 plan and solicit
acceptances thereof.

According to Bankruptcy Data, G-I Holdings plan provides for the
issuance of a channeling injunction under section 524(g) of the
Bankruptcy Code that permanently enjoins all persons holding
asbestos claims and future asbestos related demands from pursuing
a remedy against the Debtors and other protected parties and
channels such claims and demands to the asbestos trust for
resolution and payment.

The Debtors' exclusive right to file a Plan is extended through
and including the earlier of 30 days after (a) one or more of the
co-proponents has validly withdrawn its support for the co-
proposed plan, (b) the co-proposed plan has been filed for 180
days without the occurrence of its effective date and with the co-
proponents having each filed statements extending the 180-day
period or (c) an order is entered denying confirmation of the co-
proposed plan. The time period with which the Debtors shall have
the exclusive right to solicit acceptances of a Chapter 11 plan is
extended through and including the sixtieth day after the earliest
of the dates designated above.

As reported by the Troubled Company Reporter on May 1, 2008, the
Debtors asked the U.S. Bankruptcy Court for the District of New
Jersey to extend, until Oct. 30, 2008, the exclusive period
wherein they can file a plan of reorganization.

In addition, the Debtors asked the Court to extend their deadline
to solicit acceptances of that plan until Dec. 30, 2008.

That was the Debtors' 11th extension request.

                       About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.

The company filed for chapter 11 protection on Jan. 5, 2001
(Bankr. D. N.J. Case No. 01-30135).  An affiliate, ACI, Inc.,
filed its own voluntary chapter 11 petition on Aug. 3, 2001.  The
cases were consolidated on Oct. 10, 2001.  Weil, Gotshal & Manges
LLP, and Riker, Danzig, Scherer, Hyland & Perretti LLP, represent
the Debtors.  Lowenstein Sandler PC represents the Official
Committee of Unsecured Creditors.

C. Judson Hamlin was appointed by the Court as the Legal
Representative for Present and Future Holders of Asbestos Related
Demands.  Keating, Muething & Klekamp, PLL, represents the
Futures Representative.


GLOBAL BEVERAGE: June 30 Balance Sheet Upside-Down by $5,391,004
----------------------------------------------------------------
Global Beverage Solutions Inc.'s consolidated balance sheet at
June 30, 2008, showed $3,087,548 in total assets and $8,478,552 in
total liabilities, resulting in a $5,391,004 stockholders'
deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $917,017 in total current assets
available to pay $8,478,552 in total current liabilities.

The company reported a net loss of $231,790 on product sales of
$2,178,256 for the second quarter ended June 30, 2008, compared
with a net loss of $1,503,239 on product sales of $2,859,703 in
the corresponding period in 2007.

Operating expenses decreased $279,322 (22.4%) for the three months
ended June 30, 2008, compared to the same period in 2007.

Loss on investments was incurred in the three months ended
June 30, 2007, for $669,853 due to an unrealized depreciation in
the note with Rudy Partners of $1,658,283.

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?316b

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 14, 2008,
Turner, Stone & Company LLP, in Dallas, expressed substantial
doubt about Global Beverage Solutions Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the the year ended Dec. 31, 2007.  The
auditing firm or pointed to the company's limited revenues and
losses totaling $33,766,869 for the period from Aug. 26, 2002,
through Dec. 31, 2007.

As of June 30, 2008, the company has an accumulated deficit of
$35,560,372 and had net losses totaling $952,462 for the six
months ended June 30, 2008.

                       About Global Beverage

Headquartered in Plantation, Fla., GlobaL Beverage Solutions Inc.
(OTC BB: GBVS.OB) -- http://www.globalbeveragesolutions.com/-- is
a business development company organized pursuant to applicable
provisions of the Investment Company Act of 1940.  The company
primarily focuses on manufacturing, distribution and sales of
unique beverages globally.


GOLDMAN SACHS CBO: S&P Raises Class B Rating to 'BB'
----------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
B notes issued by Goldman Sachs Asset Management CBO Ltd., an
arbitrage corporate high-yield collateralized bond obligation
(CBO) transaction, to 'BB' from 'B+' and removed it from
CreditWatch, where it was placed with developing implications on
July 30, 2008.

The raised rating on the class B notes reflects delevering of the
transaction and the fact that the class has paid down by 77.5%. As
a result of paydowns, the class has an outstanding balance of
$8.96 million and is backed by $20.55 million of performing
collateral, resulting in significant overcollateralization for the
class. Standard & Poor's notes that, according to the July 2008
trustee report, the class B par value ratio was 229.30%, compared
with a minimum required ratio of 110.0%. The class also paid all
of its deferred interest on the July 10, 2008, payment date.

RATING RAISED AND REMOVED FROM CREDITWATCH DEVELOPING

Goldman Sachs Asset Management CBO Ltd.

                  Rating
  Class       To          From
  -----       --          ----
  B           BB          B+/Watch Dev

TRANSACTION INFORMATION

Issuer:             Goldman Sachs Asset Management CBO Ltd.
Co-issuer:          Goldman Sachs Asset Management CBO Corp.
Collateral manager: Goldman Sachs Asset Management
Underwriter:        Goldman Sachs & Co.
Trustee:            JPMorgan Chase Bank N.A.


GRANDLUXE RAIL: Financial Hurdles Spur Halt in Railway Operations
-----------------------------------------------------------------
GrandLuxe Rail Journeys will stop its luxury carriage operations
later this week due to financial difficulties, relates The Los
Angeles Times.  The company hasn't filed for Chapter 11 protection
though.

"We're in negotiations with various parties, lenders. . .  [W]e
are evaluating what our options are," Tom Rader, the Debtor's
chairman, told the Times in a telephone interview.  Mr. Rader did
not provide details of the Debtor's financial problems.

The LA Times indicates that industry insiders were surprised at
the Debtor's shutdown.

Based in Evergreen, Colorado, GrandLuxe Rail Journeys --
http://www.americanorientexpress.com/-- operates America's
premier private train on four to 10 day itineraries throughout
North America.  The company offers fine dining and comfortable
luxury aboard its classic, restored, private railcars.  The
company bought American Orient Express in 2006.


GS MORTGAGE: Fitch Affirms B- Rating on $3.3 Million Class O Loans
------------------------------------------------------------------
Fitch Ratings has upgraded five classes of GS Mortgage Securities
Corp. II Series 2004-C1 as:

   -- $12.3 million class E to 'AAA' from 'AA+';
   -- $13.4 million class F to 'AA+' from 'A+';
   -- $7.8 million class G to 'A+' from 'A';
   -- $7.8 million class H to 'A-' from 'BBB+';
   -- $5.6 million class J to 'BBB+' from 'BBB'.

Fitch has also affirmed these classes:

   -- $104.1 million class A-1 at 'AAA';
   -- $190.5 million class A-2 at 'AAA';
   -- $125.4 million class A-1A at 'AAA';
   -- Interest only classes X-1 and X-2 at 'AAA';
   -- $20.1 million class B at 'AAA';
   -- $7.8 million class C at 'AAA';
   -- $16.7 million class D at 'AAA';
   -- $3.3 million class K at BB+';
   -- $3.3 million class L at 'BB-'.
   -- $4.5 million class M at 'B+';
   -- $3.3 million class N at 'B';
   -- $3.3 million class O at 'B-'.

Fitch does not rate the $13.4 million class P.

The upgrades reflect increased credit enhancement due to the
payoff of eight loans and scheduled amortization since Fitch's
last rating action.  As of the August 2008 distribution date, the
pool has paid down 39.2%, to $542.7 million from $892.3 million at
issuance.  Fifteen loans (35.3%) are defeased.

Fitch has reviewed the performance of the remaining non-defeased
shadow rated loan, The Water Tower Center (9.6%).  The loan, which
is secured by a regional anchored shopping mall located in
Chicago, Illinois, maintains its investment grade shadow rating
due to stable performance.  There are a total of six pari passu
notes A-1 through A-6 with the A-3 and A-4 pieces included in the
trust.  The property is currently 88.3% leased, compared to 96.1%
occupied at issuance due to Lord & Taylor store closing.  The
American Girl has signed a 15-year lease for part of the vacated
space which starts in February 2009.  The loan is amortizing and
is scheduled to mature in September 2010.

Three loans (3.1%) have been identified as Fitch loans of concern
due to declining performance.  The largest Fitch loan of concern
(1.5%), which is in special servicing, is secured by a 282 unit
multifamily property in San Antonio, Texas.  The loan was
transferred to special servicing for an imminent maturity default
after the borrower stated that he will not be able to refinance by
the maturity date of Oct. 1, 2008.  Servicer reported year end
2007 debt service coverage ratio was only 0.35 times, compared to
1.57x at issuance.  The property is currently 63% occupied,
compared to 85.8% at issuance.  The property suffered a fire in
2007 that damaged several units.  Per a recent inspection by the
servicer, all damages have been repaired.  The special servicer is
looking into possible workout options.  Fitch will continue to
monitor this loan.

The second largest Fitch loan of concern (1.1%) is secured by a
310 unit multifamily property in Houston, Texas.  Servicer report
YE07 DSCR was 1.06x, compared to 2.0x at issuance.  The decline in
performance was caused by increased operating expenses, resident
turnover, and high concessions offered at the property.

Eleven loans (17.5%) are scheduled to mature in 2008, including
eight non-defeased loans (9%).  The interest rates on these loans
range from 4.55% to 5.43% with weighted average coupon of 4.95%.
Servicer reported YE07 DSCR ranges from 0.35x to 2.3x with
weighted average DSCR at 1.73x.


HAIGHTS CROSS: Moody's Junks Senior Unsecured Notes
---------------------------------------------------
Moody's Investors Service affirmed Haights Cross Communications,
Inc.'s Caa3 Corporate Family rating while upgrading its
Probability of Default rating to Caa3 from Ca, following the
company's announcement that it has successfully refinanced its
prior senior secured term loan.

Ratings upgraded:

Haights Cross Communications, Inc.

   -- Probability of Default rating to Caa3 from Ca
   -- Senior Discount Notes to Ca, LGD5, 86% from C, LGD5, 72%

Rating affirmed:

Haights Cross Communications, Inc.

   -- Corporate Family Rating -- Caa3

Haights Cross Operating Company

   -- Senior unsecured notes due August, 2011 -- Caa3, LGD3, 48%

The rating outlook has been changed to stable from negative.

These actions follow the company's announcements that it has
closed on a new approximately $108 million unrated senior secured
term loan and completed the sale of its Oakstone Publishing
business, using the proceeds, in part, to repay its prior term
loan and to reduce its debt burden through the repurchase of $32.1
million of senior notes.

The upgrade of the PDR incorporates Moody's view that the
refinancing has successfully averted an otherwise near-certain
payment default, albeit temporarily through the new May 2011
maturity date.  Affirmation of the CFR, however, reflects a
potentially lower expected recovery for the corporate family in
default based on the business lines that remain proforma for the
recent asset sale and financial leverage that still far exceeds
estimated realizable and prudently financeable values for the
same.

The change in rating outlook to stable from negative largely
results from the extension of Haights Cross' debt maturity
schedule conferred by the refinancing.  Haights Cross now has no
significant debt maturities prior to May 2011, the maturity date
of its new term loan.  The new term loan contains a number of
financial tests which the company must pass in order to avoid a
default.  Moody's considers that the company will be able to
comply with these financial covenants, although the initial tests
provide a relatively thin margin of headroom.

The change in Haights Cross' senior discount notes rating reflects
the reduced probability of near-term default which is somewhat
offset by a higher forecasted LGD rate.  This results in a lower
expected loss rate for this junior-ranking instrument and a
smaller distinction in expected loss relative to the more senior
claims of the company.

Affirmation of Haights Cross's Caa3 CFR reflects Moody's view that
Haights Cross continues to maintain a relatively weak financial
profile, notwithstanding the short-term liquidity improvements
noted above.

While the sale of Oakstone Publishing has provided Haights Cross
with a cash infusion, and permitted a significant debt reduction,
it will nonetheless deprive the company of the cash flow generated
by the sold property.  In Moody's view, the benefit of Haights
Cross' debt reduction on leverage is more than offset by the loss
of Oakstone's EBITDA, placing relatively greater financial
leverage upon the company's surviving properties.  Moody's expects
that the company's modestly positive free cash flow will turn
negative once Haights Cross Communications' PIK notes turn cash
pay starting in June 2009.  With no revolving credit facility, the
company depends upon cash-on-hand to provide for its working
capital needs; however, Moody's considers that the funding
requirements of the parent company senior discount notes will
quickly deplete this cash following their conversion to cash pay
status in 2009.

While the successful refinancing of Haights Cross' term loan has
allayed concerns of a near-term payment default, Moody's considers
that there is little prospect that the company will be able to
repay the principal amount of its fully-accreted debt upon
maturity in 2011, absent further asset sales, amendments and a
wholesale recapitalization.  Moreover, the ability of Haights
Cross Communications to service its interest payments is
vulnerable to the ability of the operating company to upstream
sufficient cash on a sustained basis, unfettered by the restricted
payments covenants contained in the company's senior notes
indenture.

The Caa3 Corporate Family rating continues to reflect Haights
Cross' heavy debt burden, weakening asset coverage and liquidity,
soft market conditions and the possible negative impact on Haights
Cross' test prep business if the "No Child Left Behind" Act is
significantly modified or repealed.  Ratings are supported by
dependability of Haights Cross' library/recorded books sales, the
diversification provided by its test-prep business, the company's
highly diversified customer base, and the long standing reputation
of its educational, professional and library products.

On August 18, 2008, Haights Cross announced that it had (1)
refinanced its prior term loan upon maturity on August 15, 2008
partly from the proceeds of approximately $106.6 million drawn
under a new $108.2 million unrated senior secured term loan
provided by DDJ Capital and certain other lenders and (2)
repurchased at par $31.2 million of its 11 3/4 % Senior Notes due
2011 from certain of the lenders and other holders.

Headquartered in White Plains, New York, Haights Cross develops
and publishes print and audio products for the K-12 education,
library and medical education markets.  The company recorded
approximately $232 million in revenue for the twelve month period
ended June 30, 2008.


HAIGHTS CROSS: S&P Affirms 'CCC' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit rating on Haights Cross Communications Inc. (HCC) and
removed the ratings from CreditWatch, where they were placed with
negative implications on June 16, 2008, based on Standard & Poor's
concern about the company's ability to repay its $124.5 million
senior secured term loan on Aug. 15, 2008. The outlook is stable.

"We affirmed the ratings based upon the company's refinancing of
its term loan," said Standard & Poor's credit analyst Tulip Lim,
"but we are still concerned about the company's high interest
burden, fractional EBITDA coverage of gross interest expense, and
limited liquidity."

On Aug. 15, 2008, White Plains, N.Y.-based HCC announced that it
successfully repaid its senior secured term loan due Aug. 15,
2008, from borrowings of $108.2 million under a new senior secured
credit facility due May 15, 2011, cash on hand, and from net cash
proceeds from its previous sale of its Oakstone publishing
business. In addition, as part of the transaction, the company
repurchased at par, $31.2 million of its 11-3/4% senior notes due
2011 from certain lenders and other holders. Pro forma for the
transaction, total debt outstanding as of June 30, 2008, is
roughly $374.4 million.

"However, added Ms. Lim, "these transactions were not
deleveraging, and in our view, only forestalled further liquidity
difficulties."


HAROLD GLICK: Case Summary & Three Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Harold P. Glick
         10706 Piney Island Dr.
         Bishopville, MD 21813
         aka Hal P. Glick

Bankruptcy Case No.: 08-20914

Chapter 11 Petition Date: August 26, 2008

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Gary R. Greenblatt, Esq.
                      Email: grgreen@mehl-green.com
                   Mehlman, Greenblatt & Hare, LLC
                   723 South Charles St., Ste. LL3
                   Baltimore, MD 21230
                   Tel: (410) 547-0300
                   Fax: (410) 547-7474

Estimated Assets: $10,000,000 to $50,000,000

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

Debtor's Three Largest Unsecured Creditors:

    Entity                      Nature of Claim       Claim Amount
    ------                      ---------------       ------------
PNC Bank, N.A.                 Guaranty              $16,213,949
P.O. Box 340777
Pittsburgh, PA 15230

M&T Bank                                             $6,832,721
25 S. Charles St., 18th Fl.
Baltimore, MD 21201

PNC Bank, N.A.                 PNC- Wealth           $3,012,917
                                Management securities
                                account ending 1585
                                (balance as of July
                                31, 2008); value of
                                security: $1,026,424


HEALTH MANAGEMENT: Moody's Cuts Rating on $2.7 Bil. Sr. Loan to B1
------------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family and
Probability of Default Ratings of Health Management Associates,
Inc.  Moody's also lowered the rating on HMA's senior secured
credit facility to B1 from Ba3.  In accordance with the
application of Moody's Loss Given Default Methodology, the lower
rating reflects the reduction in the amount of subordinated debt
in the capital structure resulting from the repurchase and
resolution of the put of the company's convertible senior
subordinated notes due 2023, which diminishes the benefit of the
layer of first loss absorption in a distress scenario.  This
action concludes the review of the ratings of the senior secured
credit facilities. The outlook for the ratings is stable.

Ratings downgraded/LGD assessments revised:

   -- $500 million senior secured revolving credit facility, to B1
      (LGD3, 44%) from Ba3 (LGD3, 42%)

   -- $2.75 billion senior secured term loan, to B1 (LGD3, 44%)
      from Ba3 (LGD3, 42%)

Ratings affirmed:

   -- Corporate Family Rating at B1
   -- Probability of Default Rating at B1

Headquartered in Naples, Florida, HMA is an owner and operator of
acute-care hospitals in non-urban settings.  The company provides
inpatient services such as general surgery, and oncology as well
as outpatient services such as laboratory, x-ray and physical
therapy services.  In addition, some facilities also offer
specialty services such as cardiology, radiation therapy and MRI
scanning.  HMA generated revenue of approximately $4.5 billion in
the 12 months ended June 30, 2008.


HEALTHSOUTH CORP: Moody's Junks 10.75% Senior Unsecured Notes
-------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family and
Probability of Default Ratings of HealthSouth Corporation and
changed the ratings outlook to positive from stable.  Moody's also
upgraded HealthSouth's Speculative Grade Liquidity Rating to SGL-2
from SGL-3 reflecting the company's improved liquidity profile.
Additionally, we affirmed the ratings on the senior secured credit
facility at Ba3 and the senior unsecured notes at Caa1.

Summary of Moody's actions.

Ratings upgraded:

  -- Speculative Liquidity Rating to SGL-2 from SGL-3
  -- Ratings affirmed/LGD assessments revised:
  -- Corporate Family Rating, B3
  -- Probability of Default Rating, B3
  -- Senior secured revolving credit facility due 2012 to Ba3
     (LGD2, 24%) from Ba3 (LGD2, 23%)
  -- Senior secured term loan due 2013 to Ba3 (LGD2, 24%) from Ba3
     (LGD2, 23%)
  -- 10.75% senior unsecured notes due 2016, Caa1 (LGD5, 78%)
  -- Senior unsecured floating rate notes, Caa1 (LGD5, 78%)

Outlook changed to positive from stable.

The change in outlook reflects several positive milestones
including the progress in debt reduction and associated
improvement in liquidity.  Debt has been reduced by approximately
$1.6 billion since December 31, 2006.  Furthermore, with the
divestitures and settlements complete and the regulatory
uncertainty resolved the company can focus on improving operating
performance.  HealthSouth generated greater than anticipated
volume growth in the first half of 2008 which helped mitigate the
affects of the pricing "roll-back".  We believe the freezing of
the inpatient rehabilitation services compliance threshold at 60%
will be a long term positive and expect to see further improvement
in credit metrics.

The upgrade in the Speculative Grade Liquidity Rating reflects
the improved liquidity of HealthSouth as borrowings under the
revolving credit facility have been fully repaid and greater
covenant cushion is expected because of additional debt reduction.
We anticipate that HealthSouth will now have sufficient cushion
under the financial covenants to maintain access to the available
revolver.

Prior to upgrading the B3 Corporate Family Rating, Moody's would
like to see the company realize further operating and credit
metric improvements.  The adjusted financial leverage of the
company remains high.  Further, free cash flow became positive for
the twelve months ended June 30, 2008 but was modest.  Moody's
would like to see HealthSouth demonstrate a sustained ability to
reduce debt with internal cash flow prior to a ratings change.

Headquartered in Birmingham, Alabama, HealthSouth operates
inpatient rehabilitation hospitals and long-term acute care
hospitals.  HealthSouth recognized approximately $1.8 billion of
revenue in the twelve months ended June 30, 2008.


HELLER FINANCIAL: Fitch Holds B- rating on $9.6MM Class M Certs.
----------------------------------------------------------------
Fitch Ratings upgrades Heller Financial Commercial Mortgage Asset
Corp.'s mortgage pass-through certificates, series 2000-PH1:

   -- $26.3 million class G to 'AAA' from 'AA+';

In addition, Fitch affirms these classes:

   -- $415.9 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $43.1 million class B at 'AAA';
   -- $47.8 million class C at 'AAA';
   -- $12 million class D at 'AAA';
   -- $35.9 million class E at 'AAA';
   -- $14.4 million class F at 'AAA';
   -- $7.2 million class K at 'BBB-';
   -- $9.6 million class L at 'BB';
   -- $9.6 million class M at 'B-'.

Fitch does not rate the $19.1 million class H, $9.6 million
class J, or $11.4 million class N certificates.  Class A-1 has
paid in full.

The upgrade reflects increased credit enhancement due to principal
paydown as a result of loan payoffs and scheduled amortization
since Fitch's last rating action.  As of the August 2008
distribution date, the pool's aggregate principal balance has
decreased 30.9% to $661.7 million from $956.9 million at issuance.
Fifty-five loans (44.1%) are defeased, including five (14.4%) of
the top 10 loans in the transaction.

There are currently four loans (2.3%) in special servicing. The
largest specially serviced asset (1.0%) became real estate-owned
in November 2007.  The asset is an industrial property in Irving,
Texas, that reported a December 2007 physical occupancy of 14%.
The special servicer is working to stabilize the asset and the
Fitch projected losses are anticipated to be absorbed by the non-
rated class.

The second largest specially serviced asset (0.7%) is secured by a
retail property in Cincinnati, OH. The loan transferred to special
servicing in July 2008 for imminent default and is currently 30+
days delinquent. As of June 2008, the property was 67% occupied
and had a servicer reported debt service coverage ratio (DSCR) of
0.77 times.

The third largest specially serviced asset (0.5%) is secured by an
office building in Schererville, Indiana.  The property has
suffered from a decline in occupancy and the loan is currently 60+
days delinquent.

Three loans (0.7%) are scheduled to mature in 2008, of which two
loans have defeased (0.4%).  The non-defeased loan is performing
and its coupon rate is 7.21%.


HERCULES CHEMICAL: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hercules Chemical Company, Inc.
         111 South Street
         Passaic, NJ 07055

Bankruptcy Case No.: 08-25553

Type of Business: The Debtor sells plumbing products.
                   See: http://www.herchem.com/

Chapter 11 Petition Date: August 22, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Gregory L. Taddonio, Esq.
                    (gtaddonio@reedsmith.com)
                   Paul M. Singer, Esq.
                    (psinger@reedsmith.com)
                   Reed Smith LLP
                   435 Sixth Ave.
                   Pittsburgh, PA 15219
                   Tel: (412) 288-7102
                   Fax: (412) 288-3063
                   http://reedsmith.com/

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's 18 Largest Unsecured Creditors:

    Entity                      Nature of Claim       Claim Amount
    ------                      ---------------       ------------
Edna Wander Ghertler           corporate guaranty    $127,707
60 Riverside Drive
New York, NY 10024

The Dow Chemical Company       trade debt            $116,159
7719 Collection Center Drive
Chicago, IL 60694

Evercrest Inc.                 trade debt            $95,604
2 Lee Boulevard, Suite B
Malvern, PA 19355

NAMPAC                         trade debt            $65,239

Ascutney Metal Products        trade debt            $62,050

Rhoda W. Fidler                corporate guaranty    $53,145

ISP Tech                       trade debt            $41,148

Berry Plastics                 trade debt            $39,425

Estate of Jay W. Fidler        corporate guaranty    $37,644

Veckridge Chemical             trade debt            $33,935

Calumet Penreco LLC            trade debt            $31,992

G.J. Chemical Co. Inc.         trade debt            $31,717

Josh Fidler                    corporate guaranty    $29,450

Meg Fidler                     corporate guaranty    $28,867

C & N Packaging Inc.           trade debt            $23,138

Arma Container Corp.           trade debt            $21,338

Total Fina Elf Lubricants      trade debt            $21,314
USA

Harvard Folding Fox            trade debt            $21,288

Custom Chem Formulators        trade debt            $20,247


HILEX-POLY: Gets $125 Million Exit Financing from GE Commercial
---------------------------------------------------------------
GE Commercial Finance Corporate Lending provided $125 million in
exit credit financing to Hilex-Poly Co. LLC on July 9, 2008.  The
financing was used to refinance the Debtor's debtor-in-possession
financing upon its emergence from a pre-packaged Chapter 11
bankruptcy.

In May, GE Commercial also provided the Debtor with a $140 million
DIP credit facility to support its pre-packaged Chapter 11 filing.
GE Capital Markets arranged both transactions.

"We specialize in meeting the financing needs of our customers in
both good and challenging times," said Rob McMahon, managing
director of GE Corporate Lending's Restructuring group.  "In
addition, GE's access to capital and turnaround finance experience
expedites the lending process and provides liquidity to borrowers
when they need it most."

As reported in the Troubled Company Reporter on July 10, 2008,
the Debtors emerged from its pre-packaged Chapter 11 restructuring
as a healthy company with a solid financial structure.  The Debtor
officially concluded its Chapter 11 reorganization after meeting
all statutory requirements of its plan of reorganization.

                       About Hilex Poly

Headquartered in Hartsville, South Carolina, Hilex Poly Co. LLC
-- http://www.hilexpoly.com/-- manufactures plastic bag and film
products.  The company has approximately 1,324 personnel and has
10 manufacturing facilities located in the United States.  The
company and its affiliates Hilex Poly Holding Co. LLC filed
for Chapter 11 protection on May 6, 2008 (Bankr. D. Del. Lead Case
No.08-10890).  Hilex Poly is a majority-owned subsidiary of Hilex
Poly Holding Co. LLC.  Edmon L. Morton, Esq., and Kenneth J.
Enos, Esq., at Young, Conaway, Stargatt & Taylor in Wilmington,
Delaware, represent the Debtors in their restructuring efforts.
The Debtors selected Epiq Bankruptcy Solutions LLC as claims
agent.  The U.S. Trustee for Region 3 has not appointed creditors
to serve on an Official Committee of Unsecured Creditors to
date.  When the Debtors filed for protection against their
creditors, they listed assets and debts between $100 million and
$500 million.


HINES HORTICULTURE: Hearing on Planned Sale Procedures Set Nov. 20
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will hold a
hearing on Nov. 20, 2008, to approve the sale procedures proposed
by Hines Horticulture, Inc., and its debtor-affiliate, William
Rochelle of Bloomberg News reports.

As reported by the Troubled Company Reporter on Aug. 21, the
Debtors agreed to the terms of an asset purchase agreement
with an affiliate of Black Diamond Capital Management, L.L.C., the
designated stalking-horse bidder.  The asset purchase agreement
contain several conditions -- including completion of due
diligence and financing, among other things.  Investment funds
managed by Black Diamond are the company's largest unsecured
creditors, holding a majority of the company's 10.25% Senior
Notes.

The sale is for approximately $70 million, according to Mr.
Rochelle.  It will involve up to $58 million in cash to pay pre-
bankruptcy secured loans and financing for the restructuring, and
up to $12 million to pay debt owing to pre- and post-bankruptcy
suppliers.  A $1.5 million breakup fee, plus up to $750,000 in
expense reimbursement, is being proposed.

The Debtors want the deadline for competitive bids be set for Nov.
3, and the auction for Nov. 7.  They are also proposing that they
pays Black Diamond $225,000 for expenses the potential buyer will
make while it investigates the Debtor's finances.  The
investigation timetable ends Sept 19.

According to the report, Hines received interim authority on Aug.
22 to borrow up to $53 million.  A final financing hearing for
approval of a $62 million secured loan is set for Sept. 10.

A date hasn't yet been set for a hearing on the motion
erecting sale procedures and bidder protections for Black
Diamond, the report said.

                     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.  The Debtors' proposed claims, notice and balloting agent
is Epiq Bankruptcy Solutions LLC.  When the Debtors filed for
protection against their creditors, they listed assets and debts
of between $100 million and $500 million each.


HSI ASSET: Cuts Ratings on 4 Classes of Securities to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of mortgage pass-through certificates from HSI Asset Loan
Obligation Trust 2007-AR1, a residential mortgage-backed
securities (RMBS) transaction backed by U.S. prime jumbo mortgage
loan collateral.

"The downgrades reflect our opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given our current projected losses. During the August
2008 distribution period, delinquency levels spiked, and the
amount of loans classified as real estate owned (REO) increased to
$9.35 million from $7.63 million in July 2008. Loans in the 60-day
delinquent category experienced the largest increase, rising to
$10.52 million in August from $4.39 million in July, while loans
in the 30-day delinquent category decreased by only $2 million,
meaning an additional $4 million in mortgage loans became newly
delinquent," S&P says.

"As a way to better account for this spike in 60-day delinquencies
and further reduce future volatility in determining our lifetime
projected losses, we assumed that 75% of the 60-day delinquent
loans and 25% of the 30-day delinquent loans would be in
foreclosure within six months. We then added this amount to the
current foreclosure amount, since this provided a forecast more
consistent with the current delinquency trend. Our new lifetime
projected losses, as a percentage of the original pool balance,
for this U.S. RMBS transaction is now 4.13%," S&P adds.

Subordination provides credit support for this transaction. The
underlying collateral for this deal consists of hybrid,
adjustable-rate, U.S. prime jumbo mortgage loans that are secured
primarily by first liens on one- to four-family residential
properties with original terms to maturity from the first
scheduled payment due date of not more than 30 years.

Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

RATINGS LOWERED

HSI Asset Loan Obligation Trust 2007-AR1
Mortgage pass-through certificates

                                Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  I-A-1      40431LAA6     B              BB
  II-A-1     40431LAB4     BBB            A
  II-A-2     40431LAC2     B              BB
  III-A-1    40431LAD0     BBB            A
  III-A-2    40431LAE8     B              BB
  IV-A-1     40431LAF5     BBB            A
  IV-A-2     40431LAG3     B              BB


IKON OFFICE: Ricoh Deal Cues Moody's to Review Low-B Ratings
------------------------------------------------------------
Moody's Investors Service placed the ratings of IKON Office
Solutions on review for possible upgrade following the company's
announcement today that it has entered into a definitive agreement
to be acquired by Ricoh Co. for approximately $1.6 billion.

Ratings under review include:

  -- Corporate Family Rating of Ba2;
  -- Probability of Default Rating of Ba2;
  -- Senior unsecured $225 million, notes due 2015 at Ba3, LGD 4,
     62%;
  -- Senior unsecured $260 million notes due 2025 at Ba3, LGD 4,
     62%;
  -- Senior unsecured $95 million notes due 2027 at Ba3, LGD 4,
     62%.

Under the terms of the agreement, Ricoh is offering cash to IKON's
shareholders and may finance this acquisition through internal and
external sources but the transaction is not contingent on
financing and, subject to regulatory and shareholder approvals, is
expected to close by Dec. 31, 2008.

The review for upgrade will focus on the structural considerations
of the IKON debt in Ricoh's capital structure, including whether
or not Ricoh directly guarantees the notes upon closing.  IKON's
$225 million notes due 2015 are subject to a change of control
covenant whereby investors may require IKON to repurchase the
notes upon the close of the transaction at 101% of the principal.
IKON's corporate family, probability of default and speculative
grade liquidity (SGL-1) ratings will likely be withdrawn when the
transaction closes.

Ricoh is one of the world's leading manufacturers of office
automation equipment. With over 300 subsidiaries and affiliates
globally, Ricoh posted sales of Yen 2,219 billion during the
fiscal year ended March 2008.

IKON Office Solutions, headquartered in Malvern Pennsylvania, is
the largest independent distributor of copier, printer and
multifunction printer technologies, as well as a provider of
integrated document management solutions and systems. IKON
generated about $4.17 billion in revenue for the twelve months
ended June 2008.


IKON OFFICE: Ricoh Buyout Cues S&P to Put 'BB-' on Watch Pos
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate credit rating, on IKON Office Solutions Inc.
on CreditWatch with positive implications.

"The CreditWatch placement follows the announcement that IKON has
agreed to be acquired by 'A+' rated Ricoh Co. Ltd. for
approximately $1.6 billion in cash," said Standard & Poor's credit
analyst Martha Toll-Reed.

IKON is the leading independent provider of document management
systems and services, with fiscal 2007 revenues of $4.2 billion.
Ricoh, headquartered in Japan, is one of the world's leading
manufacturers of high-quality multifunction products, printers,
fax machines, and related supplies.

The transaction, subject to IKON shareholder and certain
regulatory approvals, is expected to close in fourth-quarter 2008.
IKON will become a subsidiary of Ricoh and maintain its
headquarters in Malvern, Penn. If the rated debt on IKON remains
outstanding following the close of the transaction, the ratings
will likely be investment-grade.



INDALEX HOLDING: S&P Cuts Credit Rating to 'CCC+'; Outlook Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lincolnshire, Ill.-based Indalex Holding Corp. to 'CCC+'
from 'B-'. The outlook is negative.

At the same time, S&P lowered the rating on the company's $270
million senior secured notes due 2014 to 'CCC' from 'CCC+'. The
recovery rating on the notes remains a '5', indicating
expectations of modest (10% to 30%) recovery in the event of a
payment default.

"The downgrade reflects the company's poorer-than-expected second-
quarter results, its weak liquidity, and our expectation that its
key end markets, transportation and residential construction, will
not recover until late 2009," said Standard & Poor's credit
analyst Sherwin Brandford.

Indalex has been experiencing steadily declining operating
performance and tenuous liquidity that has been shored up through
sale-leasebacks of equipment and a term loan from an affiliate of
its equity sponsor, Sun Capital Advisers Inc. Continued market
weakness is likely to further erode the company's liquidity and
could lead to a breach of financial covenants. The ratings reflect
the company's exposure to highly cyclical and competitive markets,
its thin margins, import concerns, negative free cash flow, and
shrinking liquidity. The ratings also reflect the company's low
fixed-cost structure, which provides some cushion from aluminum
price volatility for the vast majority of its sales.

Indalex is one of the largest aluminum extruders in the highly
fragmented North American market, with more than $1 billion in
revenues. The company's markets are highly competitive. Although
the company sells its products across several industries, it
derives a majority of its revenues from the highly cyclical
transportation and residential construction sectors. The downturn
in these key end markets has resulted in significant volume
declines for Indalex over the past several quarters, hampering
profitability and pressuring liquidity.


JACKSONVILLE ECONOMIC: Moody's Rates $23MM Sr. Unsec. Bonds to Ba1
------------------------------------------------------------------
Moody's Investors Service changed to positive from stable the
outlook of all ratings related to Gerdau S.A. and Gerdau
Ameristeel Corporation.  Simultaneously, Moody's withdrew the Ba1
corporate family rating of the Brazilian operations of Gerdau
represented by Gerdau Acominas S.A., Gerdau Acos Longos S.A.,
Gerdau Acos Especiais S.A., and Comercial de Acos S.A.,
collectively referred to as "Gerdau Brazil".

Ratings with outlook changed to positive from stable are:

Issuer: Gerdau S.A.

-- Ba1 Corporate Family Rating

-- Ba1 $600 million guaranteed perpetual bonds

Issuer: Gerdau Ameristeel Corporation

-- Ba1 Probability of Default Rating

-- Ba1 Corporate Family Rating

-- Ba1 $405 million Senior Unsecured Guaranteed Notes due 2011
(LGD 4, 62%)

Issuer: Jacksonville Economic Development Commission (FL)

-- Ba1 $23 million Industrial Revenue Senior Unsecured Bonds due
2037 (LGD4, 62%)

Rating withdrawn:

-- Ba1 Corporate Family Rating of "Gerdau Brazil"

The change in outlook reflects the maintenance of strong debt
protection metrics and robust liquidity on a consolidated basis
while successfully integrating Chaparral Steel, a 2.6 million ton
per year structural steel and steel bar producer acquired in
September 2007 for about $4.2 billion, and Macsteel, a 1.1 million
ton per year specialty steel manufacturer acquired in April 2008
for some $1.46 billion. Gerdau's healthy liquidity is based on a
cash balance of $3.4 billion at June 30, 2008 in addition to $1.35
billion in committed credit facilities, its good access to export-
related financing and comfortable debt repayment schedule vis--
vis its strong cash generation. Current global steel market
conditions are very favorable and, along with recent
acquisitions, are raising Ameristeel's and Gerdau's revenues and
earnings to levels well above historical results. Moody's expects
Gerdau to use free cash flow to reduce leverage as measured by Net
Debt to EBITDA to around 1.0x by 2008 year-end.

Gerdau's ratings continue to be supported by its solid cash
generation, which reflects its strong market position in the
several markets where it operates, its good operational and
geographic diversity, and cost-driven management. The company's
acquisitive growth strategy, exposure to commodity products, and
the need for further improvement of operational efficiency in
North America are constraining factors for its ratings. Moody's
recognizes, however, that acquisitions made so far have
contributed to Gerdau's improved business profile.

At this time, Moody's believes the ratings of Gerdau and
Ameristeel should be highly correlated. The factors behind this
judgment include the strong parent support to Ameristeel,
demonstrated by the recent equity infusion, which maintained the
parent's 66.5% ownership, guarantees of Gerdau for approximately
80% of Ameristeel's debt, cross default provisions under existing
loan agreements, and the centrally managed approach to sales and
operations. However, there is no assurance that the two companies'
ratings will move in tandem in the future.

Upward pressure on the ratings of Gerdau could result from the
decline in leverage as measured by Consolidated Net Debt to EBITDA
below 1.8x on a sustained basis simultaneous with the maintenance
of strong credit fundamentals that include efficient cost
management and adequate liquidity levels. An upgrade of
Ameristeel's ratings would also consider the secured nature of its
$950 million committed credit facility, which is a limiting factor
in achieving investment grade status.

Conversely, Gerdau's ratings or outlook could come under downward
pressure if Consolidated Net Debt to EBITDA remains above 2.2x for
an extended time period or in case of a sharp deterioration in the
group's liquidity position or financial performance. This scenario
would probably result from a large acquisition preventing Gerdau
from prospectively reducing its leverage.

Gerdau Ameristeel, headquartered in Tampa, Florida, serves
customers in the U.S. and Canada through a vertically integrated
network of 19 minimills, 19 scrap recycling facilities and 68
downstream operations. The company's run-rate annual sales are
approximately $10 billion. Gerdau S.A., headquartered in Porto
Alegre, Brazil, is the largest long steel producer in Brazil and
the second largest long steel manufacturer in North America, with
consolidated net revenues of approximately $20 billion for the
trailing twelve months ended June 30, 2008.


JEFFERSON COUNTY: S&P Cuts SPUR on GO Warrants to 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying ratings
(SPURs) on Jefferson County, Ala.'s outstanding general obligation
warrants to 'B' from 'BBB'. In addition, Standard & Poor's lowered
its SPUR on the Jefferson County Public Building Authority, Ala.'s
series 2006 lease revenue warrants to 'B-' from 'BBB-'. Standard &
Poor's also lowered its SPUR on Birmingham-Jefferson Civic Center
Authority, Ala.'s special tax bonds, series 2002-A, 2002-B, 2002-
C, and 2005-A special tax bonds to 'B' from 'A'. Standard & Poor's
also lowered its ratings on the county's outstanding limited
obligation school warrants to 'BBB' from 'A'. Finally, Standard &
Poor's lowered its rating on the county's series 2000 limited-
obligation school debt, issued for the board of education and
secured by lease payments to the county, to 'B' from 'A-'.

"The rating actions reflects a greater probability that the county
will proceed with a bankruptcy filing," said Standard & Poor's
credit analyst James Breeding.

All ratings also remain on CreditWatch with negative implications,
reflecting the potential for county bankruptcy. Standard & Poor's
continues to monitor the situation and will adjust ratings as
necessary as the circumstances dictate.

The county adopted a resolution authorizing the development of a
bankruptcy plan. Revenues available for payment of debt service on
the general obligation warrants include ad valorem, sales,
business license, and occupational taxes; however, none of these
legally available revenues are specifically pledged for payment of
debt service. In the event the county files for bankruptcy, the
entire balance of the 2001B warrants could become due immediately
at the request of at least 25% of holders of the warrants.

The county has only one $5 million payment remaining to make to
the  Birmingham-Jefferson Civic Center Authority for its
obligation pertaining to the series 2002A and 2002B bonds, but
there is uncertainty as to whether this payment could be delayed
due to a bankruptcy filing. Also, while the taxes that support the
2002-C bonds and the 2005-A bonds are special taxes, the same
concerns exist for those revenue streams.


JENNIFER MCSWEENEY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Jennifer A. McSweeney
         aka Jennifer A. Hartling
         169 Beacon Street
         Boston, MA 02116

Bankruptcy Case No.: 08-16401

Chapter 11 Petition Date: August 27, 2008

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: David B. Madoff
                   (madoff@mandkllp.com)
                   Madoff &Khoury LLP
                   124 Washington Street, Suite 202
                   Foxboro, MA 02035
                   Tel: (508) 543-0040
                   Fax: (508) 543-0020

Total Assets: $1,082,180

Total Liabilities: $1,404,142

A copy of Debtor's petition, which includes a list of its 20
largest unsecured creditors, is available for free at:

               http://bankrupt.com/misc/mab08-16401.pdf


JERK MACHINE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jerk Machine, Inc.
         111 NW 2nd Street
         P.O. Box 14035
         Fort Lauderdale, FL 33301

Bankruptcy Case No.: 08-21962

Type of Business: The Debtor sells Jamaican food.
                   See: http://www.jerkmachine.com/

Chapter 11 Petition Date: Aug. 22, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: David Marshall Brown, Esq.
                    (dmbrownpa@bellsouth.net)
                   David Marshall Brown, P.A.
                   33 NE 2 St # 208
                   Ft. Lauderdale, FL 33301
                   Tel: (954) 765-3166

Total Assets: $3,274,979

Total Debts:  $4,061,768

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

             http://bankrupt.com/misc/flsb08-21962.pdf


JJH INVESTMENTS: Development Issues Lead to Bankruptcy
------------------------------------------------------
JJH Investments filed for Chapter 11 protection with the U.S.
Bankruptcy Court for the Southern District of Florida, the South
Florida Business Journal reports.

The Debtor's development of City Shops & Walk, a retail complex in
Ocana, was frought with legal and financial difficulties, the
Journal relates, citing local paper Ocal Star-Banner.  Counsel for
the Debtor have not returned comments.

JJH Investments is based in Southwest Ranches, Florida.


JP MORGAN: Fitch Lowers Ratings on Classes N and P Certificates
---------------------------------------------------------------
Fitch Ratings has downgraded two classes of JP Morgan Commercial
Mortgage Securities Corp. pass-through certificates, series 2003-
PM1 as:

   -- $4.3 million class N from 'B' to 'B-';
   -- $2.9 million class P from 'CCC' to 'CCC/DR1'.

In addition, Fitch has affirmed these classes:

   -- $312.4 million class A1A at 'AAA';
   -- $40.1 million class A-2 at 'AAA';
   -- $82.6 million class A-3 at 'AAA';
   -- $282 million class A-4 at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $33.2 million class B at 'AAA';
   -- $13 million class C at 'AAA';
   -- $27.5 million class D at 'AAA';
   -- $13 million class E at 'AA+';
   -- $15.9 million class F at 'AA-';
   -- $13 million class G at 'A';
   -- $18.8 million class H at 'BBB+';
   -- $15.9 million class J at 'BBB-';
   -- $7.2 million class K at 'BB+';
   -- $8.7 million class L at 'BB';
   -- $7.2 million class M at 'B+'.

Class A-1 has paid in full.  Fitch does not rate the $14.7 million
class NR certificates.

The downgrades are the result of expected losses on the four loans
(2%) currently in special servicing as well as higher than
expected losses on a loan disposed from the trust.

Two loans (1.6%) are secured by multifamily properties located in
Fort Worth, Texas and are controlled by MBS Cos., a property owner
and operator that defaulted on a portfolio of multifamily
properties in late 2007.  Recent property valuations indicate that
significant losses are possible upon liquidation.  Fitch's
analysis reflects the risk associated with these loans.

The third specially serviced loan (0.46%) is collateralized by an
industrial warehouse located in Tustin, California.  The loan is
90+ days delinquent on debt service payments.  The servicer is
currently trying to establish contact with the operator.  Losses
are possible.

The final specially serviced loan (0.18%) is secured by a
multifamily property in Springfield, Illinois.  The loan has a
history of delinquencies and the borrower is currently working
with the special servicer to cure all defaults.  Losses are
possible.

The affirmations reflect scheduled amortization and defeasance
since Fitch's last rating action.  As of the August 2008
distribution date, the pool's aggregate certificate balance has
decreased 21% to $913 million from $1.16 billion at issuance.
Thirteen loans (21%), including the largest two loans in the
transaction (11.6%), are fully defeased.

The majority of the non-defeased pool (55.6%) matures in 2013. The
weighted average interest rate for these loans is 5.58%.  The
largest non-defeased loan in the pool (5.6%) is secured by a
retail property in West Palm Beach, Florida, has an interest rate
of 6.20% and matures in October 2012.  The servicer reported
December 2007 Debt Service Coverage Ratio was 1.40 times.


JPMORGAN TRUST: Cuts Rating on Classes P, Q Ratings to CCC
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Trust 2007-CIBC19.
In addition, S&P affirmed its ratings on 15 other classes from
this series.

The downgrades reflect credit concerns regarding seven of the 27
loans in the pool that have reported debt service coverage (DSC)
of less than 1.0x. The downgrades also reflect the fact that one
loan ($4.7 million) will have a DSC of less than 1.0x when its
initial interest-only (IO) period ends.

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

There are 27 loans in the pool ($399.4 million; 12%) that have
reported DSC of less than 1.0x. The loans are secured by a variety
of property types and have an average balance of $14.8 million.
These loans have seen an average decline in DSC of 45% since
issuance. The properties securing the seven loans that are credit
concerns have experienced a combination of declining occupancy and
higher operating expenses. The remaining loans secure properties
that are in various stages of renovation or lease-up, and are not
currently credit concerns because S&P expects the net cash flow
available for debt service to improve in the future.

Two assets ($15.0 million, 0.5%) are with the special servicer,
LNR Partners Inc. (LNR); details are:

      -- The Beaver Brook Village loan has a total exposure of
$10.0 million (0.3%) and is secured by the fee interest in a
73,285-sq.-ft. retail property in Dracut, Mass. The loan was
transferred to LNR on Aug. 15, 2007, after the borrower filed for
bankruptcy. The loan is 60-plus-days delinquent and LNR expects to
review the borrower's proposed reorganization in the near future.
Standard & Poor's expects the resolution of the asset will result
in a minimal loss.

      -- The Gaffney Retail Center-SC loan has a total exposure of
$5.6 million (0.2%) and is secured by a 56,940 -sq.-ft. retail
property in Gaffney, S.C. The loan was transferred to LNR on Aug.
14, 2007, because of a dispute over escrow payments. The property
is 100% occupied by a single tenant that filed a lawsuit over the
dispute. The court has ordered mediation, which is expected to
occur next month. Standard & Poor's expects the resolution of the
asset to result in a minimal loss.

As of the Aug. 12, 2008, remittance report, the collateral pool
consisted of 241 loans with an aggregate trust balance of $3.265
billion, compared with the same number of loans totaling $3.276
billion at issuance. The master servicers, Capmark Finance Inc.
(Capmark) and Wells Fargo Bank N.A. (Wells), reported financial
information for 96% of the pool. Ninety-nine percent of the
servicer-provided information was full-year 2007 data. Standard &
Poor's calculated a weighted average DSC of 1.31x for the pool, up
from 1.24x at issuance. There is one delinquent loan in the pool,
which is with LNR. The trust has not experienced any losses to
date.

The top 10 loans have an aggregate outstanding balance of $761.9
million (23%) and a weighted average DSC of 1.21x, down from 1.32x
at issuance. Standard & Poor's reviewed the property inspections
provided by the master servicer for nine of the assets underlying
the top 10 exposures. All of the properties were characterized as
"good."

Capmark and Wells reported a watchlist of 38 loans ($520.9
million, 16%). The River City Marketplace loan ($110.0 million,
3%) is the largest loan on the watchlist and the second-largest
exposure in the pool. The loan is secured by a 559,796-sq.-ft.
lifestyle retail property in Jacksonville, Fla. The loan appears
on the watchlist because the collateral property reported a DSC of
0.72x for the year-ended Dec. 31, 2007. The property opened in
November 2006 and was 94% occupied as of July 2008. The loan has a
$1.3 million letter of credit, which can be used for debt service
shortfalls.

"The Doubletree Guest Suites loan ($39.8 million, 1%) is the
second-largest loan on the watchlist and the ninth-largest loan in
the pool. The loan is secured by a 253-room full-service hotel in
Plymouth Meeting, Pa., and appears on the watchlist because of a
decline in DSC from issuance. The property reported a DSC of 1.17x
for the year-ended Dec. 31, 2007, down from 1.42x at issuance.
Occupancy at the hotel, however, was negatively affected by
renovation work during 2007, and we expect the DSC to improve in
2008," S&P says.

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

RATINGS LOWERED

JPMorgan Chase Commercial Mortgage Securities Trust 2007-CIBC19
Commercial mortgage pass-through certificates

             Rating
  Class    To      From      Credit enhancement (%)
  -----    --      ----      ----------------------

  H        BBB-    BBB                         4.26
  J        BB      BBB-                        3.01
  K        BB-     BB+                         2.76
  L        B+      BB                          2.51
  M        B       BB-                         2.01
  N        B-      B+                          1.76
  P        CCC+    B                           1.63
  Q        CCC     B-                          1.25

RATINGS AFFIRMED

JPMorgan Chase Commercial Mortgage Securities Trust 2007-CIBC19
Commercial mortgage pass-through certificates

  Class    Rating            Credit enhancement (%)
  -----    ------            ----------------------
  A-1      AAA                                30.10
  A-2      AAA                                30.10
  A-3      AAA                                30.10
  A-4      AAA                                30.10
  A-1A     AAA                                30.10
  A-SB     AAA                                30.10
  A-M      AAA                                20.06
  A-J      AAA                                12.04
  B        AA+                                11.29
  C        AA                                 10.16
  D         AA-                                 9.15
  E        A                                   7.65
  F        A-                                  6.52
  G        BBB+                                5.27
  X        AAA                                  N/A

  N/A -- Not applicable.


JUNIPER CBO: Classes A-4L, A-4, B-2 Have 'CCC-', 'CC' Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-3L and A-3 notes issued by Juniper CBO 2000-1 Ltd., a high-yield
arbitrage collateralized bond obligation (CBO) transaction, to
'AAA' from 'AA+' and removed them from CreditWatch, where they
were placed with positive implications on Aug. 1, 2008.

"The upgrades reflect factors that have positively affected the
credit enhancement available to support the class A-3 and A-3L
notes since we upgraded them to 'AA+' in April 2007. These factors
include an increase in the level of overcollateralization
available to support the class A-3 and A-3L notes due to the
continued delevering of the transaction. Since the April 2007
rating action, the class A-2L notes have paid down completely, and
the class A-3 and A-3L notes have paid down approximately 32% of
their outstanding balances, which has raised the senior class A
overcollateralization ratio to 196.6%," S&P says.

RATINGS RAISED AND REMOVED FROM CREDITWATCH POSITIVE

Juniper CBO 2000-1 Ltd.

                Rating
  Class   To              From
  -----   --              ----
  A-3L    AAA             AA+/Watch Pos
  A-3     AAA             AA+/Watch Pos

OTHER OUTSTANDING RATINGS

Juniper CBO 2000-1 Ltd.

  Class        Rating
  -----        ------
  A-4L         CCC-
  A-4          CCC-
  B-2          CC

TRANSACTION INFORMATION
Issuer:             Juniper CBO 2000-1 Ltd.
Current manager:    Wellington Management Co. LLP
Underwriter:        Bear Stearns & Co. Inc.
Trustee:            The Bank of New York Mellon
Transaction type:   Arbitrage corporate high-yield CBO

  TRANCHE                              PRIOR      CURRENT
  INFORMATION                          ACTION     ACTION
  -----------                          ------     -------
  Date (MM/YYYY)                       04/2007    8/2008
  A-3L note bal. (mil. $)              20.00      13.59
  A-3 note bal. (mil. $)               30.00      20.38
  Senior class A O/C ratio (%)         173.98     196.6
  Senior class A O/C ratio min. (%)    120.0      120.0
  Class A O/C ratio (%)                98.75      89.90
  Class A O/C ratio min. (%)           110.0      110.0


KANDY LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Kandy, LLC
         1211 West Tharpe Street
         Tallahassee, FL 32303

Bankruptcy Case No.: 08-40573

Debtor-affiliates filing separate Chapter 11 petitions on
August 27, 2008:

       Entity                                   Case No.
       ------                                   --------
AFDC Tallahassee I , LLC                       08-40575
AFDC Panama City II, LLC                       08-40576
Kandy, D.D.S., P.A.                            08-40577

Chapter 11 Petition Date: August 26, 2008

Court: Northern District of Florida (Tallahassee)

Debtors' Counsel: Thomas B. Woodward, Esq.
                   P.O. Box 10058
                   Tallahassee, FL 32302
                   Tel: (850) 222-4818
                   Fax: (850) 561-3456
                   Email: woodylaw@embarqmail.com

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

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

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


KENT SHAFFER: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kent Alan Shaffer
         and Merry Susan Shaffer
         dba Builder's Choice
         dba Shaffer Construction
         412 Kennedy Avenue
         Alma, NE 68920

Bankruptcy Case No.: 08-41976

Chapter 11 Petition Date: August 26, 2008

Court: District of Nebraska (Lincoln Office)

Debtor's Counsel: Joseph H. Badami
                   (jbadami@woodsaitken.com)
                   Woods & Aitken LLP
                   301 South 13th St., Suite 500
                   Lincoln, NE 68508
                   Tel: (402) 437-8500

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/neb08-41976.pdf


LANDSOURCE COMMUNITIES: Panel to Challenge Enforceability of Liens
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
LandSource Communities Development LLC, and its debtor-affiliates
bankruptcy cases seeks the U.S. Bankruptcy Court for the District
of Delaware's permission to challenge (a) the extent, validity,
priority, perfection, and enforceability of certain liens on the
Debtors' property and personal property; and (2) all of
acknowledgments, releases of claims, admissions, and
confirmations.

The Creditors Commitee has conveyed its intent to challenge the
stipulations and admissions of LandSource Communities Development,
LLC, and the validity of liens asserted by lenders, and (ii) may
pursue claims against the lenders in connection with the Court-
approved $1,185,000,000 debtor-in-possession facility, and
prepetition credit facilities.

"The Third Circuit has held that bankruptcy courts have the power
to grant derivative standing to creditor committees 'as a remedy
in cases where a debtor-in-possession unreasonably refuses to
pursue an avoidance claim.'"  The Official Committee of
Cybergenics Corp. v. Chinery, 330 F.3d 548,553 (3rd Cir. 2003).

The Debtors sought and obtained a Final DIP Order that
set, according to the Creditors Committee, a particularly short
deadline by which it could determine whether it should file
challenges on liens and bring claims that would otherwise belong
to the Debtors.  By the Final DIP Order, the Debtors have
stipulated away their rights to bring the Lien Challenges and
Potential Claims.  The Final DIP Order also requires the
Committee to obtain Court approval to file the Lien Challenges
and Potential Claims.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates the Debtors, the First Lien Lenders
and the Second Lien Lenders have not yet produced a substantial
portion of the documents that the Committee must review in order
to substantiate the Lien Challenges and Potential Claims.
However, Ms. Jones avers, based on the information the Committee
has reviewed, it can satisfy the Court's requirements for
derivative standing.

                         Evidences of Liens

According to Ms. Jones, in 2007, the First Lien Lenders and
Second Lien Lenders executed certain pledge and security
agreements that ostensibly provide the Lenders with a security
interest in and a continuing lien on all of Debtors' personal
property.  The P&S Agreements provide that the Lender will have a
security interest in all personal property and fixtures of the
Debtors including this collateral:

    (a) Accounts;

    (b) Chattel Paper;

    (c) Documents;

    (d) General Intangibles;

    (e) Goods;

    (f) Instruments;

    (g) Insurance;

    (h) Intellectual Property;

    (i) Investment Related Property;

    (j) Letter of Credit Rights;

    (k) Money;

    (1) Receivables and Receivable Records;

    (m) Commercial Tort Claims;

    (n) All Collateral Records, the Collateral Support and
        Supporting Obligations; and

    (o) All Proceeds, products, accessions, rents and profits.

Ms. Jones informs the Court that the Committee has been provided
only copies of draft of the Debtors' schedules of assets and
liabilities.  Thus, the identity of the Debtors' actual, owned
property that the P&S Agreements identify as collateral has not
been made available to the Committee.

The Lien Challenges and Potential Claims are colorable claims
that would benefit the estates if successful, Ms. Jones asserts.
She relates that given the short timeline that the Debtors and
Lenders provided for the Challenge Deadline, and taking into
account that minimal documentation has been provided to the
Committee with regard to these issues, the Committee has been
able to narrow the universe of colorable Lien Challenges and
Potential Claims.  In its effort to narrow the field of its
potential targets for the Lien Challenges, the Committee excludes
certain of the Debtors' possessions:

    (a) Exempt assets;

    (b) Deposit accounts for which Lenders executed control
        agreements prior to March 10, 2008;

    (c) Intellectual Property Rights recorded with the U.S. Patent
        and Trademark Office of property rights predating the
        March 10, 2008 non-insider preference period cutoff;

    (d) Certain unexpired insurance policies identified by policy
        endorsements predating the March 10, 2008 non-insider
        preference period cutoff;

    (e) Certain real property referenced in real property trust
        deeds;

    (f) Certain Blanket U.C.C. Security.

According to Ms. Jones, the inaction in failing to bring the Lien
Challenges and Potential Claims would be an injustice to the
Debtors and their creditors.  Ms. Jones recalls that the Final
DIP Order provides that in the absence of the Committee filing
Lien Challenges and Potential Claims, those Lien Challenges and
Potential Claims are waived.  She argues that significant sums
may not be recovered into the estates due solely to the
unreasonably short time frame that Debtors and Lenders sought for
the Challenge Deadline, which compromises the Committee's ability
to make its case on these issues.

Ms. Jones asserts that the Lien Challenges and Potential Claims
have the likelihood of bringing additional assets into the
estates.  Ms. Jones points out that to the extent a lien is
challenged successfully, that property will not belong to the
Lenders, but rather will be recovered by the estates for
potential distribution to the creditors.

Ms. Jones says that the Debtors agreed not to pursue the Lien
Challenges and the Potential Claims for reasons having nothing to
do with the merits of any Lien Challenges or Potential Claims.
According to Ms. Jones, the Debtors required financing from the
Lenders.  The Debtors stipulated away their rights to bring any
Lien Challenges and Potential Claims in return for the financing.
"The Debtors have an obvious conflict."

Further, Ms. Jones avers that there is no benefit to a trustee
standing in the Debtors' stead to bring the Lien Challenges and
Potential Claims as opposed to the Committee.  The Committee has
already spent time and effort investigating these issues and
pursuing additional information from the Debtors, she relates.
"The learning curve on these issues is steep.  The Committee
should continue with the efforts it has already begun."

As reported in the Troubled Company Reporter on Aug. 20, 2008,
the Creditors Committee asked the Court to extend the
time within which they may file certain motions and complaints in
connection with Valuation Issues and Liens Challenge.

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

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

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

                    About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 10;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Says Panel Needs No Further Discovery
-------------------------------------------------------------
LandSource Communities Development LLC, and its debtor-affiliates
say they have already provided the Official Committee of Unsecured
Creditors with the formal appraisals that were conducted, valuing
the Debtors' assets as of September 2007 and as of March 2008.
The Committee needs no further discovery to decide whether to ask
the U.S. Bankruptcy Court for the District of Delaware to
determine the value of the collateral security of the Debtors'
prepetition debt or to recharacterize any amounts outstanding as
unsecured deficiency claims, says Mark D. Collins, Esq., at
Richards, Layton & Finger P.A., in Wilmington, Delaware.

As for a formal appraisal valuing the Debtors' assets as of the
Petition Date, the Committee has been granted substantial funds
of up to $500,000 to challenge the amount of the First Lien
Lenders' Roll-Up above $750,000,000, which provides ample funds
for an appraisal should the Committee believe one is necessary or
appropriate, Mr. Collins notes.  There is simply no need for any
additional extension of time for the Committee to file a
complaint regarding the Collateral Valuation Issues, he tells the
Court.

If the Court does grant an extension to the Committee, the
Debtors asks the Court to grant them the same extension to file a
complaint regarding the Collateral Valuation Issues.  Mr. Collins
asserts that without an extension, judicial resources will be
wasted as the Debtors and the Committee would be pursuing
adversary proceedings under much different time frames.

Mr. Collins says the Debtors would be amenable to a 90-day
extension of time for the Committee to assert any claims
regarding a Lien Challenge.  "This would provide the Debtors with
certainty as to when the Committee would make a Lien Challenge
and would prevent the prejudice that the Debtors face if the
Committee's open-ended extension request of filing 90 days after
all documents have been produced was granted," Mr. Collins
relates.  "The open-ended extension would likely cause any Lien
Challenge to be filed by the Committee sometime next year," he
adds.

                        First Lien/DIP Agent

The Committee's is seeking an "indefinite" extension of time to
file any challenge it may have with respect to the valuation
issue or the lien issue, counsel to Barclays Bank PLC, Edwin J.
Harron, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, notes.

Mr. Harron informs the Court that the Committee was provided
weeks ago with all the information necessary to determine the
extent, validity, priority, perfection and enforceability of the
First Lien Obligations.  Thus, there is no need for any extension
of the Lien Challenge Period or for the First Lien Secured
Parties to provide any further information with respect to the
Lien Issue, he asserts.

Similarly, the Committee has been provided with all past
appraisals of the collateral securing the First Lien Obligations,
and has the resources to obtain its own appraisal as of the
Petition Date.

According to Mr. Harron, the valuation of the collateral as of
the Petition Date is the sole issue relevant to any challenge of
the amount of the Term Loan Credit Facility.  Thus, there is no
basis for the Committee's request for additional time and
information in order for it to be in a position to challenge the
amount of Term Loan Credit Facility in excess of $750,000,000.

Mr. Harron asserts that the value of that collateral is best
determined through a formal third-party appraisal, not through a
review of documents the First Lien Secured Parties may possess
concerning appraisals conducted months prior to the Petition
Date.  "The Committee has had more than two months, and has been
provided with the resources and access to the Debtors' assets
necessary, to conduct an appraisal."

Moreover, the Final DIP Order explicitly provides that the
Valuation Challenge Period may be extended only with the prior
written consent of the DIP Agent.  The DIP Agent has not
consented, and does not consent, to any extension of the
Valuation Challenge Period, Mr. Harron points out.

While the Committee contends that it needs an extension because
it is waiting to receive additional e-mails from the Debtors, it
has failed to describe the anticipated content of those e-mails
or why they may be relevant to the validity and perfection of the
First Lien Secured Parties' liens and security interests, Mr.
Harron adds.

The Committee, according to Mr. Harron, has refused to identify
the information it needs from the First Lien Secured Parties that
will allow for a reasonable search of the documents and
communications.  Rather, the Committee, he says, has asserted a
need for a broad range of documents created over a period of many
years that would be extremely burdensome and costly for the First
Lien Secured Parties to deliver.

Equally without merit is the Committee's contention that the
Debtors' failure to file schedules of assets and liabilities
justifies an extension of the Lien Challenge Period, Mr. Harron
avers.

Mr. Harron notes that it is unclear from the Committee's request
whether it is also is seeking an extension of the Release
Challenge Period.  Regardless, the Committee, he asserts, has not
provided cause sufficient to warrant an extension of that period.

                         Second Lien Agent

The Bank of New York Mellon, in its capacity as administrative
agent for the Second Lien Lenders, has no objection to a 90-day
extension to the September deadlines to December 2008.  It does,
however, object to a 90-day extension from the date when the
absolute last document requested has been produced.

Andrew N. Rosenberg, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York, says the extension could drag on
indefinitely, especially considering the overbroadness of the
Committee's request for production on documents and
communications.  Mr. Rosenberg points out that an inability to
locate one of the numerous non-relevant documents or
communications could easily create an infinite deadline.

The Committee should be limited to a 90-day extension to the
September deadlines, Mr. Rosenberg argues.  "If discovery issues
arise, the Committee may always request additional extensions,
but the Extension Motion requests no real set end date, and must,
therefore, be denied."

As reported in the Troubled Company Reporter on Aug. 20, 2008,
the Creditors Committee asked the Court to extend the time within
which they may file certain motions and complaints in connection
with Valuation Issues and Liens Challenge.

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

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

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

                    About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 10;
http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: To Slash Up to 6% of Workforce
-----------------------------------------------
The Wall Street Journal's Matthias Rieker, citing a report by The
New York Times, says Lehman Brothers Holdings, Inc., is planning
to eliminate 1,000 to 1,500 employees, as much as 6% of the
company.  It remains unclear what parts of the company would be
affected, WSJ says.

The Journal notes that Lehman this year has had at least four
rounds of layoffs and had 26,189 employees at the end of its
fiscal second quarter, ended May 31, down 2,134 from the year-
earlier period.

The Journal further notes that Lehman has been struggling to keep
up with the losses it had to take in marking to market its
mortgage assets, and is in talks centered on selling parts of its
businesses and even a stake in itself to raise capital.

The Journal's Diya Gullapalli says Lehman is looking to sell its
investment-management division, Neuberger Berman.  The report
notes that private-equity firms including Kohlberg Kravis Roberts
& Co., Bain Capital LLC and TPG are considered potential buyers
for at least parts of Lehman's investment-management division,
where Neuberger is the crown jewel.  The report says another
possibility for Lehman is selling a piece of its $40 billion
commercial-mortgage portfolio.

MarketWatch's Sue Chang says the report of the additional layoffs
comes in the wake of reports that Lehman has failed to secure
investment from Asian entities, including Korea Development Bank
of South Korea.

Mr. Rieker relates that Lehman swung to a $2.8 billion loss in the
second quarter, from a $1.3 billion profit a year earlier, because
write-downs of mortgage-related assets and exposure to hedge
funds.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- an
innovator in global finance, serves the financial needs of
corporations, governments and municipalities, institutional
clients, and high net worth individuals worldwide.  Founded in
1850, Lehman Brothers maintains leadership positions in equity and
fixed income sales, trading and research, investment banking,
private investment management, asset management and private
equity.  The firm is headquartered in New York, with regional
headquarters in London and Tokyo, and operates in a network of
offices around the world.


LEVITZ FURNITURE: Trustee Wants Professional Fees Reduced
---------------------------------------------------------
Four professionals retained in the Chapter 11 case of PLVTZ, Inc.,
doing business as Levitz Furniture, sought allowance and payment
of fees and reimbursable expenses for services rendered:

                            Period            Fees   Expenses
                            ------            ----   --------
      Jones Day             3/1/2008 to   $328,245     $7,491
                            6/30/2008

      Cooley Godward        3/1/2008 to    $26,078       $343
        Kronish LLP         6/30/2008

      J.H. Cohn LLP         3/1/2008 to     $3,998       $253
                            6/30/2008

      FTI Consulting, Inc.  3/1/2008 to    $41,197         $0
                            6/30/2008

Cooley Godward serves as legal counsel for the Official Committee
of Unsecured Creditors while J.H. Cohn serves as the panel's
forensic accountant & financial advisor.  FTI Consulting work for
the Debtor as crisis manager, while Jones Day serves the Debtor's
counsel.

                        U.S. Trustee Objects

Diana G. Adams, United States Trustee for Region 2, asked for a
30% reduction of the fees requested by the firms and a reservation
of her rights to object to the allowance of future interim and
final fee requests.

"The ultimate benefit to the estates of the fees incurred to date
simply cannot be assessed at this time," the U.S. Trustee said in
a court filing.  According to Ms. Adams, the outcome of the
Debtor's bankruptcy case is still uncertain since it is still
unknown whether the estate is administratively solvent or
insolvent.  She further said that the Debtor has not also filed a
plan or disclosure statement to date.

Jones Day has agreed to the holdback and is presently only seeking
payment of 70% of its fees.

                   About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc., --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

On March 28, 2008, the Court dismissed the chapter 11 cases of
Levitz II.

In December 2005, the Levitz II debtors sold substantially all of
their assets to PLVTZ, LLC, an affiliate of Prentice Capital
Management LLP, and the Pride Capital Group, doing business as
Great American Group.  Initially, Prentice owned all of the equity
interests in PLVTZ.  On July 6, 2007, PLVTZ was converted into a
Delaware corporation, and Harbinger Capital Partners Special
Situations Fund, LP, Harbinger Capital Partners Master Fund I,
Ltd., and their affiliates became minority shareholders.  Great
American's stake in the acquisition was in running the going-out-
of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.

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


LEVITZ FURNITURE: U.S. Trustee Wants Chapter 11 Case Converted
--------------------------------------------------------------
Diana Adams, United States Trustee for Region 2, has proposed the
conversion of the Chapter 11 case of Levitz Furniture, Inc. to one
under Chapter 7, or the dismissal of the case, citing the Debtor's
failure to  timely file and confirm a plan of reorganization.

"As of [August 26, 2008], the Debtor has not filed a plan or
disclosure statement.  Failure to timely file and confirm a plan
constitutes cause for conversion or dismissal," Ms. Adams said in
a court filing.

The deadline for the Debtor to file a plan expired on March 7,
2008, while the deadline for soliciting votes from its creditors
to accept the plan expired on May 6, 2008.

"Unless the Debtor files a confirmable plan and disclosure
statement in the immediate future, it appears that [it] has no
likelihood of confirming a plan," Ms. Adams said.

Ms. Adams said the case is good for conversion since the Debtor
has assets to distribute only to administrative creditors based
on its monthly operating report for July 2008.

The report shows that the Debtor has $4,593,000 in total assets
while it has $3,871,000 in current liabilities representing its
administrative obligations.  It also shows that the Debtor has a
total liabilities of $73,332,000.

"Assuming the Debtor is able to realize almost 100% of the value
of its current assets, [it] has a razor thin level of
administrative solvency," Ms. Adams said.  "The Debtor, however,
does not have sufficient funds to provide a meaningful
distribution to its non-administrative creditors."

Section 1112(b) of the Bankruptcy Code allows a court to convert
a Chapter 11 case to a Chapter 7 case for cause.  In a Chapter 7
case, the bankruptcy trustee gathers and sells the debtor's
nonexempt assets and uses the proceeds to pay creditors.  The
debtor is allowed to keep certain "exempt" property but its
remaining assets will be liquidated by the trustee.

                   About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.

The Debtors' exclusive period to file a chapter 11 plan expired on
March 7, 2008.  On March 28, 2008, the Court dismissed the chapter
11 cases of Levitz II (Levitz Home Furnishings Inc., and its
remaining six debtor-affiliates).

(Levitz Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


LINENS N THINGS: Court Approves Second Round of Closing Sales
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Linens 'n Things, Inc., and its debtor-affiliates to
conduct the second round of their store closing sales of their
liquidation assets, which include merchandise and owned furniture
fixture and equipment, at their 52 closing stores.

Judge Mary F. Walrath held that all objections to the Debtors'
request, to the extent not previously withdrawn, resolved or
granted, are denied.

The Debtors have chosen a joint venture of Hilco Merchant
Resources, LLC, and Gordon Brothers Retail Partners, LLC, to
serve as the stalking horse bidder, and eventually as winning
agent, in connection with the Closing Sales, pursuant to a Court-
approved agency agreement dated as of August 13, 2008, entered
into with Linens Holding Co., and GE Retail Finance Group.

According to the TheDeal.com, Hilco/Gordon was selected as the
stalking horse bidder, when the Debtors chose their offer to pay
96.5% of the inventory's value superior to the other initial
offers.  Two other groups, however, joined the auction -- a joint
venture comprised of the Tiger Capital Group and SB Capital Group
LLC, and another venture by Great American Ventures LLC and
Hudson Capital Partners LLC.

"There was spirited bidding at the auction and as a result the
guaranteed percentage payable under the agency agreement was
increased from 96.5 percent to 102.6 percent, which resulted in
an increase in 3.3 million to the estate and Hilco/Gordon was
declared the highest bidder," Michael J. Merchant, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, told
Judge Walrath at the August 14 hearing.

Mr. Merchant said that the initial overbid was 97.1% at the
auction and approximately thirty bids were submitted to get to
the 102.6% of the cost value.  Bids were allowed in 0.1% percent
increments.  While there were initially three groups of bidders,
Great American/Hudson actually ended up teaming up with Tiger and
SB Capital at the auction.

Bloomberg News reports that Hilco/Gordon assured the Debtors that
they will collect at least $55,900,000 from the sales, after
deducting sales costs and expenses.

Judge Walrath has authorized the Debtors and Hilco/Gordon to
conduct the Closing Sales without further Court order as provided
by the Agency Agreement and the sale guidelines, and to sell the
Liquidation Assets free and clear of all liens and claims.

Except as provided for in the Agency Agreement, the Closing Sales
will be conducted notwithstanding any restrictive provision of
any lease and agreement or non-bankruptcy laws, provided that
nothing in the order will impact any objection a landlord may
have to the assumption, assignment or rejection of their lease.

Any local governmental unit may assert a reserved dispute over
the enforceability of a liquidation sale law by notifying the
Debtors and the Agent's counsel within 20 days.  If the parties
are unable to resolve the Reserved Dispute, either party may file
a motion with the Court requesting a resolution.  Judge Walrath
maintained that the timely filing of a Resolution Motion, will
not affect the finality of the order or interfere with the
Agent's ability to conduct the Closing Sales.

Disbursement of the guaranteed amount, recovery amount and the
net FF&E proceeds under the Agency Agreement, will be done in
accordance with the DIP order, provided that the Debtors will
segregate $8,300 on account of estimated taxes owed to Rod the
tax collector for Brevard County, in Florida, pending resolution
of the tax amounts due and owing.

Absent further order, the Agent will not be authorized to
supplement the Closing Sales with additional goods not owned by
the Debtors, the Court reminded the Debtors and parties-in-
interest.

To the extent that the disposition of the Liquidation Assets
would constitute the sale of an interest in a consumer credit
transaction that is subject to the Truth in Lending Act or an
interest in a consumer credit contract, the purchaser will remain
subject to all claims and defenses that are related to that
consumer credit transaction.

Gift certificates, gift cards, and merchandise credits issued by
the Debtors prior to the commencement of the Closing Sales will
be accepted and honored by the Agent, Judge Walrath said.  She
added that transactions contemplated by the Agency Agreement are
not subject to avoidance pursuant to Section 363(n).

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

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

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

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


LINENS N THINGS: Court Approves Oct. 6 as Claims Bar Date
---------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has established for Linens 'n Things, Inc., and its debtor-
affiliates:

    -- October 6, 2008, at 5:00 p.m. Prevailing Pacific Time, as
       general claims bar date for filing prepetition claims;

    -- the later of:

       * the General Bar Date; or

       * 20 days from the date the Debtors provided notice of the
         amendment

       as specific bar date for filing affected claims in the
       event the Debtors amend their schedules of liabilities;

    -- the later of:

       * the General Bar Date;

       * the date the Debtors are authorized to reject contracts
         or leases; or

       * 30 days after an order or notice is provided

       as the specific bar date for filing claims in connection
       with the Debtors' rejection of various executory contracts
       and unexpired leases;

    -- October 29, 2008, at 5:00 p.m. Prevailing Pacific Time as
       the deadline for all governmental units to file a proof of
       claim;

The Court has also approved the form and manner for filing proofs
of claim, which the Debtors prepared based on Official Bankruptcy
Form No. 10, and the proposed form of notice.

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

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

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

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


LINENS N THINGS: Court OK Waiver of Claims Against Landlords
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has authorized the Linens 'n Things, Inc., and its debtor-
affiliates to waive, in their sole discretion, potential causes of
action against landlords, who are counter-parties to the Remaining
Leases.

Representing the Debtors, Jason M. Madron, Esq., at Richards,
Layton & Finger, P.A., told the Court that while the Debtors'
proposal to have authorization to waive certain preference
actions, claims under Section 547 and 550 of the Bankruptcy Code,
against certain of their landlords is somewhat "unique", the
proposal is necessary in order to comply with the terms of their
$700,000,000 debtor-in-possession financing credit facility.

Among the various provisions of the DIP amendment approved by
Judge Sontchi in July is that no later than August 1 of this year
the Debtors were tasked with having to collect written consents
with respect to 80% of the Debtors' go forward leases.

The failure of the Debtors to obtain the required consents from
landlords -- that would get them to enter into stipulations to
extend the Debtors' 265(d)(4) period currently set to expire in
those locations on November 28th of this year, through March 31,
2009 -- would have constituted a default to the DIP amendment.

Accordingly, the Debtors agreed to seek Court's authority waive
any potential preference claims against them as a motivation to
enter into the stipulations.

Mr. Madron assured Judge Walrath that the Debtors made no
guarantees to the landlords outside the fact that Linens 'n
Things would make its best efforts to seek approval of the
Motion.

Mr. Madron added that no formal objections have been filed to the
proposal.  The ad hoc committee of noteholders, however,
requested that they, like the unsecured creditors committee, be
consulted in connection with the waivers of claims against the
landlords.

Upon Judge Walrath's entry of the order, the Debtors in their
sole discretion, following consultation with the Creditors
Committee and the ad hoc noteholders group, may waive preference
claims against certain of the landlords that gave written
consents to the Debtors.

Mr. Madron shared that various landlords requested various
incentives, including payment of certain May stub rent, as a
condition to entering into the stipulations.  The Debtors, he
relates, did not agree to these terms in the exercise of their
business judgment.

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

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

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

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


LODGENET INTERACTIVE: Appoints Two Members to Board of Directors
----------------------------------------------------------------
LodgeNet Interactive Corporation announced the addition of Scott
Kirby and Marty Abbott to its Board of Directors.

Mr. Kirby is president of US Airways. Prior to becoming president
in 2006, Mr. Kirby served as US Airways' executive vice president,
sales and marketing, a position he had previously held at America
West Airlines.

In 2005, he played a critical role in the merger efforts between
America West and US Airways.  As president of US Airways,
Mr. Kirby oversees all of the airline's operations, including
flight operations, safety and regulatory compliance, maintenance,
in-flight services, airport customer service and reservations.

Mr. Kirby's oversight at the airline also encompasses information
technology, sales and marketing, labor relations and
scheduling/planning.

"Scott Kirby is a dedicated and extremely talented executive who
brings a wealth of business experience to the board, especially
with regard to the unique issues of the travel industry," Scott C.
Petersen, Chairman, President and CEO of LodgeNet, said.

"We are delighted to welcome Scott.  His remarkable career and
solid business skills will be a valuable addition to the LodgeNet
Board of Directors," Mr. Petersen added.

Mr. Kirby joined America West in 1995 as senior director,
scheduling and planning and was promoted to vice president,
planning in October 1997.  Kirby was named vice president, revenue
management in May 1998 and senior vice president, e-business in
early 2000.

Prior to joining America West, Kirby worked for Sabre Decision
Technologies, a subsidiary of AMR Corp, and worked at the Pentagon
prior to SDT.

Kirby earned bachelor degrees in computer science and operations
research from the U.S. Air Force Academy and a Master of Science
degree in operations research from George Washington University.

On the other hand, Mr. Abbott brings a distinguished track record
of working with some of the world's leading technology
organizations.  He was senior vice president of technology and CTO
for eBay and its subsidiary companies during eBay's formative high
growth years of 1999 though 2005.

After his tenure at eBay, Mr. Abbott served as chief operating
officer of Quigo Technologies, a developer of online marketing
technologies which was purchased by AOL in 2007, and he is
currently a partner at AKF Consulting, an advisory group to
technology companies.

He has also held operational and engineering positions at Motorola
and Gateway.

"Marty Abbott is an accomplished technologist with broad expertise
in the world of business," Scott C. Petersen, chairman, president
& CEO of LodgeNet, said.  "We are extremely pleased to welcome
Marty to our Board.  He will be a great resource for our company
as we look to build upon our technological leadership position in
media and connectivity solutions."

Mr. Abbott also serves on the board of OnForce, the world's
largest marketplace for IT and consumer electronics service
professionals.  He has an M.S. in Computer Engineering from the
University of Florida, a B.S. in Computer Science from the United
States Military Academy at West Point and is a graduate of the
Harvard Business School's Executive Education Program.

                     About LodgeNet Interactive

Based in Sioux Falls, South Dakota, LodgeNet Interactive Corp.
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provided media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
representing 9,900 hotel properties worldwide in addition to
healthcare facilities throughout the United States.

The company's services include: Interactive Television Solutions,
Broadband Internet Solutions, Content Solutions, Professional
Solutions and Advertising Media Solutions.  LodgeNet Interactive
Corporation owns and operates businesses under the industry
leading brands: LodgeNet, LodgeNetRX, and The Hotel Networks.

At June 30, 2008, the company's consolidated balance sheet showed
$656.5 million in total assets and $728.8 million in total
liabilities, resulting in a $72.3 million stockholders' deficit.


LODGENET INTERACTIVE: S&P Cuts Rating to 'B'; Off Watch
-------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit and
issue-level ratings on LodgeNet Interactive Corp. (formerly
LodgeNet Entertainment Corp.) and removed them from CreditWatch,
where they were placed with negative implications June 13, 2008.
The corporate credit rating was lowered to 'B' from 'B+', and the
rating outlook is stable.

"The downgrade reflects LodgeNet's thin cushion of compliance with
bank covenants in the second quarter of 2008--and covenants
tighten twice in 2009," said Standard & Poor's credit analyst
Jeanne Mathewson. "It also reflects the difficulties that we
believe the company faces in the near-to-intermediate term as the
economy and hotel occupancy rates continue to struggle."

LodgeNet had a thin margin of covenant compliance as of June 30,
2008, with leverage at 4.31x (using pro forma EBITDA as defined in
the bank agreement), compared with its 4.75x leverage covenant.
The covenant progressively tightens to 4.5x on Sept. 30, 2008,
4.25x on March 31, 2009, and a quarter turn semiannually
thereafter until September 2010. The company will need to improve
EBITDA or pay down debt to maintain compliance with covenants.

"Revenue and EBITDA increased 1.8% and 3.4%, respectively, in the
second quarter of 2008. Growth in Hotel Services and System Sales
outpaced the decline in Guest Entertainment Revenue. We expect the
decline in Guest Entertainment Revenue to continue for the
remainder of 2008 as a result of lower hotel occupancy rates and
persistent consumer caution. Pro forma debt to EBITDA improved in
the quarter to 4.2x for the 12 months ended June 30, 2008, from
4.4x for the 12 months ended March 31, 2008, primarily due to the
repayment of roughly $14 million in debt. The company's ability to
further reduce principal will rely heavily on discretionary cash
flow. Pro forma EBITDA coverage of interest was 3.4x for the 12
months ended June 30, 2008," S&P explains.

"The company's discretionary cash flow was modestly positive
during the 12 months ended June 30, 2008. We expect the company to
generate positive discretionary cash flow for the year. In
December 2007, the company authorized a $15 million share
repurchase plan (the full amount permitted under its senior credit
facility). As of June 30, 2008, $9.3 million remained to be
repurchased under the program. We view the share repurchases
unfavorably, given the tightening margin of financial covenant
compliance."


MANTIFF JACKSON: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Mantiff Jackson Hospitality, LLC
              aka Jackson Inn & Conference Center
              Attn: Mantiff Management, Inc.
              387 Passaic Ave.
              Fairfield, NJ 07004

Bankruptcy Case No.: 08-26038

Debtor-affiliates filing separate Chapter 11 petitions:

         Entity                                     Case No.
         ------                                     --------
         Mantiff-Jahnavi Zanesville Hospitality,    08-26040
         LLC

Chapter 11 Petition Date: August 25, 2008

Court: District of New Jersey (Newark)

Debtors' Counsel: Joseph J. DiPasquale, Esq.
                      Email: jdipasquale@trenklawfirm.com
                   Trenk, DiPasquale, Webster, Della Fera & Sodono,
                   P.C.
                   347 Mt. Pleasant Ave., Ste. 300
                   West Orange, NJ 07052
                   Tel: (973) 243-8600
                   Fax: (973) 243-8677
                   http://www.trenklawfirm.com/

Mantiff Jackson Hospitality, 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 Mantiff Jackson Hospitality, LLC's petition is
    available for free at:

       http://bankrupt.com/misc/njb08-26038.pdf

B. A copy of Mantiff-Jahnavi Zanesville Hospitality, LLC's
    petition is available for free at:

       http://bankrupt.com/misc/njb08-26038.pdf


MASTRO'S RESTAURANTS: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Mastro's
Restaurants LLC to negative from stable. "At the same time, we
affirmed the ratings, including the 'B-' corporate credit rating,
on the Woodland Hills, Calif.-based company," S&P says.

"The outlook revision reflects Mastro's weaker-than-expected
operating performance," said Standard & Poor's credit analyst
Mariola Borysiak, "and our belief that prolonged economic weakness
will hinder material improvement in the company's profitability."
This could lead to higher leverage and declining liquidity.


MERCURY COMPANIES: Files for Chapter 11 Protection in Colorado
--------------------------------------------------------------
Mercury Companies Inc. filed for Chapter 11 protection with the
U.S. Bankruptcy Court for the District of Colorado (Denver).  The
case number is 08-23125.

Erik Larson of Bloomberg News states that the Debtor sought for
protection from its creditors due to the collapse of the U.S.
housing market.

Mercury's lawyer, Daniel Garfield, Esq., said in court papers that
it operated through its subsidiaries in a number of states, but
has since wound down or sold its operations, Bloomberg notes.
Mercury said it ceased operations in some states in July and in
June, three units sought permission to liquidate in a California
bankruptcy court, Bloomberg adds.

Mercury's biggest unsecured creditor is First American Corp., with
$17 million in claims, Bloomberg notes.  The claim may be reduced
by a contract dispute according to Mercury, Bloomberg relates.

Bloomberg states that Mercury disclosed up to $100 million in both
estimated assets and debts.

                      About Mercury Companies

Mercury Companies Inc. operates mortgage companies in almost 250
offices in six states.  It has more than 2,500 workers.  The
company had offices in Colorado, Arizona, California, Texas,
Oregon and Utah.


MERVYN'S LLC: Taps Richards Layton as Bankruptcy Co-Counsel
-----------------------------------------------------------
Mervyn's LLC and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Richards, Layton & Finger, P.A. as their co-counsel.

Richards Layton will:

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

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

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

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

    (e) appear before the Court, any appellate courts and the
        Office of the United States Trustee to protect the
        interests of the Debtors;

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

    (g) perform all other necessary legal services in connection
        with the Bankruptcy cases.

The principal professionals and paraprofessionals designated to
represent the Debtors and their current standard hourly rates
are:

            Mark D. Collins             $610
            Daniel J. DeFranceschi      $550
            Christopher M. Samis        $275
            Ann Jerominski              $185

The firm will be reimbursed for reasonable, out-of-pocket
expenses.

Prior to the bankruptcy filing, Richards Layton rendered legal
services to the Debtors in connection with the preparation and
commencement of their cases.  As a result of the services
rendered, the firm received a $175,000 retainer as payment of
prepetition charges.  The Debtors propose that the retainer paid
to Richard Layton be treated as an evergreen retainer to be held
as security throughout the Debtors' bankruptcy cases until
expenses and fees are awarded by final order.

Mark D. Collins, Esq., a director at Richards Layton, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

                          About Mervyns LLC

Headquartered in the San Francisco Bay Area, Mervyns LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyns has 176 locations in seven
states.  Mervyns stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC has estimated assets of
$500,000,000 to $1,000,000,000 and estimated debts of $500,000,000
to $1,000,000,000 when it filed for bankruptcy.


MERVYN'S LLC: Wants to Hire Miller Buckfire as Financial Advisor
----------------------------------------------------------------
Mervyn's LLC and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Miller Buckfire & Co., LLC as their financial advisor and
investment banker.

In early July 2008, the Debtors retained Miller Buckfire as their
financial advisor to analyze their current liquidity and
projected cash flows, assist them in evaluating their
restructuring and other strategic alternatives, and conduct a
comprehensive process to secure their debtor-in-possession
financing.

As a result of this prepetition work performed on behalf of the
Debtors, Miller Buckfire acquired significant knowledge of the
Debtors and their estates and is now intimately familiar with the
Debtors' financial affairs, debt structure, operations and
related matters, says Charles R. Kurth, executive vice president
and chief financial and administrative officer of Mervyn's
Holdings, LLC.

Miller Buckfire will perform these services for the Debtors:

    (a) advise and assist the Debtors in structuring and
        effectuating the financial aspects of any restructuring,
        financing or sale transaction or transactions proposed to
        be undertaken by the Debtors;

    (b) provide financial advise and assistance in developing and
        seeking approval of a reorganization plan, including
        participating in negotiations with entities affected by
        the plan;

    (c) identify, solicit and negotiate with potential lenders or
        investors in connection with any financing or potential
        acquirers in connection with any sale; and

    (d) participate in hearings before the Court with respect to
        the matters upon which Miller Buckfire has provided
        advise.

In exchange for its services, Miller Buckfire will be paid:

   (i) a monthly advisory fee of $150,000 for each month during
       the term of the engagement, provided that one-half of each
       Monthly Advisory Fee  -- $75,000 -- paid in respect of any
       months following the sixth month of the Engagement will be
       credited against any restructuring fee, sale transaction
       fee or financing fee.

  (ii) a restructuring transaction fee of $2,500,000 contingent
       upon the consummation of a Restructuring and payable at the
       closing any transaction;

(iii) a sale transaction fee of 1% of the Aggregate Consideration
       of any sale, provided that the minimum Sale Transaction Fee
       in connection with any sale will be $500,000.  Miller
       Buckfire has not been engaged to conduct a liquidation or
       going out of business sale, and accordingly, will not be
       paid a Sale Transaction Fee for a going-out-of-business
       sale, liquidation or related bulk transfer of inventory.

  (iv) if the Debtors consummate any Financing Transactions, a
       financing fee of:

       -- 1% of the gross proceeds of any indebtedness issued
          that is secured by a first lien;

       -- 3% of the gross proceeds of any indebtedness issued
          that is secured by a second or more junior lien,
          is unsecured and is subordinated; and

       -- 5% of the gross proceeds of any equity or equity-linked
          securities or obligations issued.

       However, the firm will not be entitled to any of these
       compensation in connection with any Financing involving the
       implementation by the Debtors of any junior lien program
       with any of the Debtors' vendors or provided by one or more
       of the Debtors' equity holders other than an investment
       made in the form of a debtor-in-possession loan as part of
       a case commenced under Chapter 11 or made in connection
       with, and as a part of, a Restructuring.

       Miller Buckfire will be entitled to a $500,000 DIP
       financing fee, in connection with the execution of a
       commitment for DIP financing.

   (v) regardless of whether any transaction occurs, the Debtors
       will promptly reimburse Miller Buckfire for all reasonable
       out-of-pocket expenses and for any sales, use or similar
       taxes arising in connection with any matter under the
       agreement.

  (vi) The Debtors have agreed to indemnify, hold harmless and
       defend Miller Buckfire and its affiliates and their
       directors, officers, members, managers, shareholders,
       employees, agents and controlling persons and their
       successors.

Prior to the bankruptcy filing, the Debtors paid Miller Buckfire
$180,000 for fees and expense reimbursement and a $500,000
financing fee in connection with the pending DIP financing.

Although Miller Buckfire does not charge for its services on an
hourly basis, the firm will nevertheless maintain records of time
spent by its professionals in connection with the rendering of
services for the Debtors by category and nature of the services
rendered.  Miller Buckfire seeks the Court's approval to maintain
time records in half-hour increments.

As is customary in Delaware and other jurisdictions, the Debtors
will indemnify, hold harmless and defend the firm under certain
circumstances.

Stuart E. Erickson, managing director of Miller Buckfire & Co.,
LLC, assures the Court that his firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code, a modified by Section 1107(b).

                          About Mervyns LLC

Headquartered in the San Francisco Bay Area, Mervyns LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyns has 176 locations in seven
states.  Mervyns stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC has estimated assets of
$500,000,000 to $1,000,000,000 and estimated debts of $500,000,000
to $1,000,000,000 when it filed for bankruptcy.


MLMT COMMERCIAL: Fitch Affirms Ratings on Series 2007-C1 Loans
--------------------------------------------------------------
Fitch Ratings has affirmed MLMT Commercial Mortgage Trust, series
2007-C1, as:

   -- $50.1 million class A-1 at 'AAA';
   -- $298.9 million class A-2 at 'AAA';
   -- $200 million class A-2FL at 'AAA';
   -- $322.2 million class A-3 at 'AAA';
   -- $130 million class A-3FL at 'AAA';
   -- $90.3 million class A-SB at 'AAA';
   -- $442.2 million class A-4 at 'AAA';
   -- $1.3 billion class A-1A at 'AAA';
   -- $405 million class AM at 'AAA';
   -- $134.1 million class AJ at 'AAA';
   -- $200 million class AJ-FL at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $86.1 million class B at 'AA';
   -- $40.5 million class C at 'AA-';
   -- $45.6 million class D at 'A';
   -- $45.6 million class E at 'A-';
   -- $50.6 million class F at 'BBB+';
   -- $40.5 million class G at 'BBB';
   -- $40.5 million class H at 'BBB-';
   -- $15.2 million class J at 'BB+';
   -- $15.2 million class K at 'BB';
   -- $10.1 million class L at 'BB-';
   -- $10.1 million class M at 'B+';
   -- $10.1 million class N at 'B';
   -- $5.1 million class P at 'B-'.

Fitch does not rate the $60.8 million class Q.

The affirmations are the result of stable performance and minimal
paydown since issuance.  As of the July 2008 distribution date,
the pool's certificate balance has decreased 0.2% to $4.04 billion
from $4.05 billion at issuance.  There have been no delinquencies
since issuance.  159 loans (84%) are interest-only or partial
interest-only.

The Encanto - SLB Puerto Rico retail portfolio, located in Puerto
Rico (0.4%), maintains an investment-grade shadow rating.  The
loan is secured by an eighteen property portfolio totaling 66,101
square feet, and remains 100% occupied by Encanto Restaurants,
Inc.  The servicer reported debt service as of year-end (YE) 2007
is 1.77 times (x) as compared to 1.89x at issuance.

The largest loan (9.5%) is collateralized by 78 rental housing
communities located in 66 cities across eight states.  Occupancy
as of March 2008 was 94.8% compared to 94.4% at issuance.  The
servicer reported YE 2007 DSCR was 1.55x compared to 1.52x at
issuance.

The second largest loan (8.2%) is secured by a 79 rental housing
communities located in 61 cities across eight states.  Occupancy
as of March 2008 was 95.2% compared to 93.4% at issuance.  The
servicer reported YE 2007 DSCR was 1.57x compared to 1.52x at
issuance.


MORGAN STANLEY: Fitch Affirms B- Rating on $15.9MM Class L Certs.
-----------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley commercial mortgage pass-
through certificates, series 1998-HF2, as:

   -- Interest only class X at 'AAA';
   -- $52.2 million class D at 'AAA';
   -- $21.2 million class E at 'AAA';
   -- $23.8 million class F at 'AAA';
   -- $18.5 million class G at 'AA-';
   -- $10.6 million class H at 'A';
   -- $21.2 million class J at 'BBB-'
   -- $10.6 million class K at 'BB'; and
   -- $15.9 million class L at 'B-'.

In addition, Fitch maintains the $10.6 million class M at
'CCC/DR3'.  Fitch does not rate the $0.4 million class N
certificates.  Classes A-1, A-2, B, and C have been paid in full.

The affirmations are based on the high credit enhancement in light
of significant exposure to loans maturing in 2008 (39%).
Currently, six loans (10.5%) are defeased, including the third
largest loan (5.7%) that remains in the pool.  As of the
August 2008 distribution date, the transaction has paid down 75%
to $184.8 million from $1 billion at issuance.

Three loans are currently with the special servicer due to
maturity balloon default.  The second largest loan remaining in
the pool (7.3%) was transferred on August 11 after the borrower
indicated they do not have refinancing capital available.  The
loan is secured by a 1.1 million square foot warehouse in
Arlington, Texas.  Based on current cash flow and the low loan per
square foot ($17), losses are not expected at this time.

The second loan (2.26%) in special servicing is secured by a
117,000 sf retail property in Marietta, Georgia.  The loan's
anticipated repayment date was in March 2008, and the interest
rate increased from 7.26% to 10.26%, substantially increasing debt
service.  The borrower has been unable to pay the increased debt
service amount.  Additionally, in light of tenant vacancies,
income has dropped and the property stands at 28% occupancy.  A
recent broker opinion of value indicates that losses are likely.

The final specially serviced loan (0.24%) is secured by a 37,000
sf warehouse in Arlington, Texas.  The sponsor to the loan passed
away and his heirs are running his assets through probate.  The
probate hearing is on August 25, at which time the family expects
to pay off the loan.  No losses are expected at this time.


MORRIS PUBLISHING: Cut to 'CCC+'; S&P Sees Covenant Breach
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Augusta, Ga.-based Morris Publishing
Group LLC. The corporate credit rating was lowered to 'CCC+' from
'B-', and the rating outlook is negative.

"The ratings downgrade reflects our concern around the current
pace of revenue and EBITDA declines at Morris' newspaper
publishing assets, and the challenges the company faces in
rightsizing its cost structure to meaningfully stem near-term
EBITDA declines," explained Standard & Poor's credit analyst Liz
Fairbanks. "Given the pace of declines -- and in the absence of an
amendment -- we believe that the company will violate its 6.5x
total leverage covenant measured for the 12 months ending Sept.
30, 2008."

"The 'CCC+' corporate credit rating reflects our concern that,
even with an amendment to financial covenants, the company will be
unable to sustain its current capital structure over the next
several quarters without a significant improvement in the
operating environment. While we believe an amendment to covenants
is possible given the additional resources that Morris
Publishing's parent company, Morris Communications (guarantor of
bank facility), could bring to the table, we are concerned that
the outcome would result in restricted revolver capacity and
additional liquidity pressures," S&P explains.

The rating on Morris Publishing is based on the consolidated
credit quality of Morris Communications Co. LLC and its restricted
subsidiaries, which guarantee Morris Publishing's senior secured
credit facilities. (Morris Publishing's subordinated notes,
however, are not guaranteed by the parent company.) Morris
Publishing accounts for the majority of Morris Communications'
cash flow. In addition to Morris Publishing, other restricted
subsidiaries are involved in outdoor advertising and radio
broadcasting, as well as magazine, book, and specialty publishing.


MRS FIELDS: Court Approves All First Day Motions
------------------------------------------------
Mrs. Fields' Original Cookies, Inc. received bankruptcy court
approval of all of its first day motions, including approval to:

    -- continue to pay employee salaries, wages, and benefit
       programs;

    -- pay vendors in the normal course of business for goods and
       services provided to the company; and

    -- maintain uninterrupted delivery of products and services to
       the company's franchisees and customers.

Included in approvals was the Court's authorization to access
the necessary funds from the approximately $90 million in
previously restricted deal proceeds to fund business operations
during the Chapter 11 process.

The company also is pursuing a $10 million credit line that will
be used, in conjunction with cash flows from normal operations, to
support all of its go-forward operations and working capital needs
upon emergence from Chapter 11.

"We were very pleased with the Courts positive response to our
first day motions.  Receiving approval so quickly places Mrs.
Fields in the best possible position as we move toward completing
our restructuring.  We fully expect to receive Court approval of
our reorganization plan at the scheduled October 2 Confirmation
Hearing and to emerge from these proceedings a stronger, more
viable company with a drastically improved balance sheet.  With
our first day motions behind us, we can now focus our attention on
finalizing post-emergence plans leveraging our new financing and
equity structures to drive results for our franchising, gifting,
and branded retail businesses," said Michael Ward, Interim Co-
Chief Executive Officer.

                         About Mrs. Fields'

Headquartered in Salt Lake City, Utah, Mrs. Fields' Original
Cookies, Inc. -- http://www.mrsfields.com/-- operates a chain of
cookie and baked goods.  The company and 13 of its affiliates
filed for Chapter 11 protection on Aug. 24, 2008 (Bankr. D. Del.
Lead Case No.08-11953).  David R. Hurst, Esq., at Montgomery
McCracken Walker & Rhoads LLP, represents the Debtors in their
restructuring efforts.  The Debtors selected Epiq Bankruptcy
Services LLC as their claims agent.  When the Debtors filed for
protection from their creditors, they list assets between $500,000
and $1 million, and debts between $100 million and $500 million.


MRS FIELDS: Plan Confirmation Hearing Set For October 2
-------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware will convene a hearing on Oct. 2, 2008,
at 3:00 p.m., to consider approval of the adequacy of the
disclosure statement filed by Mrs. Field's Orginal Cookies Inc.
and its debtor-affiliates on Aug. 15, 2008, followed by a
confirmation hearing of  their Chapter 11 plan of reorganization
on the same date.  Objections, if any, are due Sept. 25, 2008.

The hearing will take place at 824 Market Street, 6th floor in
Wilmington, Delaware.

The Plan will pay allowed unsecured claims in full, and
effectuate, without limitation, these restructuring transactions:

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

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

Each holder of an allowed secured notes claim will be entitled to
vote on the Plan.  On the Effective Date, in turn for their
allowed secured notes claims against each of the Debtors, holders
will receive, on a pro rata  basis:

    -- the noteholder cash;
    -- the new notes; and
    -- 87.5% of the equity of the new common equity issued and
       outstanding as of the effective date.

Secured noteholders are expected to recovery 86.5%.

The holders of an allowed MFOC note claim will be entitled to vote
on the Plan.  On the Effective Date, in exchange for their allowed
MFOC Note Claim, Capricorn, will receive:

    -- 12.5% of the new common equity issued and outstanding as of
       the Effective Date;

    -- the warrant;

    -- a payment in the amount of $1.049 million.

MFOC noteholders are expected to recover 96.4%.

The holder of the allowed MFOC equity interest will be entitled to
vote on the Plan.  Holders will not receive any recovery under the
Plan.

A full-text copy of the disclosure statement for the company's
prepackaged Chapter 11 plan of reorganization is available for
free at http://ResearchArchives.com/t/s?3120

                          About Mrs. Fields'

Headquartered in Salt Lake City, Utah, Mrs. Fields' Original
Cookies, Inc. -- http://www.mrsfields.com/-- operates a chain of
cookie and baked goods.  The company and 13 of its affiliates
filed for Chapter 11 protection on Aug. 24, 2008 (Bankr. D. Del.
Lead Case No.08-11953).  David R. Hurst, Esq., at Montgomery
McCracken Walker & Rhoads LLP, represents the Debtors in their
restructuring efforts.  The Debtors selected Epiq Bankruptcy
Services LLC as their claims agent.  When the Debtors filed for
protection from their creditors, they list assets between $500,000
and $1 million, and debts between $100 million and $500 million.


MSC MEDICAL: S&P Withdraws 'CCC+' Rating
----------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on MSC-
Medical Services Co. at the company's request.

Ratings List
                               To       From
                               --       ----
MSC-Medical Services Co.
   Corporate credit rating     NR       B-/Negative/--
   Senior secured debt rating  NR       CCC+
   Recovery rating             NR       5


MW JOHNSON: Court Allows Investigation of Insiders
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota (St. Paul)
authorized the Official Committee of Unsecured Creditors in M.W.
Johnson Construction Inc.'s Chapter 11 case to investigate company
insiders, William Rochelle of Bloomberg News reports.

The matters that the committee is highlighting are the more than
$2 million that companies owned by insiders received within three
months of the bankruptcy filing and the $1.5 million that a real
estate broker under common ownership received within three months
of filing.

The company has 250 uncompleted or unsold homes, the report noted.

                         About M.W. Johnson

Lakeville, Minnesota-based M.W. Johnson Construction Inc. --
http://www.mwjohnson.com/-- and M.W. Johnson Construction of
Florida Inc. are custom homebuilders.  They filed their chapter 11
petition on June 13, 2008 (Bankr. D. Minn. Case Nos. 08-32874 and
08-32876).  Judge Robert J. Kressel presides over the case.
Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman,
represent the Debtors in their restructuring efforts.  The
Debtors' schedules showed $62,400,721 in total assets and
$54,673,496 in total liabilities.  An Official Committee of
Unsecured Creditors has been appointed in this case.  The
Committee has retained Hinshaw & Culbertson LLP as its attorneys.


NATIONAL DRY: Court Approves Sell of 28 Stores for $3 Million
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
National Dry Cleaners Inc. on Aug. 22 to sell 28 stores around
Kansas City, Missouri, for about $3 million, William Rochelle of
Bloomberg News reports.   The sales of other locations are ongoing
under a court-approved process in late July.

As reported by the Troubled Company Reporter on Aug. 1, The
Debtors entered into an asset purchase agreement dated July 9,
2008, with USDC Kansas City, Inc., the designated stalking-horse
bidder.  The sale is expected to close by Sept. 15, 2008.

The report, citing court documents, say $34.6 million is owing to
the secured lender.

                        About National Dry

Headquartered in Phoenix, Arizona, National Dry Cleaners Inc. --
http://www.alphillips.com/and http://www.pridecleaners.com/--
aka Delia's Cleaners Inc. operates more than 300 dry cleaning
stores across the nation.  The enterprise employs over 1,500
people.  As of June 30, 2008, NDCI operated 231 dry cleaning
stores and 6 central dry cleaning and laundry plants in nine
states.  Of the dry cleaning stores, 164 are drop stores, meaning
that the stores do not have dry cleaning or laundry equipment on
site, and 67 dry cleaning stores have the necessary equipment to
perform dry cleaning and laundry services on-site.  National
operates under the names Tuchman Cleaners, DryClean USA, Pride
Cleaners, and Al Phillips the Cleaner.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on July 7, 2008, (Bankr. D. Del. Case No.: 08-11382 to
08-11393).  The Debtors selected Epiq Bankruptcy Solutions LLC as
their claims, notice and balloting agent.  The Debtors listed
assets of $10 million to $50 million and estimated debts of
$10 million to $50 million at its bankruptcy filing.


NAVIGATOR CDO: S&P Affirms 'B' Rating on Class D
------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-3a, A-3b, and B notes issued by Navigator CDO 2003 Ltd., a high-
yield arbitrage collateralized loan obligation (CLO) managed by GE
Asset Management Inc., and removed them from CreditWatch with
positive implications, where they were placed on Aug. 1, 2008.
Concurrently, S&P affirmed its ratings on the remaining classes
from this transaction.

The raised ratings reflect factors that have positively affected
the credit enhancement available to support the notes. These
factors include the de-levering of the transaction through the
paydown of approximately 75% of the class A-1 note balance.
According to the most recent trustee report (dated July 3, 2008),
the class A overcollateralization ratio was 148.18%. This compares
with 125.74% as of the deal's effective date. The class B
overcollateralization ratio was 130.00%, compared with 117.22% at
the effective date.

RATINGS RAISED AND REMOVED FROM CREDITWATCH POSITIVE

Navigator CDO 2003 Ltd.

             Rating                    Balance (mil. $)
  Class   To      From               Current     Previous
  -----   --      ----               -------     --------
  A-3a    AAA     AA/Watch Pos         22.00        22.00
  A-3b    AAA     AA/Watch Pos         16.00        16.00
  B       AA-     A/Watch Pos          26.00        26.00

RATINGS AFFIRMED

Navigator CDO 2003 Ltd.

  Class       Rating   Balance (mil. $)
  -----       ------   ----------------
  A-1         AAA                85.859
  A-2         AAA                62.000
  C-1         BBB                17.000
  C-2         BBB                 8.000
  D           BB                 15.000
  Q-1         BBB-               10.000
  Q-2         BBB-                5.333

TRANSACTION INFORMATION

Issuer:            Navigator CDO 2003 Ltd.
Co-issuer:         Navigator CDO 2003 Corp.
Current manager:   GE Asset Management Inc.
Underwriter:       Citigroup Inc.
Trustee:           LaSalle Bank N.A.
Transaction type:  Arbitrage high-yield CLO

TRANCHE INFORMATION
Date (M/YYYY)                      7/2008
A-1 note bal. (mil. $)             85.859
A-2 note bal. (mil. $)             62.000
A-3a note bal. (mil. $)            22.000
A-3b note bal. (mil. $)            16.000
Class A O/C ratio (%)              148.18
Class B note bal. (mil. $)         26.000
Class B O/C ratio (%)              130.00
C-1 note bal. (mil. $)             17.000
C-2 note bal. (mil. $)             8.000
Class C O/C ratio (%)              116.28
D note bal. (mil. $)               15.000
Class D O/C ratio (%)              109.35
Q-1 note bal. (mil. $)             10.000
Q-2 note bal. (mil. $)             5.333

  O/C -- Overcollateralization.


NEWARK GROUP: S&P Affirms 'B' Credit Rating; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
The Newark Group Inc., including its 'B' corporate credit rating.
S&P removed the ratings from CreditWatch, where they had been
placed with negative implications on April 2, 2008. The outlook is
negative.

"The rating affirmation reflects our expectations that earnings
should improve from weak levels because of the closure of high-
cost facilities, cost-reduction initiatives, as well as recent
sales price increases," said Standard & Poor's credit analyst Andy
Sookram. "In addition, Newark should have increased headroom under
financial covenants following the amendment of its credit-linked
credit agreement."

The negative outlook reflects S&P's concerns regarding the weak
U.S. economy that could cause a further fall off in demand and
continued cost pressures.

The rating on Cranford, N.J.-based Newark reflects its
participation in the cyclical and mature recycled paperboard
market, highly leveraged financial profile, product substitution
risks, some end-market concentration, and volatile raw material
and energy costs. These factors overshadow the company's solid
market positions in niche paperboard markets, competitive level of
vertical integration, and diversified customer base.

Newark is one of the leading producers in this relatively
concentrated paper segment. It is the third largest U.S. producer
of tubes and cores, which exposes it to the cyclical manufacturing
sector, but it has a dominant share of the U.S. laminated graphic
board market, in which products are more consumer-oriented.


NEW YORK RACING: Oversight Board OKs 7th Franchise Extension
------------------------------------------------------------
New York's Non-Profit Racing Oversight Board granted the New York
Racing Association Inc. its seventh temporary franchise extension,
until Sept. 28, 2008, to emerge from Chapter 11 protection to make
its 25-year franchise official, Paul Post of the Thoroughbred
Times reports.

As disclosed in the Troubled Company Reporter on Aug. 14, 2008,
NYRA pushed back its exit from Chapter 11 bankruptcy to Sept. 2,
2008, as it seeks for a video-lottery operator for its Aqueduct
track.  NYRA was expected to emerge on June 30, 2008, but it
postponed its emergence until July 31, 2008, while it made
improvements to the approved franchise that permits NYRA to
operate horse races for 25 years.  The postponement surfaced after
the state of New York reached an agreement with NYRA on June 13,
2008, that enabled the state to control its off-track betting,
wherein some of the state's OTB's profits will be paid to NYRA.

According to Mr. Post, the Oversight Board is responsible for
checking the NYRA's business practices.

The source suggests that once the franchise takes effect, the NYRA
would no longer have to pay for $4.4 million worth of property tax
payments due on September and October, and $500,000 worth of
interest on old loans since the franchise deal provides for the
waiver of all loans amounting to $200 million.

NYRA President Charles Hayward disclosed that the NYRA doesn't
have the resources to pay for property taxes if the bankruptcy and
franchise concerns will not settled, Mr. Post recounts.

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed assets of $153
million and debts of $310 million.


NEXIA HOLDINGS: June 30 Balance Sheet Upside-Down by $8,375,961
---------------------------------------------------------------
Nexia Holdings Inc.'s consolidated balance sheet at June 30, 2008,
showed $3,910,593 in total assets, $12,111,986 in total
liabilities, and $174,568 in minority interest, resulting in a
$8,375,961 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $577,620 in total current assets
available to pay $3,147,477 in total current liabilities.

The company reported a net loss of $768,333 on total revenue of
$680,439 for the second quarter ended June 30, 2008, compared with
a net loss of $868,384 on total revenue of $739,610 in the same
period last year.

The revenue decrease in the three months ended June 30, 2008,
compared with the same period in 2007 of $59,171, or 8%, is due to
a tenant leaving one of the buildings at the end of March and the
closing of three retail stores in the first six months of 2008.

The reduction in net loss primarily reflects reduced payroll
expenses and the reduction in expenses from closing three Black
Chandelier stores and decrease in promotional services.

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?3161

                        Going Concern Doubt

Hansen Barnett & Maxwell, P.C., in Salt Lake City, expressed
substantial doubt Nexia Holdings Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

The company has incurred cumulative losses from operations through
June 30, 2008, of $27,020,252, has a working capital deficit of
$2,569,857 and a stockholders deficit of $8,375,961 at June 30,
2008.  In addition, the company has defaulted on several of its
liabilities, has closed three retail clothing stores, and has
entered into agreements to sell one of its commercial real estate
properties.

                        About Nexia Holdings

Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTC
BB: NEXA) -- http://www.nexiaholdings.com/-- is a diversified
holdings company with operations in real estate, health & beauty,
and fashion retail.  Nexia owns a majority interest in Landis
Lifestyle Salon, a hair salon built around the AVEDA(TM) product
lines.  Through its Style Perfect Inc. subsidiary, Nexia owns the
retail and design firm Black Chandelier and its related brands.


NORTH OAKLAND: Files for Bankruptcy, To Sell Assets for $9 Million
------------------------------------------------------------------
Erik Larson of Bloomberg News reports that North Oakland Medical
Centers Inc. filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Eastern District of Michigan when it run out of
cash.

Bloomberg, citing papers filed with the Court, says the company is
in severe financial distress, despite current management's
implementation of extensive restructuring and cost-cutting
measures.

The company listed assets of less than $50 million and debts of
more than $100 million, Bloomberg reports.

The company asked the Court for permission to access $2.75 million
in financing from McClaren Health Care Corp. to ensure that it
operation continue by Oct. 24, 2008, Bloomberg says.  The company
is selling its assets in October to group of senior physicians for
at least $9 million, the report says.

John Graham, chief executive officer of the company, told
Bloomberg that the deal is expected to close within 60 days.  Mr.
Graham said the sale will permit the company to become a for-
profit enterprise under the new owner, the report relates.

Bloomberg relates that the company defaulted in January 2008 on an
required bond payment to the Pontiac Hospital Finance Authority.
The company failed to (i) find other healthcare companies
interested in buying its assets and (ii) secure financing from
lenders -- including Healthcare Financing Corp and JPMorgan Chase
& Co., the report says.

                         About North Oakland

Headquartered in Pontiac, Michigan, North Oakland Medical Centers
Inc. fka Pontiac General Hospital and Medical Center --
http://www.nomc.org/-- provides healthcare services in northern
Oakland County.  According to Bloomberg, the company has more than
67,000 residents and is home to plants for city's largest
employer, General Motors Corp.


NORTH OAKLAND: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: North Oakland Medical Center, Inc.
         dba Pontiac General Hospital and Medical Center
         461 West Huron Street
         Pontiac, MI 48341

Bankruptcy Case No.: 08-60731

Debtor-affiliates filing separate Chapter 11 petitions:

         Entity                                     Case No.
         ------                                     --------
NOMC Physician Services, Inc.                      08-60740
NOMC Services, Corp.                               08-60732

Type of Business: The Debtors provide health care services.

Chapter 11 Petition Date: August 26, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Marci B McIvor

Debtor's Counsel: Matthew Wilkins, Esq.
                    (wilkins@butzel.com)
                   Max J. Newman, Esq.
                    (newman@butzel.com)
                   Butzel Long, P.C.
                   Stoneridge West
                   Fax: 313-225-7080
                   150 W. Jefferson, Suite 100
                   Detroit, MI 48226
                   Tel: (313) 225-7000
                   Fax: (313) 225-7080
                   http://butzel.com/

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

Debtor's 20 Largest Unsecured Creditors:

    Entity                                            Claim Amount
    ------                                            ------------
Pontiac Finance Hospital Authority                   $36,099,672
C/O City of Pontiac
450 East Wide Track Drive
Pontiac, MI 48342

City of Pontiac                                      $10,405,591
450 East Wide Track Drive
Pontiac, MI 48342

National Government Services, Inc.                   $1,810,283
Reimbursement Division
Dept. of Community Health
Lansing, MI 48913

PIP-Provider Reimbursement                           $1,376,481
Department N
P.O. Box 7149
Indianapolis, IN 46207-7149

Michigan Health & Hospital Association               $1,210,933
State of Michigan
Dept. of Community Health
Capitol Commons Center
Lansing, MI 48913

Caretech Solutions Inc.                              $949,609
25800 Nortwestern Highway, Suite 900
Southfield, MI 48075

Williams, Adonis                                     $900,000
Jesse Reiter/Juliana Sabatini, Gregory
122 Concord Road
Bloomfield Hills, MI 48304

State of Michigan                                    $767,726
Capitol View Building
201 Townsend St
Lansing, MI 48913

Kovacik, Jeanie                                      $750,000
Euel W. Kinsey, McKeen & Associates P.C.
645 Griswold Street, Suite 4200
Detroit, MI 48226

Westlake TPA                                         $675,749
1477 BARCLAY
Buffalo Grove, IL 60089

BIP-Facility Reimbursement Department                $500,000
Blue Cross Blue Shield
1405 S. Creyts Rd., MC B186
Lansing, MI 48917

Gully, Donna                                         $500,000
Linda Turek
Sachs Waldman, P.C.
Detroit, MI 48226

Dutton, Christine & Matthew Minor                    $500,000
Teresa E. Holman
Brian McKeen, McKeen & Associates, P.C.
645 Griswold Street, 42nd Floor Detroit, MI 48226
Detroit, MI 48226

Blue Cross Blue Shield of                            $453,018
1405 S. Creyts Rd., MC B186
Lansing, MI 48917

NOMC Insurance C0., Ltd.                             $433,145
c/o HSBC Bank (CAYMAN) Ltd.
P.O. BOX 1109 GT
George Town., Grand Cayman

Sodexho Operations LLC                               $428,218
9801 Washingtonian Blvd
Gaithersburg, MD 20878

Romero, Claudia                                      $400,000
John S. Hone, The Hone Law Firm, P.C.
28411 Northwestern Highway, Suite 930
Southfield, MI 48034

MI Escheats -Unclaimed Property Division             $369,511
Michigan Department of Treasury
P.O. Box 30756
LANSING, MI 48909

MESC (SUTA)                                          $356,917
State of Michigan
Unemployment Insurance Agency
Detroit, MI 48202
3024 West Grand Blvd., #11-500
Detroit, MI 48202

MESC (SUTA)                                         $356,917
P.O. BOX 33598
DETROIT, MI 48232-5598


NOVA CDO: S&P Junks Ratings on Four Classes of Securities
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB+' rating on
the class B notes issued by Nova CDO 2001 Ltd., an arbitrage
collateralized bond obligation (CBO) transaction managed by
Phoenix Investment Partners, and removed it from CreditWatch,
where it was placed with positive implications on Aug. 1, 2008.

After reviewing the results of cash flow runs to determine the
level of future defaults the rated tranches can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the notes,
Standard & Poor's determined that the rating currently assigned to
the class B notes remains consistent with the amount of credit
enhancement available.

RATING AFFIRMED AND REMOVED FROM CREDITWATCH POSITIVE

Nova CDO 2001 Ltd.

                    Rating
   Class        To           From               Balance (mil. $)
   -----        --           ----               ----------------
   B            BBB+         BBB+/Watch Pos               12.352

OTHER OUTSTANDING RATINGS

Nova CDO 2001 Ltd.

   Class       Rating       Balance
   -----       ------       -------
   C-1         CCC-           3.500
   C-2         CCC-           9.700
   D-1         CC             9.400
   D-2         CC             3.600

TRANSACTION INFORMATION

Issuer:                    Nova CDO 2001 Ltd
Co-Issuer:                 Nova CDO 2001 Corp.
Collateral manager:        Phoenix Investment Counsel Inc.
Underwriter:               CIBC World Markets Corp.
Trustee:                   JPMorgan Chase Bank N.A.
Transaction type:          Cash flow arbitrage corporate
                            high-yield CBO


OLIO DENTAL: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Olio Dental, Inc.
         11740 Olio Road, Suite 100
         Fishers, IN 46037

Bankruptcy Case No.: 08-10305

Type of Business: The Debtor provides health care services.

Chapter 11 Petition Date: August 22, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Debtor's Counsel: Jeffrey M. Hester, Esq.
                    (jeff@tucker-hester.com)
                   Tucker | Hester, LLC
                   429 N Pennsylvania St., Suite 100
                   Indianapolis, IN 46204-1816
                   Tel: (317) 833-3030
                   Fax: (317) 833-3031
                   http://www.tucker-hester.com/

Total Assets: $51,710

Total Debts: $1,197,918

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/indsb08-10305.pdf


OXBOW CARBON: Debt Reduction Cues S&P to Put 'B+' on Watch Pos
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on West Palm Beach, Fla.-based
Oxbow Carbon LLC on CreditWatch with positive implications.

"The CreditWatch listing follows the company's stronger-than-
expected operational performance and notable debt reduction," said
Standard & Poor's credit analyst Sherwin Brandford.

Oxbow generated $187 million in EBITDA during the first half of
2008, driven by strong demand and pricing for fuel-grade petroleum
coke and calcined petroleum coke as well as strong coal pricing.
Oxbow reduced debt by about $150 million to $947 million at June
30, 2008, from $1.1 billion at Sept. 30, 2007. The combination of
higher earnings and lower debt improved leverage to around 3.4x at
the end of the second quarter of 2008 from around 4.5x at Sept.
30, 2007 (pro forma for the Great Lakes Carbon Corp. and SSM Coal
B.V. acquisitions).

"We will resolve our CreditWatch listing after evaluating third
quarter 2008 financial results and meeting with management to
discuss the company's business plans and financial projections,"
S&P says.


OXIS INTERNATIONAL: June 30 Balance Sheet Upside-Down by $2.8MM
---------------------------------------------------------------
Oxis International Inc.'s consolidated balance sheet at June 30,
2008, showed $1,387,000 in total assets and $4,154,000 in total
liabilities, resulting in a $2,767,000 stockholders' deficit.

The company reported a net loss of $2,533,000 on total revenue of
$1,476,000 for the second quarter ended June 30, 2008, compared
with net income of $1,085,000 on total revenue of $1,813,000 in
the same period last year.

License revenues decreased to $115,000 from $606,000 during the
three months ended June 30, 2007.  This decline was attributable
to the loss of a significant manufacturing contract.

Results for the second quarter of 2008 included a loss on
disposition of subsidiary of $2,873,000.  Net income in 2007
included non-cash income of $1,053,000 relating to a decrease in
warrant and derivative liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?3164

                        Going Concern Doubt

Williams & Webster, P.S., in Spokane, Wash., expressed substantial
doubt about Oxis International Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's significant and ongoing operating losses.

The company has incurred an accumulated deficit of $73,475,000
through June 30, 2008.  On a consolidated basis, the company had
cash and cash equivalents of $232,000 at June 30, 2008.  The
company will need to seek additional loan or equity financing to
pay for basic operating costs, or to expand operations, implement
its marketing campaign, or hire additional personnel.

                      About Oxis International

Based in Foster City, California, Oxis International Inc. (OTC BB:
OXIS) -- http://www.oxis.com/-- focuses on the research and
development of technologies and therapeutic products in the field
of oxidative stress/inflammatory reaction, diseases that are
associated with damage from free radicals and reactive oxygen
species.  A prime objective of OXIS is to use its broad portfolio
of oxidative stress biomarkers to identify associations between
reactive biomarker signals and various disease etiologies and
conditions.

The company presently derive its revenues primarily from sales of
research diagnostic reagents and assays to medical research
laboratories.  The company's diagnostic products include
approximately 45 research reagents and 26 assays to measure
markers of oxidative and nitrosative stress.  The company holds
the rights to four therapeutic classes of compounds in the area of
oxidative stress and inflammation.  One such compound is L-
Ergothioneine, a potent antioxidant produced by OXIS that may be
appropriate for sale over-the-counter as a dietary supplement.


PATIENT SAFETY: Posts $2,399,825 Net Loss in 2008 Second Quarter
----------------------------------------------------------------
Patient Safety Technologies Inc. reported a net loss of $2,399,825
on revenues of $556,591 for the second quarter ended June 30,
2008, compared with a net loss of $1,756,157 on revenues of
$313,461 in the same period last year.

The increase in revenues is mainly attributable to the increase in
sales generated by the company's Safety-Sponge System.

Operating expenses were $2,407,026 and $1,535,280 for the three
months ended June 30, 2008, and 2007, respectively.

The increase in operating expenses for the three months ended
June 30, 2008, when compared to the three months months ended
June 30, 2007, was primarily the result of increases in salaries
and employee benefits, professional fees, and general and
administrative expenses.

At June 30, 2008 the company's consolidated balance sheet showed
$8,447,890 in total assets, $8,101,391 in total liabilities, and
$346,499 in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $1,233,121 in total current assets
available to pay $4,136,223 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?3165

                        Going Concern Doubt

Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
expressed substantial doubt about Patient Safety Technologies
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditing firm reported that the company has
reported recurring losses from operations through Dec. 31, 2007,
and has a significant accumulated deficit and a significant
working capital deficit at Dec. 31, 2007.

At June 30, 2008, the company has an accumulated deficit of
approximately $40,573,160 and a working capital deficit of
$2,903,102.

                        About Patient Safety

Headquartered in Los Angeles, Patient Safety Technologies Inc.
(OTC BB: PSTX.OB) -- http://www.patientsafetytechnologies.com/--
through its wholly owned subsidiary, SurgiCount Medical Inc., is a
developer and manufacturer of patient safety products including
the Safety-Sponge(TM) System.  The system helps in reducing the
number of retained sponges and towels in patients during surgical
procedures ans allows for faster and more accurate counting of
surgical sponges.


PEBBLE CREEK: S&P Cuts 2007-2 Class E Rating to 'B-'
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class C, D, and E notes issued by Pebble Creek LCDO 2007-2 Ltd., a
hybrid collateralized loan obligation (CLO) transaction. These
ratings, and the rating on the class B notes, remain on
CreditWatch, where they were placed on July 18, 2008.

The lowered ratings and CreditWatch placements primarily reflect
negative rating migration in the corporate entities referenced by
the transaction. Currently, more than 10% of the underlying loans
have ratings in the 'CCC' range, and an additional 8% have ratings
that are on CreditWatch with negative implications. The
transaction has a standard recovery rate of 70% on all credit
events. According to the trustee report dated July 8, 2008, the
deal has experienced three credit events that have resulted in a
net loss of $6.90 million to the transaction. Additionally, the
eligible investments in the deal are subject to market value risk.

Standard & Poor's will continue to review whether the ratings
currently assigned to the notes remain consistent with the credit
enhancement available to support them.

RATINGS LOWERED AND REMAINING ON CREDITWATCH NEGATIVE

Pebble Creek LCDO 2007-2 Ltd.

                 Rating
  Class     To             From          Balance (mil. $)
  -----     --             ----          ----------------
  C         BBB+/Watch Neg A/Watch Neg             20.500
  D         BB+/Watch Neg  BBB/Watch Neg           22.500
  E         B-/Watch Neg   BB/Watch Neg            20.750

RATING REMAINING ON CREDITWATCH NEGATIVE

Pebble Creek LCDO 2007-2 Ltd.

  Class      Rating          Balance (mil. $)
  -----      ------          ----------------
  B          AAA/Watch Neg            112.150

TRANSACTION INFORMATION

Issuer:             Pebble Creek LCDO 2007-2 Ltd.
Co-issuer:          Pebble Creek LCDO 2007-2 LLC
Underwriter:        Lehman Brothers Special Financing Inc.
Collateral manager: Stone Tower Debt Advisors
Trustee:            Citibank N.A.


PNC MORTGAGE: Fitch Downgrades Two Classes of 2000-C1 Certificates
------------------------------------------------------------------
Fitch Ratings downgraded these two classes of commercial mortgage
pass-through certificates from PNC Mortgage Acceptance Corp.,
series 2000-C1:

   -- $8 million class L to 'B-/DR1' from 'B';
   -- $6.8 million class M to 'C/DR6' from 'CC/DR4'.

In addition, Fitch has affirmed these classes:

   -- $299.3 million class A-2 at 'AAA';
   -- Interest-only (IO) class X at 'AAA';
   -- $34 million class B at 'AAA';
   -- $34 million class C at 'AAA';
   -- $10 million class D at 'AAA';
   -- $26 million class E at 'AAA';
   -- $12 million class F at 'AA+';
   -- $12 million class G at 'A+';
   -- $18 million class H at 'BBB';
   -- $8 million class J at 'BBB-';
   -- $6.8 million class K at 'BB'.

The class A-1 certificates have paid in full.  The balance of
classes N and O have been reduced to zero due to realized losses.

The downgrades are the result of an increase in expected losses
from one new specially serviced loan. Forty-one loans (39.1%) are
fully defeased, including six of the top 10 loans (17.4%).  As of
the August 2008 distribution date, the principal balance has been
reduced 40.7% to $475.3 million from $801 million at issuance.

There are currently three assets (2.1%) in special servicing. The
largest specially serviced loan (1.8%) is secured by a 212,000
square foot retail center located in Manchester, New Hampshire.
The asset was transferred to the special service in July 2008 due
to imminent default.  The loan does not mature until, Aug. 1,
2028, but had an Anticipated Repayment Date of Aug. 1, 2008.  Due
to unremedied environmental issues, the borrower was unable to
refinance and the new interest rate is expected push the loan to
less than 1.0x DSCR.

Of the pool, nine loans (4.1%) mature in 2008, 51 loans (35.7%)
mature in 2009 and 64 loans (34.4%) mature in 2010.

Additionally, the transaction's highest state concentration is
Michigan (10%).


PORTOLA PACKAGING: Files for Bankruptcy, Gets $79MM DIP Facility
----------------------------------------------------------------
Portola Packaging, Inc. filed a voluntary Chapter 11 petition to
reorganize before the United States Bankruptcy Court for the
District of Delaware.

In connection with the filing, the company confirmed that all of
its secured lenders and holders of approximately 90% in aggregate
principal amount of its 8-1/4% Senior Notes due 2012 agreed to a
voluntary and consensual restructuring of the company pursuant to
the restructuring support agreement dated July 24, 2008. Pursuant
to the proposed plan of reorganization, holders of the Senior
Notes will receive 100% of the common stock of reorganized Portola
in exchange for their claims.

Wayzata Investment Partners LLC is expected to be the company's
controlling shareholder upon its emergence from bankruptcy.  The
company's plan of reorganization will reduce its long term debt
obligations by $180 million.  The company anticipates completing
its pre-packaged reorganization and emerging from Chapter 11 in
mid-October, 2008.

Under the restructuring plan, all obligations owed to trade
creditors, suppliers, customers and employees in the ordinary
course of business will be unimpaired and unaffected by the
restructuring.

The company reached agreement with its existing secured lenders
to provide the Company with debtor-in-possession financing of
$79 million to pay off the outstanding indebtedness under the
company's existing secured facilities and to finance its ongoing
operations.

The company said that its president and chief executive officer,
Brian Bauerbach, and its chief financial officer, John LaBahn, and
its general counsel, Kim Wehrenberg, have been appointed as the
sole directors of the company and will oversee the restructuring.

"We are pleased to have achieved such strong support for a
consensual restructuring that dramatically improves our balance
sheet, reduces our annual cash interest obligations by
approximately $15 million, and enables continued reinvestment in
our products and future growth," Mr. Bauerbach stated.  We are
thrilled to have the continued support of Wayzata and look forward
to its long term commitment to the business."

In conjunction withe Chapter 11 filing, the company is seeking
approval for a variety of first day motions that will allow it to
continue to manage operations in the ordinary course.  The motions
include requests to make wage and salary payments and other
benefits to employees and to pay critical vendors, suppliers,
trade creditors and certain other pre-petition trade claims.

A full-text copy of the company's restructuring term sheet date
July 24, 2008, is available for free at:

                http://ResearchArchives.com/t/s?3168

A full-text copy of the company and lenders' restructuring support
agreement is available for free at:

                http://ResearchArchives.com/t/s?3169

Headquartered in Batavia, Illinois, Portola Packaging Inc. --
http://www.portpack.com/-- designs, manufactures and markets
tamper-evident plastic closures used in dairy, fruit juice,
bottled water, sports drinks, institutional food and other non-
carbonated beverage markets.  The company also produces a wide
variety of plastic bottles for use in dairy, water and juice
markets, including various high density bottles, as well as five-
gallon polycarbonate water bottles.  In addition, the company
designs, manufactures and markets capping equipment for use in
high speed bottling, filling and packaging production lines.
Portola is also engaged in the manufacture and sale of tooling and
molds used for blow molding.

                              *   *   *

As reported in the Troubled Company Reporter on July 31, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Portola Packaging Inc. to 'D' from 'CCC-'.  In addition,
S&P lowered the senior unsecured ratings to 'D' from 'C'.  The
downgrades follow Portola's announcement that it is restructuring
its capital structure through a prepackaged Chapter 11 bankruptcy
filing.  Before the default, the rating on Portola's $180 million
8.25% senior unsecured notes was two notches below the corporate
credit rating and the recovery rating was '6', indicating the
expectation for negligible (0% to 10%) recovery in the event of a
payment default.


PORTOLA PACKAGING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Portola Packaging, Inc.
         aka Cap Snap
         aka NEPCO
         aka Consumer Cap
         aka Nepco
         aka Allied Tool
         951 Douglas Road
         Bativia, IL 60510

Bankruptcy Case No.: 08-12001

Debtor-affiliates filing separate Chapter 11 petitions:

         Entity                                   Case No.
         ------                                   --------
   Great Lakes Sales Associates, LLC              08-12002
   Northern Engineering and Plastics Corporation
     (Delaware)                                   08-12003
   Northern Engineering Plastics Corporation
     (Puerto Rico)                                08-12004
   Northern Engineering Plastics Corporation -
     Puerto Rico (Pennsylvania)                   08-12005
   Portola Allied Tool, Inc.                      08-12006
   Portola Tech International, Inc.               08-12007

Type of Business: The Debtors designs, manufactures, and markets a
                   full line of tamper-evident plastic closures,
                   bottles, and equipment for the beverage and food
                   industries, as well as plastic closures and
                   containers for the cosmetics industry.
                   See http://www.portpack.com/

Chapter 11 Petition Date: August 27, 2008

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtors' Counsels: Young, Conaway, Stargatt & Taylor
                    Edmon L. Morton, Esq.
                    Robert S. Brady, Esq.
                    Sean T. Greecher, Esq.
                    The Brandywine Building
                    1000 West Street, 17th Floor
                    P.O. Box 391
                    Wilmington, DE 19899
                    Tel: (302) 571-6600
                    Fax: (302) 571-1253
                    Email: bankfilings@ycst.com

Estimated Assets: $50 million to $100 million

Estimated Debts:  $100 million to $500 million

Debtors' consolidated list of their 20 Largest Unsecured
Creditors:

    Entity                        Nature of Claim   Claim Amount
    ------                        ---------------   ------------
U.S. Bank National Association   Notes             $180,000,000
60 Livingston Avenue                               (Aggregate
St. Paul, MN 55107-2292                             principal
                                                     amount)

SACMI IMOLA                      Trade Creditor      $1,056,895
Via Selice Provencial, 17/A
40026 Imola Bo Italy
Casella Postale 113 Italy

KDV (1006)                       Trade Creditor        $307,142
431 W. Newhall Avenue
Waukesha, WI 53186

Packaging Corp. of America       Trade Creditor        $164,097

Hoffer Plastics Corp.            Trade Creditor        $160,467

Foreco SRL                       Trade Creditor        $135,766

Unipac Corp.                     Trade Creditor        $113,831

Rite Systems Inc.                Trade Creditor        $108,783

City of Batavia                  Utility                $96,935

Much Shelist                     Trade Creditor         $96,713

Riverdale Color                  Trade Creditor         $90,828

Bamberger Polymers, Inc.         Trade Creditor         $75,041

D&D Custom Machine               Trade Creditor         $71,874

Whitaker Transportation Co. Inc. Trade Creditor         $61,473

GE Capital Freight               Trade Creditor         $57,014

Rite Systems (Chino)             Trade Creditor         $55,896

RBC Bearings                     Trade Creditor         $53,525

Federal Mfg. Co.                 Trade Creditor         $50,809

Rogers Foam Corp.                Trade Creditor         $50,724

United Health Care Insurance     Insurance              $44,750


POSITRON CORP: June 30 Balance Sheet Upside-Down by $6,757,000
--------------------------------------------------------------
Positron Corp.'s consolidated balance sheet at June 30, 2008,
showed $5,347,000 in total assets and $12,104,000 in total
liabilities, resulting in a $6,757,000 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,918,000 in total current assets
available to pay $8,495,000 in total current liabilities.

The company reported a net loss of $2,017,000 on revenues of
$767,000 for the second quarter ended June 30, 2008, compared with
a net loss of $1,107,000 on revenues of $869,000 in the same
period in 2007.

The decrease in revenues is due in part to a drop in sales of IPT
gamma cameras attributable to the late 2007 change in the
company's sales and marketing efforts from a third party
distribution model to an internal sales force and the time
required to ramp up its efforts.

The significantly larger net loss for the three months ended
June 30, 2008 is due primarily to derivative losses included in
other income.

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?3166

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 29, 2008,
Frank L. Sassetti & Co., in Oak Park, Ill., expressed substantial
doubt about Positron Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's significant accumulated deficit.

Since inception, the company has expended substantial resources on
research and development.  Consequently, the company has sustained
substantial losses.  Due to the limited number of systems sold or
placed into service each year, revenues have fluctuated
significantly from year to year.  At June 30, 2008, the company
had an accumulated deficit of $79,721,000 and a stockholder's
deficit of $6,757,000.  The company will need to increase system
sales and apply the research and development advancements to
achieve profitability in the future.

The company had cash and cash equivalents of $27,000 at June 30,
2008.  At the same date, the company had accounts payable and
accrued liabilities of $2,314,000.  In addition, debt service and
working capital requirements for the upcoming year may reach
beyond current cash balances.

                        About Positron Corp.

Headquartered in Houston, Positron Corporation (OTC BB: POSC)
-- http://www.positron.com/-- designs, manufactures, markets and
supports advanced cardiac molecular imaging devices utilizing
single photon emission computed tomography (SPECT) and positron
emission tomography (PET).  The company's molecular imaging
systems incorporate patented and proprietary software and hardware
technology for the diagnosis and treatment of patients with heart
disease.


PROBE MANUFACTURING: Inks Purchase Agreement with Solar Masters
---------------------------------------------------------------
Probe Manufacturing, Inc., entered a definitive agreement for the
sale and purchase of business assets of Solar Masters Company.

The purchase price of the assets consists of:

      (a) $2,719.65 payable to Solar Masters, LLC

      (b) $77,280.35 for the container currently in the Port of
          Long Beach;

      (c) 250,000 shares of Probe common stock valued at $.40 each,
          and a royalty on gross revenue of 5% for the balance of
          2008;

      (d) additional royalty payments of 7% for 2009, 6% for 2010
          and 5% for 2011, provided that Probe has gross revenue of
          a minimum of $1 million, and product cost of $10 or
          less for the "barricade light".  If these conditions are
          not met, the royalty shall decrease to 5%;

      (e) additional shares of Probe common stock of 100,000 in
          2009; 100,000 in 2010; and 50,000 in 2011 provided that
          Probe has gross revenue of a minimum of $1 million, and
          product cost of $10 or less for the "barricade light".
          If the gross revenue number is not met, then the
          stock that was to be issued will become an option to
          purchase the shares that would have been issuable if the
          gross revenue target had been met.  The exercise price of
          the options will be $0.40;

      (f) additional royalty payment of 5% for 2012, provided that
          Probe has gross revenue of a minimum of $1 million, and
          product cost of $10 or less for the "barricade light".
          If these conditions are not met, the royalty will
          decrease to 1%;

      (g) the "barricade light" pricing is to be $10.00 and may
          adjust periodically based on standard industry pricing
          variations.  This will apply in all sections of this
          Agreement that refer to the $10.00 cost for the
          barricade light.  Gross Revenue for purposes of
          calculating all royalty payments is based upon Revenue
          specifically generated from products acquired pursuant to
          this Agreement.

On August 11, 2008, the board of directors of Probe Manufacturing,
Inc., approved a 3-for-1 forward stock split of its outstanding
and issued common stock.  Pursuant to the forward stock split the
company's issued and outstanding share capital will increase from
10,594,258 shares of common stock to 31,782,774 shares of common
stock.

The effective date of the forward stock split will be September 1,
2008.

                      About Probe Manufacturing

Based in Lake Forest, Calif., Probe Manufacturing Inc. (OTCBB:
PMFI) -- http://www.probemi.com/-- provides electronics
manufacturing services to original equipment manufacturers of
industrial, automotive, semiconductor, medical, communication,
military, and high technology products.  It offers engineering,
supply chain management, and manufacturing services.  The
company's engineering services include product design, printed
circuit board layout, prototyping, and test development.  Its
supply chain management solutions comprise purchasing, management
of materials, and order fulfillment.  The company's manufacturing
services include printed circuit board assembly, subsystem
assembly, box build and systems integration, the process of
integrating sub-systems, and downloading software before producing
a fully configured product.  It also offers computer-aided, in-
circuit testing of assembled printed circuit boards; and final
system assembly, and test assemblies and modules, as well as
distribution services.  The company was founded in 1993.  It was
formerly known as Probe Manufacturing Industries, Inc., and
changed its name to Probe Manufacturing Inc., in 2005.

At Dec. 31, 2007, the company's balance sheet showed $1,897,127 in
total assets and $2,170,157 in total liabilities, resulting in a
$273,030 stockholders' deficit.

As reported in The Troubled Company Reporter on August 26, 2008,
Jaspers + Hall, PC, raised substantial doubt about the ability of
Probe Manufacturing, Inc., to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's accumulated
deficit from operations and its difficulties in maintaining
sufficient working capital.


PROGRESSIVE MOLDED: Gets Court Nod to Hire Paul Weiss as Attorneys
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
authority to Progressive Molded Products, Inc. and its debtor-
affiliates to employ Paul, Weiss, Rifkind, Wharton & Garrison LLP
as their attorneys.

Paul Weiss is expected to:

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

    (b) attend meetings and negotiate with representatives of
        creditors and other parties in interest and advise
        consulting on the conduct of these cases, including all of
        the legal and administrative requirements in the Chapter
        11 cases;

    (c) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        commenced under the Bankruptcy Code on their behalf, and
        objections to claims against the estates;

    (d) prepare and prosecute on behalf of the Debtors all
        motions, applications, answers, orders, reports and papers
        necessary to the administration of the estates;

    (e) negotiate and prepare on the Debtors' behalf Chapter 11
        plans, disclosure statements and all related agreements
        and documents and take any necessary action to obtain
        confirmation of plans;

    (f) advise the Debtors with respect to any sale of assets and
        negotiate and prepare related agreements;

    (g) appear in Court and protect the interests of the Debtors'
        estates; and

    (h) perform all other legal services in connection with the
        Chapter 11 cases.

Paul Weiss will be paid on an hourly basis.  Billing rates
currently range from $725 to $975 for partners, $665 to $700 for
counsel, $375 to $625 for associates and $180 to $225 for para-
professionals.

The attorneys who will represent the Debtors in their cases, and
their hourly rates, are:

        Name of Attorney           Hourly Rate
        ---------------            -----------
        Kelly A. Cornish              $975
        Brian S. Hermann               795
        Diane Meyers                   700
        Claudia R. Tobler              625
        Christopher A. Jarvinen        625
        Toni Li                        490
        Matthew R. Scheck              375

In addition to the hourly rates, Paul Weiss customarily charges
its clients for all costs and expenses incurred, including
telephone and telecopier toll, mail and express mail, special or
hand delivery charges, document processing, photocopying charges,
travel expenses, expenses for "working meals," computerized
research, and transcription cost, as well as ordinary overhead
expenses.

Paul Weiss also received a retainer amounting to $250,000 in
connection with the preparation of filing the bankruptcy case and
for the proposed postpetition representation of the Debtors.

Kelley A. Cornish, Esq., a member at Paul Weiss, assures the Court
that his firm do not have any connection with the Debtors, their
affiliates, their creditors, or their attorneys and accountants.

                       About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq., at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq., at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: Can Hire Young Conaway as Delaware Counsel
--------------------------------------------------------------
Progressive Molded Products, Inc. and its debtor-affiliates
obtains authority from the U.S. Bankruptcy Court for the District
of Delaware to employ Young Conaway Stargatt & Taylor, LLP, as
Delaware counsel.

Young Conaway will:

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

    (b) prepare and pursue confirmation of a plan and approval
        of a disclosure statement;

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

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

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

Young Conaway will seek approval of payment of compensation and
reimbursement of actual, necessary expenses and other charges
upon its filing of appropriate applications for allowance of
interim or final compensation and reimbursement of expenses
pursuant to Sections 330 and 331 of the Bankruptcy Code, the
Bankruptcy and Local Rules.

The principal attorneys and paralegal presently designated to
represent the Debtors and their current standard hourly rates
are:

        Name of Attorney           Hourly Rate
        ---------------            -----------
        Pauline K. Morgan             $545
        Joseph M. Barry                390
        Donald J. Bowman, Jr.          305
        Nathan D. Grow                 260
        Frank Grese                    240
        Kimberly A. Beck               175

Young Conaway received $475,000 in retainer fee in connection with
the planning and preparation of initial documents and its proposed
postpetition representation of the Debtors.

Pauline K. Morgan, Esq., a partner at Young Conaway, assures the
Court that her firm is a "disinterested person" as defined in
Section 101(4) of the Bankruptcy Code.  The firm and its partners
are not creditors, equity holders, and do not hold an interest
adverse to the Debtors' estates.

                       About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: CCCA Court Extends Stay Order Until Oct. 31
---------------------------------------------------------------
Progressive Molded Products, Inc., Progressive Marketing, Inc.,
THL-PMPL Holding Corp., and Progressive Moulded Products Limited
sought and obtained the Ontario Superior Court of Justice,
Commercial List's authority under the Companies' Creditors
Arrangement Act to extend the stay order previously entered by the
Court.

Under the term of the Initial Order, as amended on July 8, 2008,
the "Stay Period" was set to expire August 15, 2008, unless
extended.

Donald S. MacKenzie, chief restructuring officer for the Canadian
Applicants, namely THL-PMPL Holding Corp. and Progressive Moulded
Products Limited, relates the Applicants are continuing to work
with their major customers -- General Motors Corporation, Ford
Motor Company, and Chrysler LLC -- pursuant to Tooling Removal
Order and the Term Sheet.

Pursuant to the Tooling Removal Order, the Applicants have agreed
to return the tooling to their customers in exchange of the
funding of a portion of the Applicants' winding-down operations.

Mr. MacKenzie relates while the removal of the customer-owned
tooling has occurred, there are still numerous unresolved issues
relating to invoicing, payment for secondary tooling and
machinery and equipment, and reconciliation and payment of
accounts receivable owing to the Applicants and otherwise.

According to Sheryl E. Seigel, and Alex A. Ilchenko, of Lang
Mihiner LLP, solicitors of the Applicants, an extension will
permit the Applicants to continue to perform their obligations
under the Tooling Removal Orders and the Term Sheet, including
the orderly wind-down of their operations as previously
authorized by the Court.

Accordingly, the Honorable Justice Campbell of the Ontario
Superior Court of Justice, Commercial List, orders an extension
of the stay period until October 31, 2008.

                       About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq., at Paul, Weiss, Rifkind Wharton &
Garrison LLP; and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq., and Alex A.
Ilchenko, Esq., at Lang Michener LLP are their solicitors.  Alex
F. Morrison at Ernst & Young, Inc., has been appointed CCAA
monitor and Kevin J. Zych, Esq., at Bennett Jones LLP serves as
his solicitor.


PROGRESSIVE MOLDED: CCCA Court OKs Danbury to Sell Canadian Assets
------------------------------------------------------------------
As a result of their winding-down of their business operations,
Progressive Molded Products, Inc. and its debtor-affiliates wish
to proceed with the disposition of certain of their remaining
properties and assets that are situated in their Canadian
facilities.

To this end, Progressive Moulded Products Limited, with the
assistance of Ernst & Young Inc. and Conway MacKenzie, Inc.,
canvassed third parties with specialized expertise in the sale
auction of plant machinery and equipment with a view to select a
suitable candidate.

PMPL, with the approval of Ernst & Young, prepetition agents for
the first lien secured creditors, JP Morgan Chase Bank, N.A. and
JP Morgan Chase Bank N.A., Toronto Branch, has selected Danbury
Industrial and Infinity Asset Solutions Inc. to proceed with the
sale and auction of the Canadian Plant assets and wishes to enter
into the Auction Services Agreement.

At the Applicants' behest, the Honorable Justice Campbell of the
Ontario Superior Court of Justice, Commercial List, approves the
Auction Service Agreement with Danbury.

Specifically, Justice Campbell authorized and directed PMPL to
enter into the agreement and execute any ancillary or related
documents as are necessary or incidental to the performance of
its obligations under the Auction Services Agreement.

He further authorized PMPL to enter into any amendments or
modifications of the Auction Services Agreement as it may
consider necessary and appropriate, with the approval of the
Monitor and counsel for the prepetition agents.

Upon the Auctioneer completing the sale of the assets to a
purchaser in accordance with the terms of the Auction Services
Agreement and the delivery of a bill of sale to the purchaser in
relation to the sale, all rights, title and interests of PMPL in
and to any asset described in the bill of sale will be vested in
the purchaser, free and clear of all claims, Justice Campbell
ordered.

PMPL and the Auctioneer are also relieved from compliance with
the provisions of any law relating to notice, statutory or
otherwise, which a creditor or other party is required to issue
in order to dispose of the collateral of a Debtor in connection
with the transaction contemplated in the Auction Services
Agreement.

Furthermore, Justice Campbell ordered that the sale of assets
contemplated in the Auction Services Agreement will be exempt
from any applicable bulk sales legislation in any jurisdiction in
which the assets are situated, including without limitation, the
Ontario Bulk Sales Act, R.S.O. 1990, c. B-14, as amended, and are
in all respects judicial sales for the purposes of the bulk sales
legislation.

                       About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq., at Paul, Weiss, Rifkind Wharton &
Garrison LLP; and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq., and Alex A.
Ilchenko, Esq., at Lang Michener LLP are their solicitors.  Alex
F. Morrison at Ernst & Young, Inc., has been appointed CCAA
monitor and Kevin J. Zych, Esq., at Bennett Jones LLP serves as
his solicitor.


PROGRESSIVE MOLDED: Withdraws Application to Hire Conway Mackenzie
------------------------------------------------------------------
Progressive Molded Products Inc. and its three debtor-affiliates
have withdrawn their prior request to hire Conway MacKenzie,
Inc., as financial advisor.

The Debtors Canadian units THL-PMPL Holdings Corp. and Progressive
Moulded Products Limited have filed before the Ontario Superior
Court of Justice, Commercial List, an application to hire the firm
and its member Donald S. Mackenzie as chief restructuring officer,
for their services during the wind-down of their operations.

The Debtors obtained approval from Justice Morawetz of the Ontario
Superior Court of Justice, Commercial List, to hire Donald S.
Mackenzie as chief restructuring officer.

                       About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq., at Paul, Weiss, Rifkind Wharton &
Garrison LLP; and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq., and Alex A.
Ilchenko, Esq., at Lang Michener LLP are their solicitors.  Alex
F. Morrison at Ernst & Young, Inc., has been appointed CCAA
monitor and Kevin J. Zych, Esq., at Bennett Jones LLP serves as
his solicitor.


PROXYMED INC: Common Stock Subject to Nasdaq Delisting
------------------------------------------------------
The Nasdaq Stock Market, Inc. has determined to remove from
listing the common stock of ProxyMed, Inc., effective at the
opening of the trading session on September 2, 2008.

Based on a review of the information provided by the company,
Nasdaq Staff determined that the company no longer qualified for
listing on the Exchange pursuant to Marketplace Rules
4300, 4450(f), and IM-4300.

The company was notified of the Staffs determination on July 23,
2008.  The company did not appeal the Staff determination to the
Hearings Panel, and the Staff determination to delist the company
became final on August 1, 2008.

Headquartered in Norcross, Georgia, ProxyMed Inc. fka MedUnite,
Inc. --  http://www.medavanthealth.com-- facilitates the exchange
of medical claim and clinical information.  The company and two of
its affiliates filed for Chapter 11 protection on July 23, 2008
(Bankr. D. Del. Lead Case No.08-11551).  Kara Hammond Coyle, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor,
L.L.P., represent the Debtors in their restructuring efforts.

The Debtors indicated $40,655,000 in total consolidated assets and
$47,640,000 in total consolidated debts as of December 31, 2007.
In its petition, ProxyMed Transaction Services, Inc. indicated
$10,000,0000 in estimated assets and $10,000,000 in estimated
debts.


RADIAN INSURANCE: Downgrade Cues S&P to Lower 3 U.S. ABS Deals
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes from three U.S. asset-backed securities (ABS) transactions
and removed them from CreditWatch with negative implications. The
rating actions follow the recent lowering of the financial
strength ratings on monoline insurers Radian Asset Assurance Inc.
(BBB+/Negative/--) and Radian Insurance Inc. (BB+/Negative/--).

"We lowered the long-term ratings on classes IM-2 and IIM-2 from
Manufactured Housing Contract Trust Pass-Thru Cert Series 2001-1
to 'BB+' to reflect the downgrade of Radian Insurance Inc. We
lowered the long-term rating on class A from BCC Funding Corp. VI
(ABS equipment) to 'BBB+' to reflect the downgrade of monoline
insurer Radian Asset Assurance Inc. Lastly, we lowered the long-
term rating on class A from Credit Acceptance Auto Dealer Loan
Trust 2006-2 (ABS auto loan) to 'A-'; the rating is now delinked
from the rating on the monoline insurer, Radian Asset Assurance
Inc., as it is able to withstand stress scenarios consistent with
a higher rating than that of Standard & Poor's underlying rating
(SPUR)," S&P explains.

"A SPUR is our opinion of the stand-alone creditworthiness of a
transaction -- that is, the capacity to pay debt service on a debt
issue in accordance with its terms -- without considering an
otherwise applicable bond insurance policy. Under our criteria,
the issue credit rating on a fully credit-enhanced bond issue is
the higher of the two ratings: the credit enhancer's or the SPUR,"
S&P says.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Manufactured Housing Contract Pass-Thru Cert Series 2001-1

               Rating
  Class     To       From
  -----     --       -----
  IM-2      BB+      A/Watch Neg
  IIM-2     BB+      A/Watch Neg

BCC Funding Corp. VI

               Rating
  Class     To       From
  -----     --       -----
  A         BBB+     A/Watch Neg

Credit Acceptance Auto Dealer Loan Trust 2006-2

               Rating
  Class     To       From
  -----     --       -----
  A         A-       A/Watch Neg


RACE POINT: S&P Affirms 'BB' Ratings on 3 Classes of Securities
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B-1, B-2, and C notes issued by Race Point CLO Ltd. on CreditWatch
with positive implications.

"At the same time, we affirmed our ratings on the class A-1, A-2,
D-1, D-2 and D-3 notes. Race Point CLO Ltd. is a high-yield
arbitrage collateralized loan obligation (CLO) managed by Sankaty
Advisors LLC," S&P says.

"We placed our ratings on the B and C notes on CreditWatch
positive because the class A-1 notes continue to benefit from
ongoing paydowns, which has raised the amount of credit support
available to the class A-2, B, and C notes. The A-1 notes received
a paydown of approximately $26 million on the Aug. 15, 2008,
payment date, reducing its outstanding balance to $133 million,
which is about 41% of its original balance,"

Standard & Poor's will review the results of current cash flow
runs generated for Race Point CLO Ltd. to determine the level of
future defaults the rated notes can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes. "We
will compare the results of these cash flow runs with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available, the firm says.

RATINGS PLACED ON CREDITWATCH POSITIVE

Race Point CLO Ltd.

                   Rating               Balance (mil. $)
  Class       To              From    Original      Current
  -----       --              ----    --------      -------
  B-1         AA/Watch Pos    AA        10.000       10.000
  B-2         AA/Watch Pos    AA        12.000       12.000
  C           BBB+/Watch Pos  BBB+      20.000       20.000

RATINGS AFFIRMED

Race Point CLO Ltd.

                                Balance (mil. $)
  Class       Rating         Original     Current
  -----       ------         --------     -------
  A-1         AAA             327.000     133.477
  A-2         AAA              71.000      71.000
  D-1         BB               15.500      15.500
  D-2         BB                2.000       2.000
  D-3         BB                3.500       3.500

TRANSACTION INFORMATION

Issuer:             Race Point CLO Ltd.
Co-issuer:          Race Point CLO Inc.
Manager/servicer:   Sankaty Advisors LLC
Underwriter:        Deutsche Bank Alex Brown
Trustee:            Bank of New York Mellon Trust Co. N.A.
                    (formerly JPMorgan Chase Bank N.A.)
Transaction type:   Cash flow arbitrage CLO


REDWOOD PLACE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Redwood Place, LLC
         3900 S. Hualapai Way
         Las Vegas, NV 89147

Bankruptcy Case No.: 08-19725

Type of Business: The Debtor is a real estate corporation.
                   See http://www.redwoodplace.com

Chapter 11 Petition Date: August 27, 2008

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Matthew L. Johnson, Esq.
                   Matthew L. Johnson & Associates, P.C.
                   8831 W. Sahara Avenue
                   Las Vegas, NV 89117
                   Tel: (702) 471-0065
                   Fax: (702) 471-0075
                   Email: bankruptcy@mjohnsonlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's list of its 20 Largest Unsecured Creditors:

    Entity                        Nature of Claim   Claim Amount
    ------                        ---------------   ------------
Trinity Bros. Contracting, LLC   Contractor            $353,339
14037 N. 24th Avenue             Services
Phoenix, AZ 85023

Corporate Air Mechanical         Contractor            $188,447
1838 E. University Drive         Services
Phoenix, AZ 85034

AZ Partsmaster                   Contractor            $146,633
15 N. 57th Drive
Phoenix, AZ 85043

Design & Stone International     Contractor Services   $120,627

Maricopa County Treasurer        Property Taxes         $87,008

Manual Ortiz Atlas Marble        Contractor Services    $86,970

Ponce Plumbing, Inc.             Plumbing Services      $48,043

Installation for Less            Contractor Services    $26,644

Rossmar & Graham CAM                                    $14,932

Genos Landscape                  Landscape Services     $13,377

Robert McWaters                  Contractor Services     $9,106

JR McDade                                                $5,125

CAMS-Corporate Air               Unknown                 $3,778

HD Supply Facilities Maintenance Unknown                 $3,144

Main Amundson & Associates                               $2,600

Archies Air Condtioning          Air Conditioning        $2,370
                                  Services

BRAVO, Inc.                      Unknown                 $2,045

Fennemore Craig PC               Legal Fees              $1,933

Glassbusters                     Unknown                 $1,439

Waste Management of Arizona -    Garbage Collections     $1,303
Phoenix Hauling                  Services


RENAISSANCE HEALTHCARE: Files for Chapter 11 Protection in Texas
----------------------------------------------------------------
Renaissance Healthcare Systems Inc. and three of its affiliates
filed voluntary petitions under Chapter 11 of the United States
Bankruptcy Code before the United States Bankruptcy Court for the
Northern District of Texas when it failed to reorganize outside of
bankruptcy, Bloomberg News reports.

Bloomberg says the company listed assets and debts between $10
million and $50 million each.  The company owes at least $13.2
million to unsecured creditors including Metro Electric owed $1.7
million, JMC Mechanical Inc. owed $1.6 million, and Cardinal
Health owed $1.6 million, the report says.

According to Bloomberg, combinations of cost overruns of the
company's Renaissance Hospital Grand Prairie project, collapse of
the capital markets and gross underestimation of costs have
drained its resources.

The company wants to sell substantially all of its assets located
in Terrell, Texas, subject to competitive bidding and auction,
Bloomberg says.  Tarig Mahmood agreed to buy the assets for $1.2
million and lend $150,000 to the company to fund business
operation as it restructure, the report says.

All bids must be delivered by Sept. 5, 2008, followed by an
auction on Sept. 10, 2008, Bloomberg says.  A sale hearing is set
for Sept. 17, 2008, the report adds.

The sale is expected to close by Sept. 30, 2008, Bloomberg notes.

Headquartered in Houston, Texas, Renaissance Healthcare Systems
Inc. -- http://www.renhealthcare.org/-- operates a hospital in
Texas.


RIDGEMOUR MEYER: Former Partner Ginsburg Wants Case Dismissed
-------------------------------------------------------------
Ginsburg Development Companies LLC is asking the United States
Bankruptcy Court for the Southern District of New York to dismiss
the Chapter 11 case of Ridgemour Meyer Properties LLC or, in the
alternative, appoint a Chapter 11 trustee, Bloomberg News reports.

Ginsburg Development alleges that the Debtor used the Chapter 11
process to evade an unfavorable arbitration ruling, Bloomberg
says.  When the Debtor filed for bankruptcy, it cited that it has
a dispute with Ginsburg Development, the report says.

"This bankruptcy case is a classic example of a bad faith
bankruptcy filing," Bloomberg quoted an attorney for Ginsburg
Development as saying.

A hearing is set for Sept. 11, 2008, to consider the motion,
Bloomberg notes.

Headquartered in New York, Ridgemour Meyer Properties, LLC is a
real estate developer.  The company filed for Chapter 11
protection from its creditors on Aug. 11, 2008 (Bankr. S.D.N.Y.
Case No.08-13153).  Marc Stuart Goldberg, Esq., at M. Stuart
Goldberg, LLC, represents the Debtor.  When the Debtor filed
protection from its creditors, it listed both assets and debts
between $10 million and $50 million.


RIDGEMOUR MEYER: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ridgemour Meyer Properties, LLC
         41 Union Square West, Suite 507
         New York, NY 10003

Bankruptcy Case No.: 08-13153

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: August 11, 2008

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Marc Stuart Goldberg, Esq.
                    (mgoldberg@msglegal.com)
                   M. Stuart Goldberg, LLC
                   81 Main Street, Suite 205
                   White Plains, NY 10601
                   Tel: (914) 949-5400
                   Fax: (914) 683-1279

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's five Largest Unsecured Creditors:

    Entity                                            Claim Amount
    ------                                            ------------
Wachovia Bank, National Association                  $3,400,000
12 East 49th St.
New York, New York 10017

Goetz & Fitzpatrick, LLP                             $208,263
One Pennslvania Plaza
New York, New York 10119-0196

Riverso & Associates                                 $23,082
1088 Central Avenue, 2nd Floor
Scarsdale, New York 10583

Metropolitan Value Services                          $63,200

Grassi Consulting, LLC                               $8,450


ROBERT WALLACH: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Robert M. Wallach
         aka Bobby Wallach
         aka Bob Wallach
         aka Robert Matthew Wallach
         219 Feeks Lane
         Mill Neck, NY 11765

Bankruptcy Case No.: 08-74601

Chapter 11 Petition Date: August 27, 2008

Court: Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Steven I. Super, Esq.
                   Wander & Associates PC
                   641 Lexington Avenue
                   New York, NY
                   Tel: (212) 751-9700
                   Fax: (212) 751-6820
                   Email: ssuper@wanderlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $50 million to $100 million

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


ROBERT WARFIELD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Robert Warfield, Sr.
         10481 Golf Course Rd.
         Ocean City, MD 21842

Bankruptcy Case No.: 08-20909

Chapter 11 Petition Date: August 26, 2008

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Morton A. Faller, Esq
                      Email: mfaller@srgpe.com
                   Shulman Rogers Gandal Pordy & Ecker, PA
                   11921 Rockville Pike, Ste. 300
                   Rockville, MD 20852
                   Tel: (301) 231-0928
                   Fax: (301) 230-2891
                   http://www.srgpe.com/

Estimated Assets: $10,000,000 to $50,000,000

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

Debtor's 20 Largest Unsecured Creditors:

    Entity                      Nature of Claim       Claim Amount
    ------                      ---------------       ------------
PNC Bank National Association  Acquisition loan      $4,857,755
P.O. Box 340777                (Guarantors)
Pittsburgh, PA 15230-7777

                                Marina building loan  $4,016,049
                                I (Guarantors)

                                Line of Credit        $3,012,917
                                (Guarantors)

                                Golf course rehab     $3,012,917
                                loan (Guarantors)

                                Marina building       $1,811,344
                                loan II (Guarantors)

                                Water & sewer         $1,790,577
                                projects loan
                                (Guarantors)

                                Office building term  $725,306
                                loan (Guarantors)

M&T Bank                       Loan made to Ocean    $6,832,721
25 South Charles St., 18th 25  Pines Independent
Fl.                            Living, LLC--
Attn: Kevin Giusti             Warfields are
Baltimore, MD 21201            Guarantors

Bunting Construction Corp.,    Marina building       $206,467
Inc.
32996 Lighthouse Rd.
Ocean View, DE 1997

Calvin B. Taylor Banking Co.   Personal Line of      $40,000
                                Credit

Atlantic Group & Associates,   Engineering           $17,693
Inc.                           services

Superior Outdoor Signs, Inc.   Advertising           $7,900

Comcast Spotlight              Advertising           $7,123

Bank of America VISA           Credit Card           $2,762

Captain's Cove Golf & Yacht    Marina electric       $2,506
Club

BIC, Inc.                      Fill dirt on lot      $2,000

Lynch Printing, LLC            Advertising           $1,693

Chesapeake Outdoor             Advertising           $949

Sharp Energy                   Propane               $887

D3 Corp.                       Advertising           $700


RONALD HUCH: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ronald O. Huch
         Barbara Ann Huch
         1473 Windsong Place
         Morgan Hill, CA 95037

Bankruptcy Case No.: 08-54296

Chapter 11 Petition Date: August 6, 2008

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Henry B. Niles, III, Esq.
                   Law Offices of Henry B. Niles III
                   340 Soquel Avenue, Suite105
                   Santa Cruz, CA 95062
                   Tel: (831) 457-4545
                   E-mail: ecf-niles@hbniles.com

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

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

A copy of the Debtor's petition is available for free at:

             http://bankrupt.com/misc/canb08-54296.pdf


ROYAL PALM: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Royal Palm Land Holdings of Starke LLC
         2400 North Commerce Parkway
         Suite 305
         Weston, FL 33326

Bankruptcy Case No.: 08-21448

Chapter 11 Petition Date: August 13, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Thomas L. Abrams, Esq.
                   1776 North Pine Island Road, Suite 309
                   Plantation, FL 33322
                   Tel: (954) 523-0900
                   E-mail: tabrams@tabramslaw.com

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

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

A copy of the Debtor's petition is available for free at:

             http://bankrupt.com/misc/flsb08-21448.pdf


RUBEN SALAZAR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Ruben Salazar
         2502 Emerald Lake Drive
         Harlingen, TX 78550

Bankruptcy Case No.: 08-10405

Chapter 11 Petition Date: August 4, 2008

Court: Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Eduardo V. Rodriguez, Esq.
                   (evrcourt@malaiselawfirm.com)
                   Malaise Law Firm
                   1265 North Expressway 83
                   Brownsville, TX 78521
                   Tel: (956)547-9638
                   Fax: (956)547-9630

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

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

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


SAGECREST FINANCE: Wants to Access Deutsche Bank Cash Collateral
----------------------------------------------------------------
SageCrest Finance LLC and its affiliate SageCrest II LLC seek
permission from the the U.S. Bankruptcy Court for the
District of Connecticut (Bridgeport) to use the cash collateral
securing repayment of $107 million in loans from Deutsche Bank AG.

Bloomberg, citing court papers filed on August 22, says the
Debtors paid the bank $107 million from $240 million during the
preceding 10 months.

Greenwich, Connecticut-based SageCrest Financial LLC is managed
by Windmill Management LLC.   The company provides short-term
financing.  SageCrest Financial and SageCrest II LLC filed their
chapter 11 petition on Aug. 17, 2008 (Bankr. Conn. Case Nos. 08-
50755 and 08-50754).  James Berman, Esq., at Zeisler and Zeisler
P.C., represents the Debtors in their restructuring efforts.  The
Debtors listed assets between $100 million and $500 million and
debts between $1 million and $10 million.

According to the Troubled Company Reporter, the Debtor's counsel
said that SageCrest Financial sought bankruptcy protection in
order to avoid a foreclosure sale initiated by Deutsche Bank AG,
which is owed $7 million.


SEMGROUP LP: U.S. Trustee, Panel Balk at Blackstone Fee Structure
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors, joined by Titan
Energy, Inc., Loren Gas, Inc., Winstar Energy I, LP, and Texon
Energy, L.P., objects to the application of SemGroup, L.P. and its
debtor-affiliates to hire Blackstone Advisory Services L.P., as
their investment banker, arguing that Blackstone's proposed fee
structure cannot be approved because they encourage a specific
course of action for the benefit of one creditor group.

Specifically, the Committee believes that the Transaction Fee
improperly incentivizes Blackstone to pursue quick asset sales,
without fully exploring any restructuring options.

Representing the Committee, Bonnie Glantz Fatell, Esq., at Blank
Rome LLP, in Wilmington, Delaware, relates that Bank of America,
as administrative DIP agent, has required to reduce Blackstone's
Restructuring Fee to $15,000,000, while holding its Transaction
Fee at 1.0% of proceeds.  Thus, unless Blackstone believes that
selling the Debtors will yield less than $1,500,000,000,
Blackstone will always profit from a sale, as opposed to a
restructuring, Ms. Fatell says.

The Committee insists that Blackstone's fee structure should be
modified, so that Blackstone's incentives and restructuring
options are balanced, and will result in the estates', not
BofA's, best interests.  In addition to the improper incentives
created by the BofA-approved fee structure, the Committee argues
that restructuring fees as high as $15,000,000 are reserved for
larger cases.

Blackstone's liquidation premium of a 1.0% of every dollar
realized for the Debtors' assets is atypical and contrary to
customary norms.  The Debtors cannot justify a 1.0% flat fee on
the basis that the Debtors' assets are as a series of unrelated
stand-alone assets that could each attract their own buyer, Ms.
Fatell argues.

The Committee asks Judge Brendan L. Shannon of the U.S. Bankruptcy
Court for the District of Delaware to hold the Debtors to their
fiduciary duties owed to all creditors, not just the senior and
secured creditors, and consider the Blackstone Application as
presented in its objection.

Roberta A. DeAngelis, Acting United States Trustee for Region 3,
also opposes the employment of Blackstone, to the extent that
Blackstone sees extraordinary fees related to its involvement in
raising debt financing, raising equity financing, consummating a
restructuring and consummating a transaction.

The U.S. Trustee objects to the provisions that provide
Blackstone with a liability cap, because they fail to conform to
applicable Third Circuit law.  The liability cap protects
Blackstone's exposure if it is not entitled to indemnity,
limiting its damages to the fees it actually received.

Moreover, the U.S. Trustee argues that the Court must prohibit the
limitation of liability provisions and the payment of
indemnification under certain circumstances.  The U.S. Trustee
also objects to Blackstone's request for a $100,000 replenishing
expense advance.

The U.S. Trustee states that under any standard, Blackstone's
requested fees are extraordinary and outside of the range of
reasonableness.  She insists that Blackstone is inappropriately
seeking the approval overly broad indemnification provisions,
improper limitation of liability provisions, a waiver of its
obligation to file fee applications, and a waiver of its
obligation to provide support for reimbursement of expenses.

Accordingly, The U.S. Trustee asks the Court to deny the
Blackstone Application.

                           BofA Responds

BofA tells the Court that it has negotiated substantial economic
improvements to Blackstone's proposed fees that will benefit all
creditors.  There was no other agenda than a fee reduction, since
the fees will be paid using collateral from the Debtors'
prepetition lenders, BofA says.

BofA concedes that the Debtors' Chapter 11 cases are dictated by
their determination of the best way to maximize their estates,
and not by BofA as their agent.

In addition, BofA tells Judge Shannon that the Committee had
actively participated in and supported the Debtors' request to use
the cash collateral and obtain DIP financing for the purpose of
enhancing the sale process.

The Committee counters that the BofA's business relationship with
the Debtors is "no ordinary borrower-lender relationship."  This
relationship undercuts the Committee's assurance that decisions
on the Debtors' restructuring are being made by the Debtors'
officers, and not their advisors whose financial motivations are
engineered to force a quick break-up and sale, David W.
Carickhoff, Esq., at Blank Rome LLP, in Wilmington, Delaware,
proposed counsel for the Committee, argues.  The Committee
believes that the Debtors' advisors must be free from all
potential adverse interests to the estates.

In support of BofA, the Debtors remind the Court that Section
328(a) of the Bankruptcy Code allows them to employ professionals
on reasonable terms and conditions.  The Debtors insist that the
economic terms of the Blackstone Application is reasonable.

The Debtors maintain that the transactions under which Blackstone
will earn its fees will be subject to the Court's approval.  Thus
the Application is inherently reasonable, because the Court will
be asked to make a ruling contrary to law.

             Court Wants Changes to Proposed Order

According to The Journal Record, Tom Becker, the Debtors'
spokesman said Judge Shannon has already authorized the Debtors
to employ Blackstone as their investment banker.  However, no
written order has yet been filed with the Court.

Mr. Becker, according to the report, said Blackstone and the
Debtors agreed to change one component of the fee structure.
Instead of Blackstone receiving 1% for every transaction,
Blackstone's fees will range from 1% for transactions not
reaching $500,000,000 and 0.45% for transactions amounting from
at least $2,500,000,000 to less than $3,000,000,000, the report
said.

The restructuring fee has also been reduced from $20,000,000 to
$15,000,000, and a monthly fee will be due to Blackstone for the
first six months, the report added.  The Debtors initially
proposed an $350,000 monthly fee.

                         About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.  Margot B.
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: Oil Suppliers Demand Payment, Return of Deliveries
---------------------------------------------------------------
LCS Production Co., sells oil to SemCrude, L.P., pursuant to a
contract dated April 2, 2008.  Under the Contract, SemCrude
agreed to remit the purchase price to LCS on the 20th of the
month following the delivery.

According to Michael J. Joyce, Esq., at Cross & Simon, LLC, in
Wilmington, Delaware, SemCrude has not paid LCS for oil sold in
June and July 2008, which totals $5,152,184.  Pursuant to Section
9.343 of the Texas Business & Commerce Code, Mr. Joyce asserted
that LCS holds a security interest and lien in the Oil, which
extends to all proceeds resulting from any sale of the Oil.  He
notes that LCS has not consented to any sale of the the Oil or
any cash receivable from that sale.

LCS asked the U.S. Bankruptcy Court for the District of Delaware
to adjudicate and determine that LCS is the owner of a first and
prior security interest and lien in the Oil.  SemCrude should also
provide an accounting on the status of the Oil.  Further, LCS
seeks a determination of the amount of its secured claim, and a
determination that all the proceeds from the sale of the Oil will
be used only to pay LCS, and should not be deemed a property of
the Debtors' estate.

Further, LCS sought the turnover of all property in the Debtors'
possession that represents the Oil, and asked the Court to issue a
preliminary and permanent injunction on the Debtors, precluding
them from using, dissipating or disbursing the Oil.

In a separate filing, Linn Energy Holdings sought the payment of
its administrative expense claim against SemMaterials, L.P. and
its debtor-affiliates, pursuant to Sections 503(b)(9) and 546(c).

Linn Energy said it is owed $1,263,396 for goods it delivered to
the Debtors within 45 days before the bankruptcy filing, including
$618,714 for goods it delivered within 20 days before the
bankruptcy filing.

Linn Energy has filed with the Court a notice of reclamation
demand.

New Dominion, L.L.C., and SemCrude, L.P., are parties to a
contract under which SemCrude purchases all of the Oklahoma Sweet
Crude Oil produced by New Dominion and its partners.  Pursuant to
the Contract, New Dominion sold the Oil to SemCrude during June
and July 2008.  New Dominion delivered 21,183 barrels of Oil for
$2,617,420 in June, and 29,100 barrels in July.  In addition, New
Dominion also delivered 7,500 barrels after the bankruptcy filing.

According to William D. Sullivan, Esq., at Sullivan Hazeltine
Allinson LLC, in Wilmington, Delaware, New Dominion has not yet
received a final accounting as to the exact amounts delivered in
July, and is unable to place an exact value on the July
Deliveries.  However, New Dominion believes that the July
Prepetition Delivery has an approximate net value of $5,000,000,
and the July Postpetition Delivery has an approximate net value
of $1,000,000.

Mr. Sullivan argued that any cash received by SemCrude as a
result of the sale of the Oil constitutes cash collateral,
pursuant to Section 363 of the Bankruptcy Code.

New Dominion demands that the SemCrude provide an accounting of
the sale of the Oil, and turn over any proceeds from the sale.
New Dominion asks the Court to enter a temporary restraining
order and a preliminary injunction, enjoining the SemCrude from
using the proceeds.

Additionally, Vitol, Inc., and SemCrude, L.P., entered into the
Crude Oil Storage Service Agreement dated June 1, 2008, under
which Vitol owes a $930,000 debt for August 2008.

Vitol has filed an interpleader action against SemCrude, SemGroup
Crude Storage, L.L.C., and SemGroup Energy Partners, L.L.C.,
stating that it seeks to pay the August Payment, but is not able
to determine to which Debtor should it should make the payment.

According to Stephen M. Miller, Esq., at Morris James LP, in
Wilmington, Delaware, SemCrude and SGEP entered into a purchase
and sale agreement, executed on May 30, 2008.  Pursuant to the
Sale Agreement, SemCrude and SGCS executed an assignment of
third-party storage agreement on May 30, 2008.  Mr. Miller noted
that the parties may have claims related to the Storage
Agreement, which became effective two days later.

Mr. Miller asserted that Vitol was invoiced by SGEP for storage
fees for June, July, and August 2008.  Vitol has made payments to
SGEP for services for June and July.  Vitol is concerned that
that SGCS, and not SGEP, is SemCrude's actual assignee under the
Storage Agreement.  He represents that Vitol is uncertain of any
claims SemCrude might assert as the original party to the Storage
Agreement.  Vitol maintained that although it wishes to perform
under the Storage Agreement, it also seeks to avoid multiple
liabilities.

Vitol asked the Court to declare the June and July 2008
obligations as satisfied by virtue of the prior payments to SGEP.
Vitol also sought the Court's permission to pay the August Payment
into the Court's registry, and asked the Court to require the
SemGroup, SGCS, and SGEP to settle among themselves their rights
to the payments under the Storage Agreement.

Titan Energy, Inc., Winstar Energy, Inc., Loren Gas, Inc., Double
D Eael, LLC, Texon Energy, L.P., and Texas Energy Nos. 42-24 to
24-38, delivered crude oil to SemCrude, L.P., for $2,904,144,
which remained outstanding as of the bankruptcy filing.

Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow LLP, in
Wilmington, Delaware, told the Court that Titan holds a security
interest in the oil, and cash received by the Debtors from the
sale of the oil constitutes cash collateral under Section 363 of
the Bankruptcy Code.

Accordingly, Titan asked the Court to direct the Debtors provide
an accounting for the delivered oil and to pay all the amounts
due.

                         About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq. at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq. and Sylvia A.
Mayer, Esq. at Weil Gotshal & Manges LLP, represent the Debtors in
their restructuring efforts.  Kurtzman Carson Consultants L.L.C.
is the Debtors' claims agent.  The Debtors' financial advisors are
The  Blackstone Group L.P. and A.P. Services LLC.  Margot B.
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SEMGROUP LP: HSBC, et al., Disclose Interest in Bankruptcy Case
---------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, three professionals disclose representations with
respect to certain parties-in-interest in the Debtors' chapter 11
cases:

    * HSBC Bank USA, National Association;
    * Werb & Sullivan; and
    * Russell R. Johnson III, Esq.

Representing HSBC, Douglas L. Furth, Esq., at Gelenbock Eiseman
Assor Bell & Peskoe LLP, in New York, stated that HSBC, as
successor indenture trustee for the Debtors' 8.75% senior notes
due 2015, does not own any legal or beneficial claim against the
Debtors, other than claims arising in connection with the Notes.

Mr. Furth further disclosed that the holders of the notes have
claims under the Indenture for unpaid principal and interest.
The Notes are issued and outstanding for a $600,000,000 aggregate
principal amount.

Duane D. Werb, Esq., at Werb & Sullivan in Wilmington, Delaware,
stated that his firm represents seven secured creditors in the
Debtors' cases before the bankruptcy filing, which engaged in
prepetition transactions with SemCrude, L.P.:

      Creditor                             Claim Amount
      --------                             ------------
      LCS Production Company                $5,438,825
      Star Production, Inc.                  3,042,438
      Southlake Exploration, Inc.              204,930
      Spalding Energy, Inc.                    133,386
      Bell Energy                               72,113
      Tracker Mineral, LLC                      63,231
      B L Oil Company, Inc.                     45,715
      Holley Operating, L.L.C.                  45,522

Mr. Werb noted that the firm expects the Debtors to list the
creditors in its Schedules of Assets and Liabilities.  The
amounts may not agree with those listed by the Debtors, and the
Creditors reserve the right to file claims asserting the amounts
based on their business records.

Russell R. Johnson III, Esq., disclosed that he represents six
creditors that assert unsecured claims arising from prepetition
utility usage:

    * American  Electric  Power,
    * Carolina  Power & Light Company,
    * Southern California Edison Company,
    * Southern California Gas Company,
    * Virginia Electric and Power Company, and
    * Westar Energy.

                         About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq. at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq. and Sylvia A.
Mayer, Esq. at Weil Gotshal & Manges LLP, represent the Debtors in
their restructuring efforts.  Kurtzman Carson Consultants L.L.C.
is the Debtors' claims agent.  The Debtors' financial advisors are
The  Blackstone Group L.P. and A.P. Services LLC.  Margot B.
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

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


SHERWOOD RESOURCES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sherwood Resources LLC
         dba Sherwood United LLC
         1771 Upland Dr., Suite 104
         Houston, TX 77043

Bankruptcy Case No.: 08-35528

Type of Business: The Debtor is a group of oil and gas land
                   experts.   The company is composed of
                   professionals drawn from the top ranks of title
                   experts, surveyors, digital imaging and aerial
                   photogrammetrics specialists.  The company is
                   focused solely on leasehold, mineral and royalty
                   acquisition in proven fields and trends.
                   See: http://www.sherwoodresources.com/

Chapter 11 Petition Date: August 26, 2008

Court: Southern District of Texas (Houston)

Debtor's Counsel: Patrick D. Devine, Esq.
                   (pdevine@pdevinelaw.com)
                   4615 SW Fwy, Ste 405
                   Houston, TX 77027
                   Tel: (832) 251-2722
                   Fax: (832) 251-2724

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

               http://bankrupt.com/misc/txsb08-35528.pdf


SHOE PAVILION: Gets Nasdaq's Delisting Notice Effective Sept. 2
---------------------------------------------------------------
The Nasdaq Stock Market, Inc. has determined to remove from
listing the common stock of Shoe Pavilion, Inc., effective at the
opening of the trading session on September 2, 2008.

Based on a review of the information provided by the company,
Nasdaq Staff determined that the company no longer qualified for
listing on the Exchange pursuant to Marketplace Rules 4300,
4450(f), and IM-4300.

The company was notified of the Staffs determination on July 17,
2008.  The company did not appeal the Staff determination to the
Hearings Panel, and the Staff determination to delist the company
became final on July 28, 2008.

                      About Shoe Pavilion Inc.

Headquartered in Sherman Oaks, California, Shoe Pavilion, Inc.
(NasdaqGM: SHOE) -- http://www.shoepavilion.com/-- sells branded
footwear and accessories.  The company operates 115 stores in
Washington, Oregon, California, Arizona, Nevada, Texas and New
Mexico.

The company and its affiliate, Shoe Pavilion Corporation filed for
Chapter 11 protection on July 15, 2008 (Bankr. C.D. Calif. Case
No. 08-14939).  Ron Bender, Esq., at Levene, Neale, Bender, Rankin
& Brill L.L.P. represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its creditors
it listed $60,994,000 in total assets and $27,000,000 in total
debts.


SOUTH STREET: S&P Puts 'CC' Rating on Cl. A-4A, A-4C and A-4L
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A-3 and A-3L notes issued by South Street CBO 2000-1 Ltd., a
high-yield arbitrage collateralized bond obligation (CBO)
transaction, and removed them from CreditWatch, where they were
placed with positive implications on Aug. 1, 2008.

After reviewing the results of cash flow runs to determine the
level of future defaults the rated tranches can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the notes,
Standard & Poor's has determined that the ratings currently
assigned to the class A-3 and A-3L notes remain consistent with
the amount of credit enhancement available.

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH POSITIVE

South Street CBO 2000-1 Ltd.

              Rating                      Balance (mil. $)
  Class      To       From               Original   Current
  -----      --       ----               --------   -------
  A-3        BBB+     BBB+/Watch Pos         30.0    12.332
  A-3L       BBB+     BBB+/Watch Pos         15.0     6.166

OTHER OUTSTANDING RATINGS

South Street CBO 2000-1 Ltd.

                                         Balance (mil. $)
  Class       Rating                    Original     Current
  -----       ------                    --------     -------
  A-4A        CC                             8.0         8.0
  A-4C        CC                            10.0        10.0
  A-4L        CC                            20.0        20.0

TRANSACTION INFORMATION

Issuer:                South Street CBO 2000-1 Ltd.
Co-issuer:             South Street CBO 2000-1 Corp.
Collateral manager:    Columbia Management Advisors Inc.
Investment manager:    Colonial Advisory Services Inc.
Underwriter:           Bear Stearns Cos. Inc. (The)
Indenture trustee:     JPMorgan Chase Bank N.A.
Cap provider:          Wells Fargo Bank N.A.
Hedging counterparty:  Wells Fargo Bank N.A.


SOUTHEAST WAFFLES: Has Accounting Irregularities; Files Bankruptcy
------------------------------------------------------------------
SouthEast Waffles LLC filed for Chapter 11 protection with the
U.S. Bankruptcy Court in Tennessee, the Nashville Business Journal
reports.

Jim Shaub, the Debtor's CEO, related that the company has
discovered accounting irregularities, and that they are still
investigating this issue and the departure of their chief
accountant, according to the Journal.

Based in Nashville, Tennessee, SouthEast Waffles LLC is a
franchisee of the Waffle House restaurants --
http://www.wafflehouse.com/-- and operates more than 100 Waffle
House outlets in Alabama, Mississippi, Kentucky, and Tennessee.
The company employs around 2,100 employees.


STELLAR MANAGEMENT: S&P Keeps Class K 'CCC' Rating on Watch Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on 29 classes
from three commercial mortgage-backed securities and commercial
real estate collateralized debt obligation transactions remain on
CreditWatch with negative implications, where they were placed
Aug. 18, 2008, due to concerns with financing for the Riverton
Apartments asset.  The ratings remain on CreditWatch negative
while S&P monitors the workout process for this loan and analyze
the related interim-2008 financial reporting.

"The Riverton Apartments loan is the sixth-largest loan in the CD
2007-CD4 transaction ($225 million, 3%) and is secured by a 1,230-
unit apartment complex in Harlem, N.Y. In addition to the senior
debt, the equity interests of the borrower are secured by a $25
million mezzanine loan (3%) that serves as collateral in the CBRE
Realty Finance CDO 2007-1 Ltd. transaction. The master servicer
for the loan, Wachovia Bank N.A. (Wachovia), transferred the loan
to CWCapital on Aug. 8, 2008, after the borrower gave notice that
it would not be able to make the Sept. 1, 2008, debt service
payment," S&P says.

"Standard & Poor's has been in a dialogue with CWCapital over the
past week, during which we learned that CWCapital met with
representatives from Stellar Management (Stellar) and CBRE Realty
Finance to discuss the workout process. Stellar has proposed a
loan modification to CWCapital. The borrower has indicated that it
would pay the Sept. 1, 2008, debt service payment without a
disbursement from the two $2.5 million letters of credit (LOCs)
that are controlled by CWCapital and has also indicated it may be
prepared to contribute additional capital. Although the parties
are now analyzing the proposed loan modification, other workout
strategies remain possible, including foreclosure," S&P says.

CWCapital conducted a site inspection last week and found the
property to be in good condition. The lobbies feature marble
floors, and the renovated
units have granite countertops, stainless steel appliances, and
new kitchen cabinets. As of June 30, 2008, the property was 97.4%
occupied, unchanged from issuance, and 128 of the units had been
converted to market rents, up from 55 at issuance. The borrower
reported that the annual unit conversion rate was approximately
5%, which is in line with Standard & Poor's expectations but 50%
lower than the borrower's projections at issuance.

"Standard & Poor's will update or resolve the CreditWatch
placements when the workout process is closer to completion. At
that time, we will complete our review of the loan modification's
effect on the transactions, as well as the credit characteristics
of the remaining assets in the pools," S&P relates.

RATINGS REMAINING ON CREDITWATCH NEGATIVE

CD 2007-CD4 Commercial Mortgage Trust
Commercial mortgage pass-through certificates

             Rating

  Class  Rating           Credit enhancement (%)
  -----  ------           ----------------------
  E      A+/Watch Neg                       7.64
  F      A/Watch Neg                        6.89
  G      A-/Watch Neg                       5.89
  H      BBB+/Watch Neg                     4.76
  J      BBB/Watch Neg                      3.76
  K      BBB-/Watch Neg                     2.63

ACAS CRE CDO 2007-1 Ltd.
CRE CDO

  Class       Rating
  -----       ------
  C-FX        A/Watch Neg
  C-FL        A/Watch Neg
  D           A-/Watch Neg
  E-FX        BBB+/Watch Neg
  E-FL        BBB+/Watch Neg
  F-FX        BBB-/Watch Neg
  F-FL        BBB-/Watch Neg
  G-FX        BB+/Watch Neg
  G-FL        BB+/Watch Neg
  H           B+/Watch Neg
  J           B-/Watch Neg
  K           CCC/Watch Neg

CBRE Realty Finance CDO 2007-1 Ltd.
CRE CDO

  Class  Rating
  -----  ------
  C      A+/Watch Neg
  D      A/Watch Neg
  E      A-/Watch Neg
  F      BBB+/Watch Neg
  G      BBB/Watch Neg
  H      BBB-/Watch Neg
  J      BB+/Watch Neg
  K      BB/Watch Neg
  L      BB-/Watch Neg


STEVE & BARRY'S: Schedules Filing Deadline Extended to Sept. 3
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approved a request by Steve and Barry's LLC and its
debtor-affiliates to further extend the time within which they may
file their schedules of assets and liabilities, statements of
financial affairs and related documents, for an additional 20
days, through and including September 3, 2008.

The Debtors have been diligently working on the Schedules and
have made significant progress.  However, they will not be able
to complete their Schedules by the current deadline, Shai Y.
Waisman, Esq., at Weil, Gotshal & Manges LLP, in New York,
related.

According to Mr. Waisman, two factors hampered the Debtors'
progress:

    (i) The Debtors' finance department has limited personnel, who
        are working diligently to complete the Schedules in
        addition to their day-to-day duties; and

   (ii) The finance department has been tasked with a number of
        additional responsibilities to help stabilize the Debtors'
        postpetition operations, including working to preserve
        vendor relations, collecting a list of creditors, and
        establishing and maintaining postpetition financial
        operations.

Moreover, the finance department is in the process of preparing
the Debtors' business for a sale, he added.

The Debtors have discussed the proposed extension with the
Official Committee of Unsecured Creditors and the United States
Trustee for the Southern District of New York, and each has
consented to the request.

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

When the Debtors filed for bankruptcy, it listed $693,492,000 in
total assets and $638,086,000 in total debts.


STONE TOWER: S&P Affirms 'BB' Rating on Class D Securities
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2 and B notes issued by Stone Tower CLO II Ltd., a high-yield
arbitrage collateralized loan obligation (CLO) managed by Stone
Tower Debt Advisors. Concurrently, S&P affirmed its rating on the
class C notes and removed its ratings on the class A-2, B, and C
notes from CreditWatch with positive implications, where they were
placed Aug. 1, 2008.

The raised ratings reflect factors that have positively affected
the credit enhancement available to support the notes. These
factors include the delevering of the transaction through the
paydown of approximately 60% of the class A-1 notes since the
reinvestment period ended in October 2006. According to the most
recent trustee report (dated July 17, 2008), the class A
overcollateralization ratio was 142.69% and the class B
overcollateralization ratio was 131.00%. S&P affirmed its rating
on the class C notes because the notes have sufficient enhancement
to maintain the current rating.

RATINGS RAISED AND REMOVED FROM CREDITWATCH POSITIVE

Stone Tower CLO II Ltd.

             Rating                     Balance (mil. $)
  Class    To      From               Current     Previous
  -----    --      ----               -------     --------
  A-2      AAA     AA/Watch Pos        10.00         10.00
  B        AA      A/Watch Pos          9.50          9.50

RATING AFIRMED AND REMOVED FROM CREDITWATCH POSITIVE

Stone Tower CLO II Ltd.

             Rating                     Balance (mil. $)
  Class    To      From               Current     Previous
  -----    --      ----               -------     --------
  C        BBB     BBB/Watch Pos        12.00        12.00

OTHER OUTSTANDING RATINGS

Stone Tower CLO II Ltd.

  Class      Rating        Balance (mil. $)
  -----      ------        ----------------
  A-1        AAA                     96.496
  D          BB                       8.000

TRANSACTION INFORMATION

Issuer:            Stone Tower CLO II Ltd.
Co-issuer:         Stone Tower CLO II Corp.
Current manager:   Stone Tower Debt Advisors
Underwriter:       Credit Suisse First Boston Corp.
Trustee:           US Bank Corporate Trust Services
Transaction type:  Arbitrage high-yield CLO

TRANCHE INFORMATION

Date (M/YYYY)                      8/2008
A-1 note bal. (mil. $)             96.496
A-2 note bal. (mil. $)              10.00
Class A O/C ratio (%)              142.69
Class B note bal. (mil. $)          9.500
Class B O/C ratio (%)              131.00
C note bal. (mil. $)                12.00
Class C O/C ratio (%)              118.72
D note bal. (mil. $)                 8.00
Class D O/C ratio (%)              111.73

  O/C -- Overcollateralization.


STRUCTURED ARM: S&P Junks Ratings on 20 Classes of Securities
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 35
classes from 14 Structured Adjustable Rate Mortgage Loan Trust
transactions.

"In addition, we removed one of the lowered ratings from
CreditWatch with negative implications and affirmed our ratings on
274 other classes from these transactions.  These 14 series are
all U.S. prime jumbo residential mortgage-backed securities
transactions issued in 2004," S&P says.

The lowered ratings reflect projected credit support which will
likely be insufficient to support the ratings at their current
levels. Based on the dollar amount of loans currently in the
delinquency pipeline, losses are projected to further reduce
credit enhancement. In addition, for those classes downgraded to
'CCC', current credit support may not be sufficient to fully cover
projected losses, due to high delinquencies and adverse collateral
performance.

The rating affirmations reflect actual and projected credit
enhancement percentages that are sufficient to support the current
ratings.

"We will continue to monitor these transactions and will adjust
the ratings on the remaining classes if the available credit
support is no longer sufficient to support the current ratings,"
S&P relates.

RATINGS LOWERED

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-1

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B5         86359BHD6     CCC            B

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-2

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B5         86359BLW9     CCC            B

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-4

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B5         86359BPK1     CCC            B

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-5

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B5         86359BQH7     CCC            B

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-6

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B5         86359BTV3     CCC            B

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-8

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B4         86359BWY3     BB-            BB
B5         86359BWZ0     CCC            B

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-10

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B4         86359BYP0     B              BB
B5         86359BYQ8     CCC            B

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-12

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B7         863579BJ6     B              BB
B8         863579BK3     CCC            B

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-14

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B7         863579DB1     B              BB
B8         863579DC9     CCC            B

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-15

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B4         863579DL9     CCC            BB

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-16

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B6         863579FJ2     BBB-           BBB
B7         863579FL7     CCC            BB
B8         863579FM5     CCC            B

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-18

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B6         863579GP7     BB             BBB
B6X        863579GQ5     BB             BBB
B7         863579GR3     BB-            BBB
B7X        863579GS1     BB-            BBB
B8         863579GU6     CCC            BB
B8X        863579GV4     CCC            BB
B9         863579GW2     CCC            B

Structured Adjustable Rate Mortgage Loan Trust Series 2004-19
Series 2004-19

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B7-I       863579JT6     CCC            BB
B8-I       863579JU3     CC             B
B8-II      863579JX7     CCC            B

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-20

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B7         863579HU5     BBB-           A-
B7X        863579HY7     BBB-           A-
B8         863579HV3     BB             BBB
B8X        863579HW1     BB             BBB
B9         863579HX9     BB-            BBB
B10        863579JA7     CCC            BB
B11        863579JB5     CCC            B

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-15

                               Rating
Class      CUSIP         To             From
-----      -----         --             ----
B5         863579DM7     CCC            B/Watch Neg

RATINGS AFFIRMED

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-1

Class      CUSIP         Rating
-----      -----         ------
1-A        86359BFY2     AAA
2-A        86359BFZ9     AAA
2-AX       86359BGA3     AAA
3-A1       86359BGB1     AAA
3-A2       86359BGC9     AAA
3-A3       86359BGD7     AAA
4-A1       86359BGF2     AAA
4-A2       86359BGG0     AAA
4-A3       86359BGH8     AAA
4-A5       86359BGK1     AAA
4-AX       86359BGL9     AAA
4-PAX      86359BGM7     AAA
5-A        86359BGN5     AAA
5-AX       86359BGP0     AAA
6-A        86359BGQ8     AAA
B1-I       86359BGS4     AA
B1X-I      86359BGT2     AA
B1-II      86359BGW5     AA
B1X-II     86359BGX3     AA
B2-I       86359BGU9     A
B2X-I      86359BGV7     A
B2-II      86359BGY1     A
B3         86359BHA2     BBB
B4         86359BHC8     BB
4-A4       86359BGJ4     AAA
6-AX       86359BGR6     AAA

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-2

Class      CUSIP         Rating
-----      -----         ------
1-A1       86359BKY6     AAA
1-A2       86359BKZ3     AAA
1-AX       86359BLA7     AAA
2-A        86359BLB5     AAA
3-A        86359BLC3     AAA
3-AX       86359BLD1     AAA
4-A1       86359BLE9     AAA
4-A2       86359BLF6     AAA
4-A3       86359BMC2     AAA
4-AX       86359BLG4     AAA
4-PAX      86359BLH2     AAA
5-A        86359BLJ8     AAA
5-AX       86359BLK5     AAA
B1-I       86359BLL3     AA
B1X-I      86359BLM1     AA
B1-II      86359BLQ2     AA
B2-I       86359BLN9     A
B2X-I      86359BLP4     A
B2-II      86359BLS8     A
B3         86359BLT6     BBB
B4         86359BLV1     BB

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-4

Class      CUSIP         Rating
-----      -----         ------
1-A1       86359BNL1     AAA
1-A2       86359BNM9     AAA
1-A3       86359BNN7     AAA
2-A        86359BNQ0     AAA
3-A1       86359BNT4     AAA
3-A2       86359BNU1     AAA
3-A3       86359BNV9     AAA
3-A4       86359BNW7     AAA
3-A5       86359BNX5     AAA
3-A6       86359BNY3     AAA
3-AX       86359BNZ0     AAA
3-PAX      86359BPA3     AAA
4-A        86359BPB1     AAA
4-AX       86359BPC9     AAA
5-A        86359BPD7     AAA
B1         86359BPE5     AA
B2         86359BPF2     A
B3         86359BPG0     BBB
B4         86359BPJ4     BB

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-5

Class      CUSIP         Rating
-----      -----         ------
1-A        86359BPM7     AAA
2-A        86359BPP0     AAA
3-A2       86359BPR6     AAA
3-A3       86359BPS4     AAA
3-A4       86359BPT2     AAA
3-A5       86359BPU9     AAA
3-A6       86359BPV7     AAA
3-AX       86359BPW5     AAA
3-PAX      86359BPX3     AAA
4-A        86359BPY1     AAA
4-AX       86359BPZ8     AAA
5-A        86359BQA2     AAA
5-AX       86359BQB0     AAA
B1         86359BQC8     AA
B2         86359BQD6     A
B3         86359BQE4     BBB
B4         86359BQG9     BB

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-6

Class      CUSIP         Rating
-----      -----         ------
1-A        86359BTA9     AAA
2-A        86359BTB7     AAA
3-A1       86359BTC5     AAA
3-A2       86359BVE8     AAA
3-A3       86359BVF5     AAA
4-A1       86359BTD3     AAA
4-A2       86359BTE1     AAA
5-A1       86359BTF8     AAA
5-A2       86359BTG6     AAA
5-A3       86359BTH4     AAA
5-A4       86359BTJ0     AAA
5-A5       86359BTK7     AAA
5-A6       86359BTL5     AAA
6-A        86359BTM3     AAA
B1         86359BTN1     AA
B1-X       86359BTP6     AA
B2         86359BTQ4     A
B2-X       86359BTR2     A
B3         86359BTS0     BBB
B4         86359BTU5     BB

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-8

Class      CUSIP         Rating
-----      -----         ------
1-A1       86359BWB3     AAA
1-A2       86359BWC1     AAA
1-A3       86359BWD9     AAA
2-A1       86359BWE7     AAA
2-A2       86359BWF4     AAA
3-A        86359BWG2     AAA
4-A        86359BWJ6     AAA
5-A3       86359BWN7     AAA
5-A4       86359BWP2     AAA
5-A4B      86359BXB2     AAA
5-A5       86359BWQ0     AAA
5-A5B      86359BXC0     AAA
5-A6       86359BWR8     AAA
5-A6B      86359BXD8     AAA
B1         86359BWS6     AA
B1-X       86359BWT4     AA
B2         86359BWU1     A
B2-X       86359BWV9     A
B3         86359BWW7     BBB

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-10

Class      CUSIP         Rating
-----      -----         ------
1-A1       86359BYK1     AAA
1-A2       86359BXZ9     AAA
1-A3       86359BYA3     AAA
2-A        86359BYB1     AAA
3-A1       86359BYC9     AAA
3-A2       86359BYD7     AAA
3-A3       86359BYE5     AAA
4-A        86359BYF2     AAA
4-AX       86359BYG0     AAA
B1         86359BYL9     AA
B1-X       86359BYH8     AA
B2         86359BYM7     A
B2-X       86359BYJ4     A
B3         86359BYN5     BBB

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-12

Class      CUSIP         Rating
-----      -----         ------
1-A1       863579AL2     AAA
1-A2       863579AM0     AAA
1-A3       863579BP2     AAA
2-A        863579AN8     AAA
3-A1       863579AP3     AAA
3-A2       863579AQ1     AAA
3-A3       863579BQ0     AAA
3-AX       863579AR9     AAA
4-A        863579AS7     AAA
5-A        863579AT5     AAA
6-A        863579AU2     AAA
7-A1       863579AV0     AAA
7-A2       863579AW8     AAA
7-A3       863579AX6     AAA
7-AX       863579AY4     AAA
8-A        863579AZ1     AAA
9-A        863579BA5     AAA
B1         863579BC1     AA+
B1-X       863579BD9     AA+
B2         863579BE7     AA
B2-X       863579BF4     AA
B3         863579BG2     AA-
B3-X       863579BT4     AA-
B4         863579BV9     A
B4-X       863579BU1     A
B5         863579BW7     A-
B6         863579BX5     BBB

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-15

Class      CUSIP         Rating
-----      -----         ------
A          863579DE5     AAA
B1         863579DF2     AA
B2         863579DG0     A
B3         863579DH8     BBB
BX         863579DJ4     BBB

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-14

Class      CUSIP         Rating
-----      -----         ------
1-A        863579CB2     AAA
2-A        863579CC0     AAA
3-A1       863579CD8     AAA
3-A2       863579CE6     AAA
3 AX       863579CF3     AAA
3-PAX      863579CG1     AAA
4-A        863579CH9     AAA
5-A1       863579CJ5     AAA
5-A2       863579CK2     AAA
5-AX       863579CL0     AAA
5-PAX      863579CM8     AAA
6-A        863579CN6     AAA
7-A        863579CP1     AAA
M          863579CQ9     AAA
MX         863579CR7     AAA
B1         863579CS5     AA+
B1-X       863579DP0     AA+
B2         863579CT3     AA
B2-X       863579CU0     AA
B3         863579CV8     AA-
B3-X       863579CW6     AA-
B-4        863579CX4     A
B-5        863579CY2     A-
B6         863579CZ9     BBB

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-16

Class      CUSIP         Rating
-----      -----         ------
1-A1       863579EF1     AAA
1-A2       863579EG9     AAA
1-A3       863579EH7     AAA
2-A        863579EJ3     AAA
3-A-1      863579EK0     AAA
3-A2       863579EL8     AAA
4-A        863579EP9     AAA
4-AX       863579EQ7     AAA
4-PAX      863579ER5     AAA
5-A1       863579ES3     AAA
5-A2       863579ET1     AAA
5-A3       863579EU8     AAA
5-AX       863579EV6     AAA
5-AIO      863579EW4     AAA
5-C        863579FP8     AAA
6-A        863579EX2     AAA
M          863579EY0     AAA
MX         863579EZ7     AAA
B1         863579FA1     AA+
B1X        863579FB9     AA+
B2         863579FC7     AA
B2X        863579FD5     AA
B3         863579FE3     AA-
B3X        863579FF0     AA-
B4         863579FG8     A
B5         863579FH6     A-

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-18

Class      CUSIP         Rating
-----      -----         ------
1-A1       863579FQ6     AAA
1-A2       863579FR4     AAA
1-A3       863579FS2     AAA
2-A        863579FT0     AAA
3-A1       863579FU7     AAA
3-A2       863579FV5     AAA
4-A1       863579FW3     AAA
4-A2       863579FX1     AAA
4-PAX      863579FZ6     AAA
5-A        863579GA0     AAA
5-AX       863579GB8     AAA
M          863579GC6     AA+
MX         863579GD4     AA+
B1         863579GE2     AA+
B1X        863579GF9     AA+
B2         863579GG7     AA
B2X        863579GH5     AA
B3         863579GJ1     AA-
B3X        863579GK8     AA-
B4         863579GL6     A
B5         863579GM4     A-
B5X        863579GN2     A-
4-AX       863579FY9     AAA

Structured Adjustable Rate Mortgage Loan Trust Series 2004-19
Series 2004-19

Class      CUSIP         Rating
-----      -----         ------
1-A1       863579JD1     AAA
1-A2       863579JE9     AAA
1-A2X      863579JF6     AAA
2-A1       863579JG4     AAA
2-A2       863579JH2     AAA
B1         863579JK5     AA
B2         863579JL3     AA
B3         863579JM1     A+
B4         863579JN9     A
B5         863579JP4     BBB+
B6         863579JQ2     BBB-
BX         863579JR0     BBB-
B7-II      863579JW9     BB

Structured Adjustable Rate Mortgage Loan Trust (SARML)
Series 2004-20

Class      CUSIP         Rating
-----      -----         ------
1-A1       863579GY8     AAA
1-A2       863579GZ5     AAA
1-A3       863579HA9     AAA
2-A1       863579HB7     AAA
2-A2       863579HC5     AAA
3-A1       863579HD3     AAA
3-A2       863579HE1     AAA
4-A        863579HF8     AAA
5-A        863579HG6     AAA
B1         863579HH4     AA+
B1X        863579HJ0     AA+
B2         863579HK7     AA+
B2X        863579HL5     AA+
B3         863579HM3     AA
B3X        863579HN1     AA
B4         863579HP6     AA
B4X        863579HQ4     AA
B5         863579HR2     AA-
B5X        863579HS0     AA-
B6         863579HT8     A


STUDIO THEATRE: Hopes Kidman's Comment to Spur Donation Momentum
----------------------------------------------------------------
Buffalo's struggling Studio Arena Theatre is gaining an unexpected
supporter, actress Nicole Kidman, according to WKBW-TV (N.Y.).

Ms. Kidman, speaking to reporters on the set of her latest film,
made some remarks about the importance of saving regional theaters
like Studio Arena, the report said, citing the London Mirror.

The report says now the theater is hoping that the publicity from
this will build some donation momentum.

Studio Arena had racked up nearly $3 million in debts, according
to the report.

Based in Buffalo, NY, Studio Theatre School is a not-for-profit
theater school and production company.  It filed for bankruptcy on
June 18, 2008 (Bankr. W.D.N.Y., Case No. 08-12680).  Garry M.
Graber, Esq., at Hodgson Russ LLP, represents the Debtor.  When
the Debtor filed for bankruptcy, it estimated both assets and
debts between $1 million and $50 million.


SUTTER CBO: S&P Affirms 'CCC' Rating on Class B-2 Securities
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-3L, B-1, and B-1L notes issued by Sutter CBO 2000-2 Ltd., a
high-yield arbitrage collateralized bond obligation (CBO)
transaction. Concurrently, S&P removed the rating on class A-3L
from CreditWatch with positive implications, where it was placed
on Aug. 1, 2008.  Lastly, S&P affirmed its ratings on classes A-2L
and B-2.

The raised ratings reflect factors that have positively affected
the credit enhancement available to support the notes since S&P
downgraded them in March 2003. These factors include the
delevering of the transaction through the paydown of the class A-
2L notes, which have paid down approximately $83.950 million since
March 2003. According to the most recent trustee report, dated
Aug. 17, 2008, the class A overcollateralization ratio is 215.12%,
compared with a reported ratio of 126.03% at the time of the last
downgrade.

RATING RAISED AND REMOVED FROM CREDITWATCH POSITIVE

Sutter CBO 2000-2 Ltd.

             Rating
  Class    To      From            Current bal. (mil. $)
  -----    --      ----            ---------------------
  A-3L     AAA     AA+/Watch Pos                  42.000

RATINGS RAISED

Sutter CBO 2000-2 Ltd.

            Rating
  Class    To      From        Current bal. (mil. $)
  -----    --      ----        ---------------------
  B-1      BB+     BB                         24.000
  B-1L     BB+     BB                         16.000

RATINGS AFFIRMED

Sutter CBO 2000-2 Ltd.

  Class            Rating             Current bal. (mil. $)
  -----            ------             ---------------------
  A-2L             AAA                               21.050
  B-2              CCC                               19.000

TRANSACTION INFORMATION

Issuer:              Sutter CBO 2000-2 Ltd.
Co-issuer:           Sutter CBO 2000-2 (Delaware) Corp.
Collateral manager:  Wells Fargo Bank N.A. South Dakota
Underwriter:         Bear Stearns Cos. LLC
Trustee:             Wells Fargo Bank N.A. South Dakota
Transaction type:    Arbitrage high-yield CBO

  TRANCHE                            PRIOR      CURRENT
  INFORMATION                        ACTION     ACTION
  -----------                        ------     -------
  Date (MM/YYYY)                     03/2003    08/2008
  A-2L note balance (mil. $)         105.00     21.05
  A-3L note balance (mil. $)         42.00      42.00
  B-1  note balance (mil. $)         24.00      24.00
  B-1L note balance (mil. $)         16.00      16.00
  B-2  note balance (mil. $)         19.00      19.00
  Class A O/C ratio (%)              126.03     215.12
  Class A O/C ratio min. (%)         118.00     118.00
  Class B1 O/C ratio (%)             106.77     130.09
  Class B1 O/C ratio min. (%)        108.00     108.00
  Class B2 O/C ratio (%)             99.35      108.95
  Class B2 O/C ratio min. (%)        103.00     103.00


SYMPHONY CLO: S&P Assigns 'BB' Rating on Class D Securities
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Symphony CLO VI Ltd./Symphony CLO VI Corp.'s $354.9
million floating-rate notes due 2019.

The preliminary ratings are based on information as of Aug. 27,
2008. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

      -- The expected level of credit support in the form of
subordination provided by the notes junior to the respective
classes and by the income notes;

      -- The transaction's expected excess spread;

      -- The cash flow structure, which was subjected to various
stresses requested by Standard & Poor's; and

      -- The transaction's legal structure, which includes the
issuer's bankruptcy remoteness.

PRELIMINARY RATINGS ASSIGNED
Symphony CLO VI Ltd./Symphony CLO VI Corp.

  Class                  Rating            Amount (mil. $)
  -----                  ------            ---------------
  A-1                    AAA                        285.00
  A-2                    AA                          24.80
  B                      A                           23.10
  C                      BBB                          8.00
  D                      BB                          14.00
  Income notes           NR                          30.37

   NR -- Not rated.


SYNTAX-BRILLIAN: Judge Tentatively Approves Assets Sale to TCV
--------------------------------------------------------------
William Rochelle of Bloomberg News reports that Syntax-Brillian
Corp. and its debtor-affiliates told the U.S. Bankruptcy Court for
the District of Delaware on Aug. 22 that it revised a proposed
order to incorporate the court's rulings at an Aug. 20 hearing,
where the judge tentatively approved the sale of assets to TCV
Industries Co. for the assumption of $60 million in secured debt.

The Troubled Company Reporter said on July 9, 2008, that the
Debtors entered into an asset purchase agreement to sell certain
of their assets to Olevia International Group, LLC, which is under
common ownership with TCV Group.  Under the terms of the
agreement, Olevia International will assume $60 million of the
Debtors' secured debt obligations to Silver Point Finance LLC in
exchange for the purchased assets.  Silver Point committed to
provide up to $23 million in debtor-in-possession financing to the
Debtors under a certain DIP credit and guaranty agreement.  The
Debtors were allowed to access at least $7.5 million in financing,
on an interim basis.

A full-text copy of the asset purchase agreement is available for
free at http://ResearchArchives.com/t/s?2f40

The parties that raised objections to the sale includes: A. Tanner
DeWitt, a Hong Kong law firm; Amr Mahmoud, a purported shareholder
; W. David Klemperer, another purported shareholder; Charles M.
Cerny; the city of St. Clair Shores Police and Fire Retirement
System, lead plaintiff in a class action against the Debtors;
Funai Electric Co., Ltd. and Funai Corporation, Inc.; the Official
Committee of Unsecured Creditors and Circuit City Stores, Inc.

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:BRLC)
-- www.syntaxbrillian.com -- manufactures and markets LCD HDTVs,
digital cameras, and consumer electronics products include
Olevia(TM) brand high-definition widescreen LCD televisions and
Vivitar brand digital still and video cameras.  Syntax-Brillian is
the sole shareholder of California-based Vivitar Corporation.

The company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Delaware Lead Case No.08-11409 through
08-11409.  Dennis A. Meloro, Esq., and Victoria Watson Counihan,
Esq., at Greenberg Traurig LLP, represent the Debtors in their
restructuring efforts.  Five members compose the Official
Committee of Unsecured Creditors.  Epiq Bankruptcy Solutions, LLC
is the Debtors' balloting, notice, and claims agent.

When the Debtors filed for protection against their creditors,
they listed total assets of $175,714,000 and total debts of
$259,389,000.


TCW SELECT: Moody's Lifts $16 Mil. Senior Secured Notes to Ba1
--------------------------------------------------------------
Moody's Investors Service upgraded these notes issued by TCW
Select Loan Fund, Ltd.:

Class Description: $62,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2013

   -- Prior Rating: Aa3
   -- Current Rating: Aa1

Class Description: $25,000,000 Class B Senior Secured Floating
Rate Notes due 2013

   -- Prior Rating: A3
   -- Current Rating: Aa2

Class Description: $15,000,000 Class C Senior Secured Floating
Rate Notes due 2013

   -- Prior Rating: Baa2
   -- Current Rating: A3

Class Description: $11,000,000 Class D-1 Senior Secured Floating
Rate Notes due 2013

   -- Prior Rating: Ba3
   -- Current Rating: Ba1

Class Description: $5,000,000 Class D-2 Senior Secured Floating
Rate Notes due 2013

   -- Prior Rating: Ba3
   -- Current Rating: Ba1

According to Moody's, the rating action is a result of the ongoing
delevering of the transaction.


TEEKAY CORP: Cut by S&P to 'BB' on Weaker Financial Risk Profile
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings,
including the long-term corporate credit rating, on Vancouver,
B.C.-based Teekay Corp. to 'BB' from 'BB+'. The outlook is stable.

"At the same time, we lowered our issue rating on the company's
US$350 million senior unsecured bonds maturing July 2011 to 'BB'
(the same as the corporate credit rating on Teekay) from 'BB+',
and revised the recovery rating to '3' from '4'. The '3' recovery
rating indicates the expectation of meaningful (50%-70%) recovery
in the event of payment default. As at June 30, US$226 million of
these bonds remains outstanding," S&P says.

"The downgrade reflects Teekay's weakened financial risk profile
from the company's aggressive use of debt to finance its
acquisitions and expand its fleet, as well as its exposure to the
volatile spot tanker industry," said Standard & Poor's credit
analyst Greg Pau. "Partially mitigating these risks are Teekay's
market-leading and defendable position in the shuttle tanker
business, increasing revenue contribution from more stable
liquefied gas and offshore segments, a strong customer base, and a
young fleet," Mr. Pau added.

"Teekay has delayed its debt reduction and because of debt-
financed acquisitions and new vessel purchases, its financial
measures deteriorated. The company intends to resume reducing debt
with its cash flow generation, in addition to issuing equity at
its subsidiaries and disposing of some of its vessels. However,
its ability to do so depends on investor appetite and conditions
in the equity and vessel markets, both of which are largely beyond
the company's control. The current financial measures are weak for
the revised rating level, reflecting our expectation of continued
debt reduction within the company's internal gearing targets for
each of its businesses in the coming year," S&P says.

Teekay has a leading market share in the shuttle tanker segment,
which should be defendable given its capital intensity, protection
from long-term contracts, strong track record, and customer
relationships. The company's market position is supported by an
extensive and young 163-vessel fleet. Teekay's exposure to the
volatile spot market should decrease over time as a large
proportion of the recently acquired vessels and new buildings
operate under fixed-rate, long-term contracts.

"The stable outlook reflects Teekay's strengthened product
offering and market positions. However, its current financial risk
profile is weak for the rating and it's crucial the company
improve it in the near term. The outlook also reflects our
expectation that Teekay's adjusted debt to EBITDA will fall below
6x and adjusted funds from operations (FFO) to debt will reach 20%
in the next 12 months through the company's deleveraging efforts.
We could revise the rating or outlook on the company downward if
its debt reduction plan falls materially short of our
expectations. Conversely, we could revise the rating or outlook
upward when the company improves its adjusted debt to EBITDA to
below 5.0x and adjusted FFO to debt to above 20%, while
maintaining its strong market positions and reducing its exposure
to the spot tanker business," S&P says.


TEGRANT CORP: S&P Downgrades Rating to 'CCC', Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on DeKalb, Ill.-based Tegrant Corp. to 'CCC' from 'CCC+'.
The outlook is negative.

"At the same time, we lowered the ratings on the company's $265
million senior secured credit facilities to 'CCC+' from 'B' and
the rating on the company's $75 million second-lien term loan
facility to 'CC' from 'CCC-'. The recovery rating on the senior
secured facilities was revised to '2' from '1', reflecting our
expectation of substantial (70% to 90%) recovery in the event of a
payment default. The recovery rating on the second-lien term loan
facility remains '6', indicating our expectation for negligible
(0% to 10%) recovery in the event of a payment default," S&P says.

"The downgrade reflects weaker-than-expected operating
performance, a highly leveraged financial profile, and concerns
regarding the potential for liquidity to deteriorate in the face
of tightening covenant restrictions for the next two quarters,"
said Standard & Poor's credit analyst Ket Gondha.

While the company has an equity cure available in the third
quarter to alleviate covenant restrictions, this will only provide
temporary relief, as there is no cure option available for the
fourth quarter as per the loan agreement. If Tegrant is unable to
generate sufficient operating profits in the near term, it will
have to find alternative sources of liquidity or renegotiate its
loan agreements, which could result in meaningfully higher credit
margins on the company's borrowings.

The ratings on Tegrant reflect the company's relatively narrow
scope of operations, some exposure to weak housing-related end
markets, and a highly leveraged capital structure. In addition,
Tegrant participates in fragmented and competitive markets. These
negatives are partially offset by the company's market-leading
positions in niche segments of the packaging industry, its
diversified customer base, and its manageable debt maturity
schedule.

With annual sales exceeding $400 million, Tegrant provides
protective, retail, and temperature-assurance packaging products
for a range of North American end markets, including consumer,
health care, and auto components.


TERWIN MORTGAGE: S&P Junks 2006-10SL Class A-X Rating
-----------------------------------------------------
Standard & Poor's Ratings Services reinstated and affirmed its
pre-Aug. 26, 2008, 'AAA' rating on class A-1 from Terwin Mortgage
Trust 2006-10SL. The revised rating reflects a financial guarantee
insurance policy on the class A-1 certificates issued by Financial
Security Assurance Inc. ('AAA'). At the same time, S&P lowered the
rating on class A-X from the same transaction to 'CC' from 'AAA'
due to adverse collateral performance.

Standard & Poor's inadvertently lowered the class A-1 rating and
affirmed the class A-X rating as part of S&P's Aug. 26, 2008,
rating actions affecting U.S. closed-end second-lien residential
mortgage-backed securities transactions issued in 2005 and 2006.

This transaction is backed by fixed-rate closed-end second-lien
mortgage loans secured by residential properties. The mortgage
loans have original maturities of up to 30 years.

RATING REINSTATED AND AFFIRMED

Terwin Mortgage Trust 2006-10SL

  Class       Rating
  -----       ------
  A-1         AAA

RATING LOWERED

Terwin Mortgage Trust 2006-10SL

                  Rating
  Class       To         From
  -----       --         ----
  A-X         CC         AAA


TIAA SEASONED: Fitch Affirms Ratings on 21 Series 2007-C4 Certs.
----------------------------------------------------------------
Fitch affirms TIAA Seasoned Commercial Mortgage Pass-Through
Certificates, Series 2007-C4 as:

   -- $480.1 million class A-1 at 'AAA';
   -- $324.7 million class A-2 at 'AAA';
   -- $686 million class A-3 at 'AAA';
   -- $109.7 million class A-1A at 'AAA';
   -- $227.5 million class A-J at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $10.5 million class B at 'AA+';
   -- $28.8 million class C at 'AA';
   -- $18.3 million class D at 'AA-';
   -- $5.2 million class E at 'A+';
   -- $15.7 million class F at 'A';
   -- $20.9 million class G at 'A-';
   -- $13.1 million class H at 'BBB+';
   -- $23.5 million class J at 'BBB';
   -- $7.8 million class K at 'BBB-';
   -- $7.8 million class L at 'BB+';
   -- $7.9 million class M at 'BB';
   -- $2.6 million class N at 'BB-';
   -- $7.9 million class P at 'B+';
   -- $2.6 million class Q at 'B'; and
   -- $2.6 million class S at 'B-';

Fitch does not rate the $15.7 million class T.

The affirmations are due to the pool's stable performance and
limited paydown since issuance.  As of the August 2008
distribution date, the pool's aggregate principal balance has
decreased 3.3% to $2.02 billion from $2.09 billion at issuance.
There have been no specially serviced or delinquent loans since
issuance.

There are 34 shadow rated loans that remain in the transaction
(38.5%).  Fitch reviewed the latest available financials, and all
of the shadow rated loans are generally performing inline with
expectations.  Clayton Corporate Park (0.55%) has defeased.

The 1000 Broadway/Fox Tower portfolio represents the largest loan
in the transaction (5.1%) and is shadow rated investment grade by
Fitch. The loan is secured by two high quality office towers
located in Portland, Oregon.  The properties have a diversified
tenant mix of office and retail, with over 80 tenants, and no
tenant represents more than 16% of the combined building's net
rentable area.  While the properties have release provisions, in
order for either property to be released, they must both have a
minimum DSCR of 1.50x and a maximum LTV of 65%.  As of YE 2007,
occupancy improved to 99% from 95% at issuance, and the DSCR was
inline with issuance at 1.58x.

The second largest loan in the transaction, Sammamish Parkplace
(4.26%), shadow rated, is secured by an office property in
Issaquah, Washington.  The collateral consist of three multilevel
buildings situated in a campus-like setting on 20 acres of land in
a picturesque landscaped setting.  Located in the Eastside office
market within the Seattle MSA, the current vacancy rate according
to Torto Wheaton Research is 5.3%.  The property is 100% occupied
by Microsoft Systems with staggered lease maturities ranging from
2008-2011.  As of YE2007, the DSCR was 1.94x, as compared to 2.11x
at issuance.


TRAINER WORTHAM: Fitch Cuts Ratings on 5 Note Classes
-----------------------------------------------------
Fitch downgrades and removes from Rating Watch Negative five
classes of notes issued by Trainer Wortham First Republic CBO V
Ltd.  These rating actions are effective immediately:

   -- $221,541,223 class A-1 notes downgrade to 'A-' from 'AA' and
      removed from Rating Watch Negative;
   -- $34,000,000 class A-2 notes downgrade to 'BBB-' from 'A+' and
      removed from Rating Watch Negative;
   -- $28,000,000 class B notes downgrade to 'B' from 'A' and
      removed from Rating Watch Negative;
   -- $10,000,000 class C notes downgrade to 'CC' from 'BBB+' and
      removed from Rating Watch Negative;
   -- $10,118,439 class D notes downgrade to 'C' from 'BB+' and
      removed from Rating Watch Negative.

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

Trainer Wortham V is a collateralized bond obligation (CBO) that
closed on Nov. 30, 2004, and is managed by Trainer Wortham & Co.
Inc.  Presently, 35.6% of the portfolio consists of U.S subprime
RMBS, 8% of which are from 2005 and 2006 vintages, 27.3% of the
portfolio is prime RMBS, 22.3% is Alternative-A RMBS, 8.5% is CDO,
3.2% is asset backed securities, and 3.1% is commercial mortgage
backed securities.

Since the last review in November 2007, approximately 28.8% of the
portfolio has been downgraded with 7.9% of the portfolio currently
on Rating Watch Negative.  Currently, 22.5% of the portfolio is
rated below investment grade, of which 11.5% of the portfolio is
rated 'CCC+' and below.

Currently, the class A/B overcollateralization ratios is passing
its minimum level of 104.4%; however the class C and class D OC
ratios are failing their respective triggers of 103.0% and 101.1%
as of the June 1, 2008, trustee report.  All classes of notes
except for Class D are receiving interest distributions at this
time and principal proceeds are being used to amortize the class
A-1 notes.  The principal of class D is PIK, whereby its principal
balance is written up by the amount of interest owed.  The
downgrades to the rated notes are a result of the credit
deterioration experienced to date and reflect Fitch's updated view
of the default risk associated with each of the notes.

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.

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


TRIAD GUARANTY: Business Conversion Cues Fitch to Withdraw Ratings
------------------------------------------------------------------
Fitch Ratings has withdrawn the ratings of Triad Guaranty Inc. and
its mortgage insurance subsidiary Triad Guaranty Insurance
Corporation.

Fitch has withdrawn these ratings, which were on Rating Watch
Negative:

Triad Guaranty Insurance Corporation
   -- Insurer financial strength 'BB'.

Triad Guaranty Inc.
   -- Long-term issuer rating to 'CCC'.
   -- $35 million 7.9% fixed coupon senior notes due Jan.15, 2028
      'CCC/RR4'.

The action follows an announcement by Triad's management that it
is transitioning its business into run-off and Fitch believes
there is little investor interest in continued coverage of this
rating.

Fitch notes that Triad's ratings had incorporated the full
execution of the company's reinsurance facilities.  In April of
2008, a third-party reinsurance provider notified Triad that it
would be terminating a $95 million reinsurance facility on the
grounds of a covenant violation.  Triad disagrees with the
reinsurer's conclusion and, as stipulated by the reinsurance
contract, has initiated an arbitration process to settle the
dispute.  Fitch is not in a position to ascertain the ultimate
outcome of the arbitration process, but notes that this
reinsurance facility is a significant component of Triad's overall
claims-paying resources.

Triad Guaranty is a holding company that provides private mortgage
insurance coverage in the United States through Triad, its wholly
owned subsidiary.  For June 30, 2008, Triad Guaranty reported
consolidated assets under Generally Accepted Accounting Principles
of $1.1 billion and shareholders' equity of approximately
$141 million.


TRIAXX FUNDING: Fitch Affirms Ratings on Four Classes of Notes
--------------------------------------------------------------
Fitch Ratings has affirmed these classes of mezzanine floating-
rate notes from Triaxx Funding High Grade I, Ltd:

   -- $80,000,000 class B-1 affirmed at 'CCC' and removed from
      Rating Watch Negative;
   -- $41,000,000 class B-2 affirmed at 'CCC' and removed from
      Rating Watch Negative;
   -- $149,375,000 class C deferrable interest notes affirmed at
      'C';
   -- $8,000,000 class D deferrable interest notes affirmed at 'C'.

The ratings of the classes B-1 and B-2 notes reflect the
likelihood that investors will receive periodic interest payments
through the redemption date as well as their respective stated
principal balances.  The ratings of the classes C and D notes only
reflect the likelihood that investors will ultimately receive
their interest and principal balances by the legal final maturity
date.

Triaxx Funding High Grade I Ltd. invests in 'AAA' rated
residential mortgage backed securities assets using proceeds
raised by issuing notes and equity well as using repo funding.
The credit quality of the underlying assets has remained stable
but the market prices have continued to drop.  The ratings reflect
the continued distress in asset pricing, the short-term nature of
the repo financing, and delevering of the program that has led to
further realization of losses.  The removal from negative rating
watch reflects a reduction in the likelihood of an imminent
liquidation of the entire portfolio.


TRIBUNE CO: Fitch Junks Issuer Default Rating to CCC; Outlook Neg.
------------------------------------------------------------------
Fitch Ratings downgraded the ratings on Tribune Company:

   -- Issuer Default Rating to 'CCC' from 'B-';
   -- Senior guaranteed revolving credit facility to 'CCC+/RR3'
      from 'B/RR3';
   -- Senior guaranteed term loan to 'CCC+/RR3' from 'B/RR3';
   -- Senior unsecured bridge loan to 'CC/RR6' from 'CCC/RR6';
   -- Senior unsecured notes to 'CC/RR6' from 'CCC/RR6';
   -- Subordinated exchangeable debentures due 2029 to 'CC/RR6'
      from 'CCC-/RR6'.

Approximately $13.4 billion of debt is affected by this action.
The Rating Outlook is Negative.

The downgrade and Negative Outlook reflect these considerations:

   -- Given the acceleration of declines in newspaper advertising
      revenue and cash flow at Tribune and no evidence from any
      participants in the industry regarding the prospects for
      current pressure relenting, Fitch believes Tribune's credit
      profile is consistent with a 'CCC' rating.  For issuers in
      the 'CCC' rating category, default is a real possibility and
      the capacity to meet financial commitments is vulnerable to
      deterioration in business and economic conditions.  Fitch
      notes business and economic conditions have been rapidly
      deteriorating for newspaper companies over the past
      12 months.

   -- On August 13, TRB announced continued weak operating and
      financial results.  On a comparable basis, in the second
      quarter of 2008, publishing revenue was down 11%, costs were
      down 4% and operating EBITDA was off 38%, reflecting the
      significant operating leverage in the business as cost cuts
      have not been able to compensate for the revenue
      deterioration.  Advertising revenue has been under pressure
      across advertising categories with classifieds continuing to
      post double-digit declines (over 40% for real estate
      classifieds).  Interactive revenue was also down 4%. On the
      broadcasting side, revenue has been up modestly while costs
      were also up (7.5%) and operating EBITDA decreased 3%.

   -- Fitch is aware that there is limited visibility regarding the
      likelihood, timeframe and magnitude of a potential reversal
      of these negative trends.

   -- Over the longer term Fitch continues to anticipate that the
      company will be challenged to generate meaningful and
      consistent revenue growth, and remains cautious regarding
      newspaper companies' prospects for capturing and monetizing
      the significant volume of advertising dollars that are
      migrating toward the internet.  While the second half of 2008
      should be favorable for the broadcasting division, Fitch
      expects 2009 to be a weak year for TV broadcasting stations,
      particularly those affiliated with lower rated networks (e.g.
      The CW Network).

   -- Cost cuts announced and implemented in the first half of 2008
      should help in the intermediate term, but Fitch notes that
      even more action may be necessary to offset the rapid erosion
      of advertising dollars.  Newsprint prices have been
      escalating but have largely been offset by reduced
      consumption through web width reductions, fewer pages (lower
      advertising, less editorial, and actions such as elimination
      of stock charts) and discontinuation of low-value
      circulation.

   -- Fitch expects TRB to continue to pursue asset sales (namely
      the sale of the Chicago Cubs franchise and the company's 25%
      stake in Comcast SportsNet Chicago) to enable it to address
      principal amortization ($593 million) on the tranche X of its
      term loan facility in June of 2009. However, further asset
      monetization may be necessary. In the long run, Fitch is
      concerned about the company's ability to generate cash to
      meet its interest payments, principal amortization and
      maturities under its debt obligations in a timely manner.  In
      the near term, Fitch believes the company can meet its
      obligations for several quarters, but has grown more
      concerned regarding the room the company has around its
      covenants given the pressured EBITDA generation.

   -- TRB has limited flexibility around its 9 times (x) guaranteed
      leverage covenant.  Fitch calculates the ratio to be in the
      low-to-mid 8x range at June 30, 2008.  If the company were to
      experience similar declines in the second half of the year as
      experienced in the first half, and sells the Cubs and
      SportsNet stakes before year-end for net proceeds of more
      than $675 million (which appears realistic), it could be
      under the 9x leverage covenant.

      However, if negative trends accelerate or if the
      Cubs/SportsNet deal is not completed the company could be at
      risk of breaching the threshold.  Also, Fitch recognizes that
      even with the Cubs sale, the company faces a material risk of
      breaching the covenant threshold when it steps down in first-
      quarter 2009 to 8.75x.  While the company could receive an
      amendment or waiver from the banks if it breaches a covenant,
      in this credit environment Fitch is uncertain and cautious
      regarding the terms of such a potential negotiation for such
      a highly leveraged entity with deteriorating prospects.  In
      this scenario, the receipt of a waiver or amendment without
      an upturn in business prospects is not likely to have a
      positive impact on the rating.  However, failure to receive
      covenant relief could result in a restructuring (not
      necessarily bankruptcy) that would likely further pressure
      ratings.

   -- Tribune management has met or exceeded Fitch's expectations
      on the elements of its business over which it has more
      explicit control: expense containment, asset sales and
      exclusive dedication of cash flow toward debt repayment.
      Fitch believes TRB management has distinguished itself from
      other newspaper management teams by taking aggressive actions
      across various areas of the company to attempt to preserve
      the longer term health of the company: bringing in new
      leadership from outside the industry, communicating directly
      with staff about the challenges facing the industry, reducing
      headcount, re-tooling incentive compensation for sales teams,
      redesigning the product, exploring asset monetization/
      utilization opportunities, and experimenting with new revenue
      streams.  While these actions appear prudent in the
      intermediate- to long-term, they are less quantifiable in the
      near term and they may not produce results that address the
      company's currently strained financial flexibility.  The
      downgrade reflects weakness stemming from elements of the
      business that the company has less control over, namely areas
      that Fitch understood were highly volatile, such as
      classified advertising.

   -- The 'CCC+/RR3' rating for Tribune's secured bank credit
      facility and term loans B and X reflects Fitch's belief that
      51%-70% recovery is reasonable in distress given that it
      benefits from a first-priority guarantee from direct and
      indirectly owned U.S. subsidiaries (providing it priority
      over other claims under a default scenario).  The 'CC/RR6'
      Recovery Rating on the bridge loan ($1.6 billion), the
      unsecured notes and the subordinated exchangeable debentures
      reflects Fitch's estimate that 0% recovery is realistic in a
      distress scenario.  (Although not reflected in notching due
      to the expectation of 0% recovery, Fitch notes there are
      differences in priority among the 'CC/RR6' rated securities.)

Fitch's ratings reflect TRB's significant debt burden, well as the
decline in its revenue and cash flow.  Fitch believes newspapers
and broadcast affiliates (particularly in large markets where
there is more competition for advertising dollars) face meaningful
secular headwinds that could lead to more cash flow pressure in
the future.  In addition, the ratings continue to reflect volatile
newsprint prices and the threat of emerging technologies on the
economics of the pure-play broadcasting affiliate business.  TRB's
businesses face the risk of margin compression as revenue
pressures are coupled with cost structures that are fixed or
contain elements that are largely outside of management's control.
The margin of safety to endure these threats in a cyclical
downturn has largely been exhausted.  These concerns are balanced
somewhat by the geographic diversity of the company's assets as
well as the success of several of the company's on-line
investments.  Also, TRB owns some valuable assets (L.A. Times,
Chicago Cubs, Food Network stake, CareerBuilder stake, etc.) that
are separable from the company.  Fitch estimates that cash
proceeds from core divestitures would not likely de-leverage the
company but could provide some capacity to enhance liquidity (non-
core asset sales would be deleveraging, particularly the Cubs).

Liquidity is supported by availability under its $750 million
revolving bank credit facility which is fully available (with the
exception of $95 million in letters of credit) and $75 million
available under a $300 million Trade Receivable Securitization
Facility (entered into on July 1, 2008).  In addition, the company
has available a delayed draw on the Term Loan B facility which
should permit the company to fund the $238 million medium-term
note coming due in October 2008 (which will slightly increase the
numerator of the guaranteed leverage test).


US AIRWAYS: Raises $179,000,000 from Stock Offering
---------------------------------------------------
US Airways Group, Inc., completed on Aug. 19, 2008, a public
stock offering, underwritten by Merrill Lynch & Co. as sole book
runner.  The transaction included the issuance of 19.0 million
shares at a price of $8.50 per share as well as the full exercise
of 2.85 million shares included in the overallotment option
granted by the company at the same price.

Merrill Lynch agreed to purchase the 19.0 million shares of USAir
common stock on August 14.

The net proceeds from the offering, after deducting underwriting
discounts and commissions, were approximately $179 million and
will be used for general corporate purposes, according to a
statement issued by the company.

"We are extremely pleased with the outcome of this transaction,
which further strengthens our liquidity position," said Senior
Vice President and Chief Financial Officer Derek Kerr.  "Despite
the fact that the industry continues to face stubbornly high fuel
prices and a deteriorating economic environment, this transaction
demonstrates the market's confidence in US Airways' ability to
persevere in these new and challenging times.  While we still
have a lot of hard work to do, our business transformation plan
continues to gain momentum and we look forward to reporting on
our other initiatives that are currently underway."

Seabury Group LLC's broker-dealer unit, Seabury Securities LLC,
served as the company's financial advisor and McKenna Long &
Aldridge LLP served as the company's counsel for the offering.

A full-text copy of the regulatory filing filed by USAir with the
United States Securities and Exchange Commission disclosing the
stock offering is available for free at:

                http://ResearchArchives.com/t/s?315e

Full-text copies of the prospectuses describing the specific
terms of the stock offering is available for free at:

                http://ResearchArchives.com/t/s?315f

                              and at:

                http://ResearchArchives.com/t/s?3160

                        Overallotment Option

Under the terms and subject to the conditions contained in an
underwriting agreement, US Airways has granted to the underwriter
an option, exercisable through September 13, 2008, to purchase up
to an aggregate of 2,850,000 additional shares of common stock at
$8.50, less $0.31 underwriting discount.

Since the underwriter has exercised its option in full, the total
price to public was $185,725,000, the total underwriter's
discount was $6,773,500 and the total gross proceeds to US
Airways were $178,951,500.

The underwriting discount per share is equal to the public
offering price per share of common stock less the amount paid by
the underwriter to US Airways per share of common stock.

US Airways has estimated that the underwriting discount and
estimated offering expenses is approximately $155 million.

The number of shares of common stock to be outstanding after the
offering is based on 92,152,158 shares of common stock
outstanding as of August 13, 2008, and excludes 9,418,075 shares
of common stock issuable upon the exercise of outstanding stock
appreciation rights, stock options and unvested restricted stock
units, and 3,050,148 shares of common stock issuable upon
conversion of outstanding convertible debt.

There were approximately 2,745 stockholders of record as of
June 30, 2008.

The shares of common stock were offered under the Company's
existing shelf registration statement, which became automatically
effective upon filing with the SEC.

                          About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

(US Airways Bankruptcy News, Issue No. 164; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                            *     *     *

As reported in the Troubled company Reporter on July 24, 2008,
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of US Airways Group Inc. to Caa1
from B3 and lowered the ratings of its outstanding corporate debt
instruments and certain Enhanced Equipment Trust Certificates
(EETC).  Moody's lowered the Speculative Grade Liquidity
Assessment to SGL-4 from SGL-3.  The rating outlook is negative.


US AIRWAYS: Registers 6.7 Million Shares for 2008 Incentive Plan
----------------------------------------------------------------
Janet Dhillon, senior vice president and general counsel of US
Airways Group, Inc., disclosed with the Securities and Exchange
Commission that US Airways' compensation and human resources
committee approved the forms of the restricted stock unit award
agreement and stock appreciation right award agreement for grants
under the US Airways Group, Inc. 2008 Equity Incentive Plan.

The agreement forms include the vesting, payment of dividends,
settlement of the award, delivery of the shares and transfer
restrictions.

The SAR Agreement sets forth the terms and conditions of awards
of stock appreciation rights under the 2008 Plan, including, but
not limited to, calculation of appreciation, vesting, exercise,
expiration, payment, and transfer restrictions.

Accordingly, the Compensation Committee made grants of stock
appreciation rights to the executive officers of US Airways,
which the officers, in separate filings, subsequently disclosed
with the SEC:
                                                        Number
    Director               Title                        of Shares
    --------               -----                        ---------
    W. Douglas Parker      Chairman and Chief Executive   275,000
                           Officer
    J. Scott Kirby         President                      178,755
    Robert D. Isom, Jr.    Executive Vice President and   143,855
                           Chief Operating Officer
    Derek J. Kerr          Senior Vice President and       51,020
                           Chief Financial Officer
    Janet Dhillon          Senior Vice President and       51,020
                           General Counsel
    Elise R. Eberwein      Senior Vice President for       51,020
                           People, Communications and
                           Culture
    C.A. Howlett           Senior Vice President for       51,020
                           Public Affairs

The Officers acquired the stock appreciation rights on Aug. 5,
2008.  The stock appreciation rights have an exercise price of
$6.70, the fair market value of US Airway's common stock on the
date of the grant. The stock appreciation right vests in
increments of one third on each of Aug. 5, 2009; Aug. 5, 2010, and
Aug. 5, 2011.

The stock appreciation rights also become fully vested upon
termination due to death, disability or retirement or in the
event of a change in control of the company.

              Flight Attendants Balk at Stock Grants

Flight attendants at US Airways, represented by the Association
of Flight Attendants-CWA (AFA-CWA), are outraged over the
announcement that seven of the airline's top executives were
recently awarded stock appreciation grants totaling millions of
dollars, according to a statement issued by the AFA-CWA.

"It is disheartening to watch US Airways top executives enrich
themselves with 'performance' based stock awards while flight
attendants continue to work under a bankruptcy driven contract
that slashed wages and eliminated pensions and benefits," said US
Airways East AFA-CWA President Mike Flores.  "While US Airways
has improved its on time performance, the airline still ranks
number one in customer complaints which makes it even harder to
justify this 'performance' bonus."

The American Customer Satisfaction Index published by the
University of Michigan's National Quality Research Center showed
USAir's ACSI score plummeted 12% to 54%, reports The
Business Journal.

US Airways West AFA-CWA President Lisa LeCarre, who represents
the America West flight attendants of US Airways added, "While
management has every right to award themselves performance based
stock grants, it is a slap in the face to the hard working flight
attendants who are facing job losses and have not received a
simple cost-of-living increase in almost six years.  It is also
an affront to the passengers being nickel and dimed for such
comforts as a glass of water.  When will corporate America
understand the devastating effects of this erosion on public and
employee moral and trust?"

                          About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

(US Airways Bankruptcy News, Issue No. 164; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                            *     *     *

As reported in the Troubled company Reporter on July 24, 2008,
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of US Airways Group Inc. to Caa1
from B3 and lowered the ratings of its outstanding corporate debt
instruments and certain Enhanced Equipment Trust Certificates
(EETC).  Moody's lowered the Speculative Grade Liquidity
Assessment to SGL-4 from SGL-3.  The rating outlook is negative.


US ENERGY: Files Chapter 11 Plan of Reorganization
--------------------------------------------------
U.S. Energy Systems, Inc. and two subsidiaries -- U.S. Energy
Overseas Investments, LLC and GBGH, LLC -- filed Chapter 11 plans
of reorganization with the United States Bankruptcy Court,
Southern District of New York.

All Plans are subject to modification and revision.

The Plan of Reorganization for U.S. Energy Systems, Inc. and U.S.
Energy Overseas Investments, LLC is a Joint Liquidating Plan.
Under this Plan, a Liquidation Trust would be established, and
USEY and Overseas would transfer any remaining assets -- including
any net proceeds from USEY's sale of 100% of the common stock of
USEB and any residual ownership interests in GBGH, LLC -- into the
Liquidation Trust for liquidation and the subsequent distribution
of net liquidation proceeds to USEY equity holders.

The Plan of Reorganization for GBGH, LLC, includes provisions for:

    -- restructuring of GBGH's first lien debt through the issuance
       of a Restructured First Lien Note;

    -- restructuring of GBGH's second lien debt, which will include
       the conversion of a portion of the existing second lien debt
       into newly issued equity in GBGH, LLC;

    -- the execution of a Rights Offering for the raising of at
       least $10 million of new equity in GBGH, LLC. The Company
       intends to identify parties to backstop the Rights Offering;
       and

    -- the issuance of New Warrants convertible into equity
       interests in GBGH at to be established strike prices.  The
       warrants will be issued to existing GBGH, LLC equity
       holders.

Subsequent to the confirmation of the Plan of Reorganization,
GBGH, LLC will continue to own the UK subsidiaries, which in turn
will continue to own and operate the UK gas licenses and assets,
including the UK power plant.

"This is an important milestone in emerging from Chapter 11
bankruptcy," said Joseph P. Reynolds, Chief Executive Officer of
U.S. Energy Systems, Inc.  "The Plans will allow the companies to
emerge from bankruptcy in a manner that is fair to all
constituencies. We believe the end of this bankruptcy is in sight,
and we are focused on working to complete final negotiations and
obtain the necessary court approval of the Plans."

Peter Partee of Hunton & Williams LLP serves as lead counsel to
U.S. Energy Systems, Inc., U.S. Energy Overseas Investments LLC
and GBGH, LLC.

To recall, the company's wholly-owned landfill gas to energy
subsidiary U.S. Energy Biogas Corp. and the USEB subsidiaries, and
UK Energy Systems Ltd. and its other UK subsidiaries are not part
of these Chapter 11 cases.   Virtually all of USEY's employees and
all of its income generating operating activities are in USEB and
the UK subsidiaries.

A full-text copy U.S. Energy and U.S. Energy Overseas' Chapter 11
plan is available for free at http://ResearchArchives.com/t/s?3162

A full-text copy of GBGH's Chapter 11 plan is available for free
at http://ResearchArchives.com/t/s?3163

                        About U.S. Energy

Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets:
USEY) --  http://www.usenergysystems.com/-- owns green power
and clean energy and resources.  USEY owns and operates energy
projects in the United States and United Kingdom that generate
electricity, thermal energy and gas production.  The company filed
for Chapter 11 protection on Jan. 9, 2008 (Bank. S.D.N.Y. Case No.
08-10054).  There are 34 affiliates who filed for separate Chapter
11 petitions.  Peter S. Partee, Esq., at Hunton & Williams LLP,
represents the Debtor in its restructuring efforts.  Jefferies &
Company, Inc. serves as the company's financial advisor.  The
Debtor also selected Epiq Bankruptcy Solutions LLC as noticing,
claims and balloting agent.  The Official Committee of Unsecured
Creditors has yet to be appointed in these cases by the U.S.
Trustee for Region 2.  When the Debtors filed for protection from
their creditors, they listed total assets of $258,200,000 and
total debts of $175,300,000.


VIRGIN MOBILE: Completes Acquisition of Helio
---------------------------------------------
Virgin Mobile USA, Inc. has completed its acquisition of Helio, a
joint venture between SK Telecom and EarthLink, Inc., that
complements Virgin Mobile USA's strengths through its
specialization in highly advanced postpaid products and services.

All necessary regulatory approvals have been obtained.

In connection with the acquisition, Helio shareholders SK Telecom
and, EarthLink and have received limited partnership units and
shares equivalent to 13 million shares of Virgin Mobile USA Class
A common stock, with a value of $38 million based on the average
closing price of Virgin Mobile USA's Class A shares, as of two
trading days before and two trading days after the date of
announcement.

In addition, SK Telecom and Virgin Group will each invest
$25 million in Virgin Mobile USA for preferred shares.

Dan Schulman, chief executive officer, Virgin Mobile USA,
emphasized the benefits of the transaction to Virgin Mobile USA
and the new opportunities for growth it creates.  "Adding Helio's
differentiated postpaid offer to Virgin Mobile USA's existing
portfolio will expand both our market opportunity and our ability
to deliver new products and services more rapidly," he said.

"We believe this transformative transaction will bolster our
leading position in the wireless space, and enable us to provide
customers with whatever they need in wireless, always with our
focus on great value, flexibility and customer service.  We look
forward to revealing our roadmap for expanded, innovative offers
in the near future," Mr. Schulman added.

"This acquisition of Helio also comes with a number of financial
benefits, including improved network rates from Sprint for Virgin
Mobile USA, and strategic investments by SK Telecom and Virgin
Group which improve our capital structure and increase liquidity,"
Schulman said.

Schulman said that the transaction provides Virgin Mobile USA
with:

      -- a set of unique and differentiated data applications;

      -- entry into the postpaid market, with a sophisticated
         billing and customer care platform;

      -- approximately 170,000 Helio customers;

      -- revised terms for the Sprint PCS Services Agreement,
         expected to result in an 8% reduction in the company's
         effective cost per minute in 2009;

      -- reduction in net debt of approximately $35?$40 million,
         through the investments of $25 million each by SK Telecom
         and Virgin Group in the form of preferred mandatory
         convertible stock at the price of $8.50 per share;

      -- an increase to Virgin Mobile USA's total revolver from
         $75 million to $135 million, through additional
         investments of $25 million by Virgin Group and $35 million
         by SK Telecom; and

      -- the addition of SK Telecom as a strategic shareholder with
         two seats on the company's Board of Directors.

A percentage of the equity issued and issuable in the transaction
will be subject to escrow for one year to secure certain
indemnification obligations.

                   About Virgin Mobile USA Inc.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

As reported in The Troubled Company Reported on Aug. 18, 2008, at
June 30, 2008 financial and operational results, the company's
balance sheet showed total assets of $255.1 million and total
liabilities of $656.1 million, resulting in a $400.9 million
stockholders' deficit.


WACHOVIA BANK: Fitch Affirms Ratings on S. 2005-C17 Certificates
----------------------------------------------------------------
Fitch Ratings affirms Wachovia Bank Commercial Mortgage Trust,
series 2005-C17 commercial mortgage pass-through certificates as:

   -- $368 million class A-1A at 'AAA';
   -- $272.7 million class A-2 at 'AAA';
   -- $82 million class A-3 at 'AAA';
   -- $224.4 million class A-PB at 'AAA';
   -- $1.08 billion class A-4 at 'AAA';
   -- $187.2 million class A-J at 'AAA';
   -- Interest only class X-P* at 'AAA';
   -- Interest only class X-C* at 'AAA';
   -- $74.9 million class B at 'AA';
   -- $23.8 million class C at 'AA-';
   -- $47.7 million class D at 'A';
   -- $27.2 million class E at 'A-';
   -- $27.2 million class F at 'BBB+';
   -- $30.6 million class G at 'BBB';
   -- $37.4 million class H at 'BBB-';
   -- $6.8 million class J at 'BB+';
   -- $10.2 million class K at 'BB';
   -- $13.6 million class L at 'BB-';
   -- $6.8 million class M at 'B+';
   -- $6.8 million class N at 'B';
   -- $6.8 million class O at 'B-'.

Class P is not rated by Fitch.

The ratings affirmations are the result of stable performance and
minimal paydown since issuance.  As of the August 2008 remittance
report the transaction has paid down 5.6% to $2.6 billion from
$2.72 billion at issuance. In total, 25 loans (11.8%) have
defeased.

In total, 17 loans are considered Fitch loans of concern (6.7%),
including one specially serviced loan (1.7%).  The specially
serviced loan is collateralized by a multifamily property located
in San Diego, California.  The loan is current, but it was
transferred to special servicing in April 2008 due to imminent
monetary default.  According to the special servicer, the borrower
missed a principal paydown required by the loan documents.  The
borrower's dispute over the trigger event is being evaluated.
Losses are not expected at this time.

Fitch reviewed the year-end 2007 operating data for the five
shadow rated loans (15.9%): One and Two International Place
(8.2%), Tharaldson Hotel Pool I-B (2.8%), Tharaldson Hotel Pool I-
A (2.0%), Great Wolf Resorts Pool (1.8%) and 200 Varick Street
(1.1%).  Based on their stable performance since issuance, the
loans maintain investment grade shadow ratings.

The largest shadow rated loan, One and Two International Place, is
a 1,852,501 square foot class A office building in Boston,
Massachusetts.  Current occupancy is 93.8% compared to 89.6% at
issuance.

Occupancy levels of the additional four shadow rated loans
remained relatively stable since issuance: the Tharaldson Pool I-B
YE2007 portfolio occupancy was 82.8%, compared to 77.1% at
issuance; the Tharaldson Pool I-A YE2007 portfolio occupancy was
76.5%, compared to issuance of 75.2%; Great Wolf Resorts Pool
remained stable with YE2007 occupancy of 64.7%, compared to 63.6%
at issuance; and, 200 Varick YE2007 occupancy was 100%, compared
to 97.1% at issuance.

There is limited near-term refinance risk with no loan maturing in
2008, 1.1% in 2009 and 7.5% in 2010.


WARNER ROBBINS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Warner Robbins Hospitality, LLC
         2024 Watson Boulevard
         Warner Robins, GA 31093

Bankruptcy Case No.: 08-52084

Type of Business: The Debtor is a single asset real estate as
                   defined in Section 101(51B) of the U.S.
                   Bankruptcy Code.

Chapter 11 Petition Date: August 4, 2008

Court: Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                   (wjboyer_2000@yahoo.com)
                   Katz, Flatau, Popson and Boyer, LLP
                   355 Cotton Avenue
                   Macon, GA 31201
                   Tel: 478-742-6481

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

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

A copy of the Debtor's petition is available for free at:

            http://bankrupt.com/misc/gamb08-52084.pdf


WELLMAN INC: Amends Credit Agreement to Pursue Chapter 11 Plan
--------------------------------------------------------------
Wellman, Inc., and its debtor-affiliates amended its debtor-in-
possession credit agreement with its lenders to move the deadlines
for obtaining approval of the disclosure statement and
confirmation of its Chapter 11 Joint Plan of Reorganization.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Wellman disclosed that the deadline, set in its
$225,000,000 credit agreement with Deutsche Bank, for obtaining
approval from U.S. Bankruptcy Court for the Southern District of
New York of the Disclosure Statement has been pushed to August 29
from August 15.

Meanwhile, the deadline for obtaining an order confirming the
Plan has been moved to October 10 from September 26 and the
deadline for emergence from bankruptcy has been extended to
October 20 from October 6.

The Court has adjourned the hearings on the Disclosure Statement.
Judge Bernstein said at the July 31 hearing that the Disclosure
Statement's "going to have to wait till the issue of the value of
the first lienor's collateral is determined."

Wellman asked the Court to rule that the replacement value of the
collateral of Bank of New York, agent for a syndicate of
prepetition first lien lenders, is only $70,827,000.  The
projected recovery for BNY under Wellman's Chapter 11 Plan is
premised upon that assumption.

Bank of New York, however, asserts that its collateral is woth
$136,810,000 to $197,700,000 based on the appraisal conducted by
its own valuation consultant.  Wilmington Trust, relying on
appraisals by Grant Thornton LLP, believes BNY's collateral
should be less than $74,301,000.

The Court's determination of how much of BNY's claims are secured
will affect BNY's and other creditors' recovery under the Plan.
Wellman's revised Chapter 11 plan provides that the First Lien
Lenders are expected to get 38.4% on account of their claims,
while Second Lien Lenders will receive 18.9%.  The recovery of
these lenders, however, may be adjusted depending the Court's
determination of the First Lien Lenders' collateral.  Under the
Bankruptcy Code, if the First Lien Lenders are determined to be
secured, they are entitled to receive payment in full; if they're
undersecured, they are entitled to payment in full to the extent
of the collateral securing their claims, or the return of that
collateral, and a pro-rata distribution from the estate for the
unsecured deficiency claim.

                         About Wellman

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and
markets packaging and engineering resins used in food and
beverage packaging, apparel, home furnishings and
automobiles.  They manufacture resins and polyester staple fiber
a three major production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No.
08-10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP,
in New York City, represents the Debtors.  Lazard Freres & Co.,
LLC, acts as the Debtors' financial advisors and investment
bankers.  Conway, Del Genio, Gries & Co., LLC, was also retained
as the Debtors' chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.


WELLMAN INC: Court Defers Exclusivity Extension Hearing to Sept. 4
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has adjourned to Sept. 4, 2008, at 10:00 a.m. (ET), the hearing to
consider approval of Wellman Inc. and its debtor-affiliates'
request to extend their exclusive plan filing and solicitation
periods.

The Court's previous bridge order said that in the event the
hearing to consider approval of the extension is adjourned, the
Exclusive Periods will be automatically extended through any
adjourned dates unless the Court orders otherwise.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and
markets packaging and engineering resins used in food and
beverage packaging, apparel, home furnishings and
automobiles.  They manufacture resins and polyester staple fiber
a three major production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No.
08-10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP,
in New York City, represents the Debtors.  Lazard Freres & Co.,
LLC, acts as the Debtors' financial advisors and investment
bankers.  Conway, Del Genio, Gries & Co., LLC, was also retained
as the Debtors' chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.


WESTAR ENERGY: Fitch Lifts Issuer Default Rating to BBB-
--------------------------------------------------------
Fitch has upgraded the long-term Issuer Default Ratings of Westar
Energy Inc. and its wholly-owned electric utility subsidiary,
Kansas Gas & Electric, to 'BBB-' from 'BB+'.  At the same time,
Fitch has affirmed WR and KG&E's short-term ratings at 'F3'.  The
Rating Outlook is Stable.  WR and KGE's ratings have been removed
from Rating Watch Positive where they were placed June 12, 2007.
Approximately $2.6 billion of long-term debt is affected by the
rating action, including off-balance sheet obligations.

The ratings and Stable Rating Outlook consider WR's conservative
management style and strategic focus on credit quality while
providing growth through investment in its Kansas-based electric
utility business.  Although the company's large capital program is
subject to execution and regulatory risk, we believe these risks
are manageable given WR's flexible approach to its capex strategy
and a significantly improved regulatory environment in Kansas.

The company's capital investment program is projected to average
more than $800 million during 2008 - 2010, composed primarily of
infrastructure investment, new transmission, environmental
upgrades and wind and natural gas-fired peaking generation.  Fitch
expects WR to fund its external capital requirements with a
balanced mix of equity and debt.  Importantly, Fitch believes WR's
investment plans are consistent with state policy goals.  Fitch
notes the significant improvement in the company's regulatory
relations accomplished since 2002, when new management was
recruited and the company's current utility-focused strategy
adopted.

Recovery mechanisms adopted in recent years in Kansas include pre-
approval of planned investment projects, recovery of construction-
work-in-progress and riders to pass-through environmental and
Federal Energy Regulatory Commission-approved transmission
investments.  Fitch believes these mechanisms will mitigate
regulatory lag and increase the likelihood of recovery of
prospective utility investment.  Fitch notes that general rate
case proceedings are subject to statutory timing limits that
require a final order to be issued eight months following
initiation.  WR also benefits from below-industry-average electric
rates, a fuel mix composed primarily of competitive coal-fired and
nuclear generation and a fuel and purchase power pass-through
mechanism that adjusts rates monthly with annual true-up of
deferral balances.

In May 2008, WR filed its general rate case requesting a $178
million (14.9%) rate increase based on a 10.95% authorized return
on equity.  Staff and intervener testimony are expected to be
filed in the next couple of months and a final KCC order is
anticipated the first quarter of 2009.  WR's forward credit
metrics are consistent with low-investment grade creditworthiness,
based on Fitch's earnings and cash flow projections and the
utility's relatively low-business risk profile.  Nonetheless, a
final revenue requirement in WR's pending GRC significantly below
Fitch's assumptions could result in meaningfully weaker than
anticipated coverage ratios and prospective credit rating
downgrades.

Westar Energy:
   -- Long-Term IDR to 'BBB- from BB+';
   -- Short-Term IDR affirmed at 'F3';
   -- Secured debt to 'BBB+ from BBB';
   -- Senior unsecured debt to 'BBB from BBB-';
   -- Preferred stock to 'BBB- from BB+'.

Kansas Gas & Electric
   -- Long-Term IDR to 'BBB- from BB+';
   -- Short-Term IDR affirmed at 'F3';
   -- Secured debt to 'BBB+ from BBB'.
   -- Facility Bonds to 'BBB+ from BBB'.

WR and KG&E are operating utilities doing business as Westar
Energy North and Westar Energy South.  Together, WR and its
operating subsidiary, KG&E, provide electric service to
approximately 674,000 customers in Kansas.  KG&E owns a 47%
interest in the Wolf Creek Generating Station.


WILBRAHAM CBO: S&P Assigns 'CC' Rating on Classes B-1, B-2 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A-2 notes issued by Wilbraham CBO Ltd., a high-yield arbitrage
collateralized bond obligation (CBO) transaction managed by Babson
Capital Management LLC, to 'BBB-' from 'BB+' and removed it from
CreditWatch with positive implications, where it was placed on
Aug. 1, 2008.

The raised rating reflects factors that have positively affected
the credit enhancement available to support the notes since the
last upgrade in April 2007. These include the delevering of the
transaction through the paydown of the class A-1 notes, which have
paid down approximately $52 million since April 2007. According to
the most recent trustee report, dated Aug. 2, 2008, the class A
overcollateralization ratio was 155.8%, compared with a reported
ratio of 124.7% at the time of the last upgrade.

RATING RAISED AND REMOVED FROM CREDITWATCH POSITIVE

Wilbraham CBO Ltd.

             Rating                         Balance
  Class    To      From               Current       Previous
  -----    --      ----               -------       --------
  A-2      BBB-    BB+/Watch Pos        19.00          19.00

OTHER OUTSTANDING RATINGS

Wilbraham CBO Ltd.

  Class      Rating        Balance (mil. $)
  -----      ------        ----------------
  A-1         AAA                     2.419
  B-1         CC                      9.792
  B-2         CC                     30.348

TRANSACTION INFORMATION

Issuer:            Wilbraham CBO Ltd.
Co-issuer:         Wilbraham CBO Corp.
Current manager:   Babson Capital Management LLC
Underwriter:       Citigroup Global Markets Inc.
Trustee:           The Bank of New York Mellon
Transaction type:  Arbitrage high-yield CBO

  TRANCHE                            PRIOR      CURRENT
  INFORMATION                        ACTION     ACTION
  -----------                        ------     -------
  Date (MM/YYYY)                     04/2007    08/2008
  A-1 note balance (mil. $)          54.40      2.49
  A-2 note balance (mil. $)          19.00      19.00
  B-1 note balance (mil. $)          9.79       9.79
  B-2 note balance (mil. $)          30.35      30.35
  C note balance (mil. $)            37.42      45.50
  Class A O/C ratio (%)              124.7      155.8
  Class A O/C ratio min. (%)         120.0      120.0
  Class B O/C ratio (%)              80.60      54.20
  Class C O/C ratio (%)              60.64      31.17

  O/C -- Overcollateralization.


WILLIAM BISHOP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William A. Bishop
         Katherine A. Bishop
         3003 USFS Road Suite 4823
         aka Cabin Creek Road
         Easton, WA 98925

Bankruptcy Case No.: 08-03134

Chapter 11 Petition Date: August 6, 2008

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Frank L Kurtz

Debtor's Counsel: Erik S Bakke, Sr., Esq.
                   (erikb@jgdwlaw.com)
                   Johnson, Gaukroger, Drewelow & Woolett
                   139 South Worthen
                   P.O. Box 19
                   Wenatchee, WA 98807-0019
                   Tel: 509-663-0031
                   Fax: 509-663-6003

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

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

A copy of the Debtor's petition is available for free at:

             http://bankrupt.com/misc/waeb08-03134.pdf


WINSTON-SALEM: U.S. Trustee Wants Cases Treated Separately
----------------------------------------------------------
The United States Trustee for Region 8 said that 10 facilities
placed in Chapter 11 by owner Sunwest Management Inc. must be
administered separately, Bloomberg News reports.

Bloomberg says the Trustee wants each of the facility's case
transferred to the state where it is located -- Tennessee, North
Carolina, South Carolina and Oregon.

The facilities including Winston-Salem Oakdale Property LLC filed
for bankruptcy after defaulting on loans from General Electric
Co., Bloomberg relates.

The facilities are among the 287 in 36 states handled by Sunwest
Management, the report says.

Headquartered in Nashville, Tennesse, Nashville Senior Living,
LLC provides health care services.  The company and seven of its
affiliates filed for Chapter 11 protection on Aug. 17, 2008
(Bankr. M.D. Tenn. Lead Case No. 08-07254).  Robert A. Guy, Esq.,
at Waller Lansden Dortch & Davis, represents the Debtors.  When
the Debtors filed for protection from their creditors, they listed
assets between $1 million and $10 million, and $50 million and
$100 million.


WOODSIDE GROUP: Business as Usual Amid Involuntary Bankruptcy
-------------------------------------------------------------
Several noteholders of Woodside Homes LLC and its affiliates
brought the homebuilder group to involuntary Chapter 11
proceedings before the U.S. Bankruptcy Court for the Central
District of California.

"First and foremost, Woodside continues to operate in the normal
course of business -- paying employees, vendors and
subcontractors, and building and selling homes," assured a
representative of Woodside Homes.  The spokesperson added that the
group is still in negotiations with the noteholders and banks,
TheStreet.com relates.

Five noteholders, with John Hancock Life Insurance Company posting
the highest claim amount, asserted a total of $155.9 million in
claims against Woodside Homes.

Woodside Group LLC and its debtor-affiliates --
http://www.woodside-homes.com/-- are homebuilders.  The Debtor
group, together with several other homebuilders, is continuing to
develop the Inspirada master-planned community in Henderson,
Nevada.

The company and its affiliates were forced into involuntary
Chapter 11 protection by certain of their noteholders on Aug. 20,
2008 (Bankr. C.D. Calif. Lead Case No. 08-20682).  Susy Li, Esq.,
at Bingham McCutchen LLP, represents the Debtors in their
restructuring efforts.


WORKFLOW MANAGEMENT: Merger No Effect on 'B-' Rating, S&P Says
--------------------------------------------------------------
Standard & Poor's Ratings Services said the announcement by
Enterprise Acquisition Corp. (not rated) of its definitive merger
agreement with Workflow Management Inc. (B-/Negative/--) will not
affect the rating or outlook on the latter company. The announced
merger is valued at $669 million and consists of the assumption of
up to $490 million of indebtedness at Workflow Management and the
transfer of $179 million of Enterprise Acquisition common stock to
the stockholders of Workflow Management. It is expected that the
current management of Workflow will remain in place to run the
company after the merger is completed.

"In addition to required regulatory approvals and customary
closing conditions, the proposed merger is conditioned on the
approval of the transaction by the stockholders of Enterprise
Acquisition, as evidenced by fewer than 30% of shareholders voting
against the merger. Given the uncertainty regarding the approval
of the transaction on behalf of the shareholders, we are not yet
factoring this transaction into our rating or outlook. If a
shareholder vote results in the merger being approved, we would
evaluate the impact to Workflow's capital structure and reassess
the assigned rating and outlook at that time. Enterprise
Acquisition intends to file proxy statements concerning the merger
as soon as possible, and anticipates completing the transaction in
the fourth quarter of 2008 or the first quarter of 2009, assuming
all closing conditions are met," S&P explains.


* S&P Cuts 46 Ratings on 4 U.S. Alt-A RMBS Transactions
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 46
classes of mortgage pass-through certificates from four U.S.
Alternative-A (Alt-A) residential mortgage-backed securities
(RMBS) transactions: Alternative Loan Trust 2005-62, Adjustable
Rate Mortgage Trust 2005-12, Opteum Mortgage Acceptance Corp.'s
series 2005-5, and Terwin Mortgage Trust 2007-6ALT. "We removed 36
of the lowered ratings from CreditWatch with negative
implications. In addition, we affirmed our ratings on two classes
and removed them from CreditWatch negative. Lastly, we affirmed
our ratings on 23 other certificates from these Alt-A
transactions.  All of the affected transactions were issued in
2005 with the exception of Terwin Mortgage Trust 2007-6ALT, which
was issued in the second half of 2007," S&P says.

There has been a persistent rise in the level of delinquencies
among the Alt-A mortgage loans supporting these transactions. The
lowered ratings reflect current or projected credit enhancement
levels that are no longer adequate to support the ratings at their
previous levels. As of the July 2008 distribution period, severely
delinquent loans (90-plus days, foreclosures, and real estate
owned {REO}) for these transactions ranged from 11.55% (Adjustable
Rate Mortgage Trust 2005-12, structure group 8) to 29.28%
(Adjustable Rate Mortgage Trust 2005-12, structure group 5) with
total delinquencies ranging from 17.10% (Adjustable Rate Mortgage
Trust 2005-12, structure group 8) to 35.04% (Alternative Loan
Trust 2005-62) of the current pool balances. Cumulative losses for
the affected transactions ranged between 0.00% (Terwin Mortgage
Trust 2007-6ALT) and 2.86% (Adjustable Rate Mortgage Trust 2005-
12, structure group 5) of the original pool balances. Over the
past six months, severe delinquencies for all of these
transactions have continued to increase.

The downgrades of class B-4 from Alternative Loan Trust 2005-62
and classes 5-M-4 and 5-M-5 from Adjustable Rate Mortgage Trust
2005-12 reflect principal write-downs to these classes, which
prompted us to lower the ratings to 'D'.

"Based on the current collateral performance of these
transactions, future credit enhancement is projected to be
significantly less than the original credit support. For
transactions that contain excess spread and overcollateralization
generally losses are exceeding the excess spread amounts generated
from these transactions, and if this trend continues and losses
are realized as we projected, credit support will be significantly
eroded even at the subordination levels. In the case of Terwin
Mortgage Trust 2007-6ALT, which is 11 months seasoned and has not
realized any losses to date, the amount of severely delinquent
loans for this deal has increased to 24.89% from 16.64% in the
past six months. Credit enhancement for Alternative Loan Trust
Series 2005-62 comes strictly from subordination, and the amount
of severe delinquencies for this deal has increased to 23.17% from
14.77% in the past six months despite taking average losses of
$2,204,000 during this time," S&P says.

"We will continue to review all of the Alt-A transactions from
these vintages on a monthly basis and take rating actions as they
are warranted."

The affirmations reflect sufficient credit support percentages to
support the current ratings as of the July 2008 remittance period.

The underlying collateral for all of the affected classes consists
primarily of Alt-A mortgage loans.

RATINGS LOWERED

Alternative Loan Trust 2005-62
Series 2005-62

                                Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  1-A-2      12668ATP0     BBB            AAA
  1-X-1      12668ATR6     BBB            AAA
  1-X-2      12668ATS4     BBB            AAA
  1-X-3      12668AYA7     BBB            AAA
  2-X-1      12668ATW5     BBB            AAA
  2-X-2      12668AYC3     BBB            AAA
  M-X        12668ATX3     BBB            AAA
  B-4        12668AUJ2     D              CCC

Opteum Mortgage Acceptance Corp.
Series 2005-5

                                Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  M-1        68383NDB6     A              AA+
  M-10       68383NDS9     CC             CCC

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Adjustable Rate Mortgage Trust 2005-12
Series 2005-12

                                Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  1-A-2      2254W0ME2     AA             AAA/Watch Neg
  2-A-2      2254W0MG7     AA             AAA/Watch Neg
  3-A-2      2254W0MJ1     AA             AAA/Watch Neg
  4-A-2      2254W0ML6     AA             AAA/Watch Neg
  C-B-1      2254W0MU6     CCC            AA/Watch Neg
  C-B-2      2254W0MV4     CCC            A/Watch Neg
  C-B-3      2254W0MW2     CC             BBB/Watch Neg
  C-B-4      2254W0MZ5     CC             BB/Watch Neg
  5-A-2      2254W0MN2     A              AAA/Watch Neg
  5-M-1      2254W0MP7     BB             AA/Watch Neg
  5-M-2      2254W0MQ5     CCC            A/Watch Neg
  5-M-3      2254W0MR3     CC             BBB/Watch Neg
  5-M-4      2254W0MS1     D              BB+/Watch Neg
  5-M-5      2254W0MT9     D              B/Watch Neg

Alternative Loan Trust 2005-62
Series 2005-62

                                Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  M-1        12668ATY1     BB             AA+/Watch Neg
  M-2        12668ATZ8     B              AA/Watch Neg
  M-3        12668AUA1     CCC            AA/Watch Neg
  M-4        12668AUB9     CCC            AA-/Watch Neg
  M-5        12668AUC7     CCC            A+/Watch Neg
  M-6        12668AUD5     CCC            A-/Watch Neg
  M-7        12668AUE3     CC             BBB+/Watch Neg
  B-1        12668AUF0     CC             BBB/Watch Neg
  B-2        12668AUG8     CC             BB/Watch Neg
  B-3        12668AUH6     CC             B/Watch Neg

Opteum Mortgage Acceptance Corp.
Series 2005-5

                                Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  M-2        68383NDC4     BB             AA/Watch Neg
  M-3        68383NDD2     B              AA-/Watch Neg
  M-4        68383NDE0     CCC            A+/Watch Neg
  M-5        68383NDF7     CCC            A/Watch Neg
  M-6        68383NDG5     CCC            BBB+/Watch Neg
  M-7        68383NDH3     CCC            BB/Watch Neg
  M-8        68383NDJ9     CC             BB/Watch Neg
  M-9        68383NDK6     CC             B/Watch Neg

Terwin Mortgage Trust 2007-6ALT
Series 2007-6ALT

                                Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  M-1        88157VAD9     B              AA/Watch Neg
  M-2        88157VAE7     CCC            A/Watch Neg
  M-3        88157VAF4     CC             BBB/Watch Neg
  M-4        88157VAG2     CC             BBB-/Watch Neg

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

Adjustable Rate Mortgage Trust 2005-12
Series      2005-12

                                Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  3-A-1      2254W0MH5     AAA            AAA/Watch Neg
  5-A-1      2254W0MM4     AAA            AAA/Watch Neg

RATINGS AFFIRMED

Adjustable Rate Mortgage Trust 2005-12
Series      2005-12

  Class      CUSIP         Rating
  -----      -----         ------
  1-A-1      2254W0MD4     AAA
  2-A-1      2254W0MF9     AAA
  4-A-1      2254W0MK8     AAA

Alternative Loan Trust 2005-62
Series      2005-62

  Class      CUSIP         Rating
  -----      -----         ------
  1-A-1      12668ATN5     AAA
  2-A-1      12668ATT2     AAA
  2-A-2      12668ATU9     AAA
  2-A-3      12668ATV7     AAA
  2-A-4      12668AYB5     AAA

Opteum Mortgage Acceptance Corporation
Series 2005-5

  Class      CUSIP         Rating
  -----      -----         ------
  I-APT      68383NCU5     AAA
  I-A1A      68383NCV3     AAA
  I-A1B      68383NCW1     AAA
  I-A1C      68383NCX9     AAA
  I-A1D      68383NCY7     AAA
  I-A2       68383NCZ4     AAA
  II-A1A     68383NDL4     AAA
  II-A1B     68383NDM2     AAA
  II-A1C     68383NDN0     AAA
  II-A1D1    68383NDP5     AAA
  II-A1D2    68383NDQ3     AAA
  II-AN      68383NDR1     AAA

Terwin Mortgage Trust 2007-6ALT
Series 2007-6ALT

  Class      CUSIP         Rating
  -----      -----         ------
  A-1        88157VAA5     AAA
  A-2        88157VAB3     AAA
  A-3        88157VAC1     AAA


* Bankruptcy Filings Soar to Almost 30% in Past 12 Months
---------------------------------------------------------
The 12-month period ended June 30, 2008, saw an increase of 28.9%
in bankruptcy filings, the Associated Press reports, citing data
obtained from the U.S. bankruptcy courts.

There were a total of 967,831 bankruptcy filings for the 12-month
period:

                           Frequency   Percentage
                           ---------   ----------
        Business Filings      33,822      3.4%
    Non-Business Filings     934,009     96.5%
                             -------
                             967,831

Of the 934,009 non-business bankruptcy filings, 592,376 of them,
or 63%, were Chapter 7 filings, or liquidation involving non-
protected individual assets, relates the AP.  Most of the non-
business filings were under Chapter 13 protection.

There were also 69%, or 23,372 Chapter 7 bankruptcy filings among
the 33,822 business filings for the 12-month period, the AP
further relates.

ABI World reports that the total number of U.S. bankruptcies filed
during the first six months of 2008 increased 29.2 percent over
the same period in 2007.


* Fried Frank Selected Five New Partners
----------------------------------------
Fried, Frank, Harris, Shriver & Jacobson LLP elected five lawyers
to its partnership.  As of September 1, 2008, the new partners are
Andrew B. Barkan, Michael J. Barker, Murray Goldfarb, Bradford R.
Lucas and Jennifer Lauren Rodburg.

In a joint statement, Valerie Ford Jacob, Fried Frank's
Chairperson, and Justin Spendlove, Fried Frank's Managing Partner,
stated, "These appointments reflect the strength of the Firm and
its continuing growth. We are proud and excited to have these
colleagues, who have dedicated themselves to Fried Frank over the
years, as partners of the Firm."

Andrew B. Barkan, an attorney in the Corporate Department in the
Firm's New York office, focuses his practice on corporate finance
transactions, including the representation of issuers and
underwriters in domestic and international high-yield and
investment-grade debt offerings, acquisition financings, equity
offerings, spin-offs and related capital market and private equity
transactions.  In addition, Mr. Barkan frequently works with
investment banks in connection with acquisition financing
commitments, and advises clients on a variety of securities law
and corporate governance matters.  He joined the Firm in 2000. Mr.
Barkan received his JD from New York University School of Law in
2000 and his BS, magna cum laude, from the Wharton School of the
University of Pennsylvania in 1997.  He is admitted to the bar in
New York.

Michael J. Barker, an attorney in the Real Estate Department in
the Firm's New York office, focuses his practice on a broad range
of domestic and foreign acquisitions, financings, development and
construction projects, joint ventures and real estate investment
transactions involving commercial, residential, retail and
hospitality properties.  His diverse client list includes
developers, owners, lenders and institutional investors.  Mr.
Barker joined the Firm in 2006 as special counsel. He received his
JD from the College of Law of England and Wales in 1991 and his BA
from the University of Sussex in 1990.  He is admitted to the bar
in New York.

Murray Goldfarb, an attorney in the Corporate Department in the
Firm's New York office, concentrates his practice on the
representation of private equity funds and public and private
companies in mergers and acquisitions, leveraged buyouts and joint
ventures.  He advises clients on acquisitions and investments in
private and public companies, on the structuring and
implementation of exit strategies, and in connection with
securities laws compliance, corporate governance issues and other
general corporate matters.  Mr. Goldfarb joined the Firm in 2000.
He received his LLM in taxation in 2003 from New York University
School of Law, his JD, cum laude, from New York University School
of Law in 2000, and his BS, magna cum laude, from Miami University
of Ohio in 1997.  He is admitted to the bar in New York.

Bradford R. Lucas, an attorney in the Corporate Department in the
Firm's Washington DC office, focuses his practice primarily on
asset management matters, including the structuring and offering
of hedge funds, private equity funds and other alternative
investment products.  In addition, he has worked on a variety of
other transactional and securities law matters, including
securities offerings and mergers and acquisitions, and has
provided general corporate counsel on governance issues.  Prior to
joining the Firm in 2001, Mr. Lucas served as a judicial clerk to
The Honorable Thomas Rawles Jones, Jr., United States Magistrate
Judge, United States District Court for the Eastern District of
Virginia. He received his JD, magna cum laude, from George Mason
University School of Law in 2000 and his BA from the University of
Virginia in 1997.  He is admitted to the bar in the District of
Columbia and Virginia.

Jennifer Lauren Rodburg, an attorney in the Bankruptcy and
Restructuring practice in Fried Frank's New York office, has a
broad range of experience in advising clients on a variety of
bankruptcy and restructuring-related matters.  She has been active
in the representation of corporate debtors, creditors and
shareholders in chapter 11 cases and out-of-court restructurings
both within the United States and abroad.  Ms. Rodburg has also
represented a variety of significant investors, creditors or third
party purchasers in arbitrage and restructuring matters. She
joined the Firm in 2000.  Ms. Rodburg received her JD from New
York University School of Law in 2000 and her BA, magna cum laude,
from the University of Pennsylvania in 1997.  She is admitted to
the bar in New York and New Jersey, and she is admitted to
practice in the courts of the Southern District of New York and
the Eastern District of Michigan.

                          About Fried Frank

Fried, Frank, Harris, Shriver & Jacobson LLP --
http://www.friedfrank.com/-- is an international law firm with
more than 650 attorneys in offices in New York, Washington, D.C.,
London, Paris, Frankfurt, Hong Kong and Shanghai.  Fried Frank
lawyers regularly represent major investment banking firms,
private equity houses and hedge funds, as well as many of the
largest companies in the world. The Firm has an association with
Huen Wong & Co. in Hong Kong.


* BOOK REVIEW: Working Together: 12 Principles for
                Achieving Excellence in Managing Projects,
                Teams, and Organizations
---------------------------------------------------------
Author: James P. Lewis
Publisher:  Beard Books
Hardcover:  208 pages
List Price: US$34.95

Own your personal copy at
http://amazon.com/exec/obidos/ASIN/158798279X/internetbankrupt

This intriguing book tells the story of how the the author led in
the restoration of Boeing Commercial Airplanes to a global
industry leading position.

In conjunction with Alan Mulally, President and CEO of Boeing and
developer of his twelve guiding principles of project management,
the "working together" principles and practices were the key to a
successful conclusion of the project creating and selling the
revolutionary Boeing 777.

That project may have been the biggest test of the "working
together" principles and practices, and should be required reading
for all managers and would-be managers.

These principles include such matters as clear performance goals,
an inclusive working environment, and the use of active listening
skills.

The application of these principles to the real world makes for a
book full of practical guidance and enduring managerial tools.

                              *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                              *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Sheryl Joy P. Olano, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                     *** End of Transmission ***