TCR_Public/080901.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, September 1, 2008, Vol. 12, No. 208           

                             Headlines

ABDULLAH HAWATT: Case Summary & 20 Largest Unsecured Creditors
ALLEN VANGUARD: Moody's Junks Probability of Default Rating
AMERICAN MEDICAL: Voluntary Chapter 11 Case Summary
AMERICAN MEDIA: Notes Offering Cues Moody's to Junk Ratings
AMR CORP: Confirms Pact with Merrill Lynch on Stock Issuance

APPTIS INC: S&P Revises 'B' Rating Outlook to Stable from Neg
ARTISAN MARKET: Closes Shop; Owner Blames Landlord's Heedlessness
ASARCO LLC: AMC & Asarco Inc. Balk at $10 Million DIP Financing
ASARCO LLC: Court Okays Appointment of Asbestos Claimants Panel
ASARCO LLC: Treatment & Recovery of Claims Under Parent's Plan

ASARCO LLC: Bondholders to Oppose Parent's Competing Ch. 11 Plan
BARBEQUES GALORE: Court to Review Bid Protocol at Sept. 3 Hearing
BAUGHER CHEVROLET: Plans to Sell Business to Obaugh Auto
BEAR STEARNS: Moody's Junks Ratings on 111 Class Certificates
BIRCH MOUNTAIN: Amends $31.5MM Debenture, Tricap Waives Default

BLUE WATER: General Motors Wants Chapter 7 Trustee Appointed
BLUE WATER ENDEAVORS: Voluntary Chapter 11 Case Summary
BROWN SHOE: S&P Cuts Rating to 'BB-' on Weaker Credit Metrics
BURNSIDE AVENUE: Committee Wants to Probe Planned Store Closures
CALPINE CORP: S&P Removes 'B' from Watch, Restores to Old Level

CAVTEL HOLDINGS: Moody's Junks Two Senior 1st Lien Secured Loans
CBRL GROUP: Secured Credit Facility Gets 'BB-' Rating from S&P
CHARMING SHOPPES: Reports Fiscal 2009 Second Quarter Results
CHOCTAW RESORT: S&P Cuts Corporate Credit Rating to 'BB'
CIPRICO INC: Dot Hill to Purchase Assets for $2.25 Million

CITIGROUP TRUST: S&P Lowers Class MLA-1 Rating to 'BB'
COLISEUM ENTERTAINMENT: Voluntary Chapter 11 Case Summary
CSFB MORTGAGE: Moody's Rates $28.9 Million Class Certs. Low-B
DANA CORP: To Sell Offices in Toledo, Ohio to Health Care REIT
DANE CARPE: Voluntary Chapter 11 Case Summary

DELPHI CORP: ADAH Wants to Re-Argue Court's Decree on Fraud Suit
DELPHI CORP: Creditors Want Court to Deny $300MM Loan from GM
DELPHI CORP: PBGC Wants GM to Assume Delphi's Pension Liabilities
DENNIS SUHLER: Case Summary & 20 Largest Unsecured Creditors
DONALD DONOHO: Voluntary Chapter 1 Case Summary

DREAM TOURS: Voluntary Chapter 11 Case Summary
DURA AUTOMOTIVE: GE Commercial Heads $110MM Exit Credit Facility
ESSAR STEEL: Moody's Confirms Caa1 Rating on Senior Subor. Notes
EUROFRESH INC: S&P Affirms 'CC' Issue-Level Rating
FGIC CORP: S&P Keeps 'BB' Rating on CreditWatch Negative

FORTERRA ENVIRONMENTAL: Reports C$691,568 Shareholders' Deficit
FTD INC: S&P Withdraws Ratings After United Online's Acquisition
GATEWAY CASINOS: S&P Cuts Rating to 'B-'; Outlook Negative
GREENSHIFT CORP: June 30 Balance Sheet Upside-Down by $21,595,210
GREENWICH CAPITAL: Moody's Holds Low-B Rating on $96.3MM Certs.

GUARANTEE CHEVROLET: Debt Repayment Deadline Looming
GUITAR CENTER: S&P Junks $375,000,000 Senior Unsecured Notes
HENDRX CORP: Posts $699,152 Net Loss in 2008 Second Quarter
HENRIETTA MORENA: Case Summary & Three Largest Unsecured Creditors
INSTANT WEB: S&P Cuts Senior Secured First-Lien Debt Cut to 'B'

INTEGRITY BANK: Operations Halted, FDIC Named as Receiver
INTERSTATE BAKERIES: Steve Lee to Acquire Firm's Real Property
JAMES MAGLIETTE: Case Summary & Three Largest Unsecured Creditors
JEFFERSON COUNTY: Creditors Grant 30-Day Debt Reprieve
JJH INVESTMENTS: Bankruptcy Stops City Shops Property Foreclosure

JJH INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
JMDM LLC: Case Summary & Two Largest Unsecured Creditors
JPMORGAN CHASE MORTGAGE: Moody's Holds $67MM Certs.' Low-B Ratings
JPMORGAN TRUST: S&P Cuts Classes G, H Ratings to 'CCC'
K2 FINANCIAL: Moody's Junks Ratings on Two Subordinates Notes

LANDMARK II: S&P Downgrades Class D Rating to 'B'; On Watch Neg
LAWRENCE SMITH: Case Summary & 20 Largest Unsecured Creditors
LEXICON UNITED: June 30 Balance Sheet Upside-Down by $623,504
LIN TV: S&P Affirms 'B+' Corp. Credit Rating After Loan Amendment
LOCAL TV: Moody's Junks Ratings on $190 Million Senior Notes

MARSHALL HOLDINGS: June 30 Balance Sheet Upside-Down by $3,195,844
MASONITE INTERNATIONAL: In Default on Secured Credit Facilities
MASONITE INTERNATIONAL: S&P Cuts to 'CCC+' on Covenant Breach
MERCURY COMPANIES: Case Summary & 20 Largest Unsecured Creditors
MONEY CENTERS: June 30 Balance Sheet Upside-Down by $8,493,877

MORGAN STANELY ACES: S&P Cuts 2006-8 Class A-6 Rating to 'CCC+'
MORGAN STANLEY DEAN: Moody's Junks $4.5 Mil. Class K Certificates
MRS FIELDS: Get Initial OK to Use Noteholders' Cash Collateral
NORTHEAST BIOFUELS: Moody's Cuts B1 Rating on Senior Loan to B2
NORTHWESTERN CORP: Lenders to Get Pro Rata of Surplus Distribution

NRG ENERGY: S&P Removes 'B+' from Watch, Restores to Old Level
ONCOR ELECTRIC: Moody's Withdraws Ba1 Rating on Corporate Family
ONEIDA LTD: S&P Withdraws 'B' Corp. Credit Rating
PERFORMANCE TEXACO: Voluntary Chapter 11 Case Summary
PERITUS I: S&P Lowers Class C Rating to 'B+'; Off Watch Negative

QUEBECOR WORLD: Sets Final Conversion Rate of Preferred Shares
RMBS SECURITIES: Moody's Junks 127 Classes of Notes
ROLAND DANIEL: Case Summary & 34 Largest Unsecured Creditors
RYERSON INC: S&P Puts 'B+' Credit Rating on Watch Negative
S & A RESTAURANT: Picks Trigild to Liquidate 37 Restaurants

SCOTIA PACIFIC: Moody's Cuts Rating of $867.2MM Notes to Caa3
SEMGROUP LP: Suppliers Demand Formation of Special Committee
SIGNATURE PARTNERSHIP: Case Summary & 20 Largest Unsec. Creditors
SLM CORP: Moody's Rates Preferred Stock Ba1
SLM TRANS: Voluntary Chapter 11 Case Summary

SMARTIRE SYSTEMS: Sells Conv. Debentures to Xentenial for $100,000
SONITROL CORP: S&P Withdraws 'B' After Stanley Works' Buyout
STEVE & BARRY'S: Court OKs Cooley Godward as Committee Counsel
STEVE & BARRY'S: Loughlin as Panel Financial Advisor Approved
STEVE & BARRY'S: Sinomax, et al., Say Containers Not Estate-Owned

TEXAS AFFORDABLE HOUSING: S&P Junks 2002B, 2002C Bond Ratings
TYRONE HOSPITAL: Ex-CEO's Suit, Pension Claims Stall Bankruptcy
USAA CREDIT: Moody's Rates $80 Mil. Class D Notes Ba3
VONAGE HOLDINGS: Tender Offer Extended Until September 15
WOW CAFE: Ceases Operations at Mayfaire Town Center

* Deloitte Will Continue to Face $300MM Malpractice Suit

* SEC Sets Timetable of Reporting Conversion from GAAP to IFRS

* BOND PRICING: For the Week of Aug. 25 - Aug. 29, 2008

                             *********


ABDULLAH HAWATT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Abdullah Hawatt
        705 Scotsman Trace
        Dyersburg, TN 38024

Bankruptcy Case No.: 08-28550

Chapter 11 Petition Date: August 22, 2008

Court: Western District of Tennessee (Memphis)

Judge: George W. Emerson

Debtor's Counsel: John E. Dunlap, Esq.
                  Law Office of John E. Dunlap
                  1433 Poplar Avenue
                  Memphis, TN 38104
                  Tel: (901) 276-3334
                  Email: jdunlap00@gmail.com

Total Assets: $2,974,126

Total Debts:  $3,215,148

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

     http://bankrupt.com/misc/tnwb08-28550.pdf


ALLEN VANGUARD: Moody's Junks Probability of Default Rating
-----------------------------------------------------------
Moody's Investors Service downgraded all ratings of Allen Vanguard
Corporation, including its corporate family rating to B3 from B1,
probability of default rating to Caa1 from B2, senior secured
rating to B3 from B1 and speculative grade liquidity rating to
SGL-4 (weak) from SGL-3 (adequate).  The outlook is stable.
Following the ratings actions, Moody's said that it will withdraw
all ratings for AVC for business reasons.

Downgrades:

Issuer: Allen-Vanguard Corporation

  -- Probability of Default Rating, Downgraded to Caa1 from B2
  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-3
  -- Corporate Family Rating, Downgraded to B3 from B1
  -- Senior Secured Bank Credit Facility, Downgraded to B3, LGD3,
     31% from B1, LGD3, 31%

The ratings actions heavily weigh AVC's significant shortfall in
its FQ3/08 results compared to Moody's earlier expectations.  
While the potential for some volatility to AVC's results had
previously been considered by Moody's, the magnitude of the
earnings shortfall has heightened Moody's concerns about AVC's
prospective ability to comply with financial covenants in its bank
facility through the next several quarters.  The potential for a
covenant violation undermines the company's liquidity profile
which elevates the probability of default in Moody's view,
contributing to the two notch reduction in AVC's probability of
default and corporate family ratings.  The company's increased
backlog, good competitive position, entry barriers and the mission
critical nature of the bulk of its product offerings contribute to
the stable outlook.  The rating action does not consider the
potential for a strategic investment in the company, which the
company has stated it is considering.

Headquartered in Ottawa, Canada, Allen Vanguard Corporation is
defense contractor.


AMERICAN MEDICAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: American Medical Utilization Management Corporation
        434 Rockaway Avenue
        Brooklyn, NY 11212

Bankruptcy Case No.: 08-45619

Type of Business: The Debtor is engaged in the health care        
                  business.

Chapter 11 Petition Date: August 27, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Dennis E. Milton

Debtor's Counsel: Raymond Ragues, Esq.
                  Ragues & Min, Suite 904
                  170 Broadway
                  New York, NY 10038
                  Tel: (212) 766-1100
                  Fax: (212) 766-2021
                  Email: r.ragues@raguesandmin.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $100,001 to $500,000

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


AMERICAN MEDIA: Notes Offering Cues Moody's to Junk Ratings
-----------------------------------------------------------
Moody's Investors Service downgraded American Media Operations,
Inc.'s Probability of Default rating to Ca from Caa2 following the
company's announcement that it has commenced a tender offer for
its subordinated notes and a concurrent offer of new securities.
All ratings remain under review for possible downgrade.

Details of the rating action are:

Rating downgraded and remaining under review for possible
downgrade:

  -- Probability of Default rating (PDR) to Ca from Caa2

Ratings remaining under review for possible downgrade:

  -- Corporate Family rating currently Caa2

  -- Senior secured revolving credit facility due 2012 currently
     B2, LGD2, 20%

  -- Senior secured term loan B due 2013 currently B2, LGD2, 20%

  -- 8.875% senior subordinated global notes due 2011-- currently
     Caa3, LGD5, 76%

  -- 10.25% senior subordinated global notes due 2009 currently
     Caa3, LGD5, 76%

The downgrade of the PDR to Ca reflects Moody's view that American
Media's proposed tender and concurrent securities offering, if
successfully concluded, constitutes an effective distressed
exchange event of default.

Moody's expects to downgrade the PDR further to a "/LD" rating
upon completion of the tender offer and concurrent securities
offerings (scheduled to expire on September 25, 2008) to reflect
this view of a limited default occurring.  According to the terms
of the offering, tendering noteholders must also agree to purchase
(on a dollar-for-dollar basis) a combination of (1) convertible
units (comprising $250 million of 12% senior unsecured notes and
approximately $16 million of special subordinated discount notes)
and (2) up to $340 million (at maturity) of senior subordinated
discount notes.  Once a threshold of over 90% of the 2009 notes
and 50% of the 2011 notes have been successfully tendered (or
otherwise acquired by the company), the units and subordinated
notes will automatically convert into new permanent 11.5% senior
subordinated discount notes.  If less than the threshold
percentages are tendered, then the units and senior subordinated
notes will not convert into new permanent subordinated notes.
Accordingly, at this time it is difficult to accurately predict
the composition of American Media's capital structure following
the expiry date of the tender offer, and as such all ratings
remain under review for possible downgrade.

Moody's placed all of American Media's ratings under review for
possible downgrade earlier this year following the company's
disclosure that it might face a default and acceleration under its
debt agreements.  Moody's expects to conclude this review upon the
completion of the ongoing recapitalization.

The continuing rating review will assess the likelihood that
American Media will successfully conclude the current tender offer
and issuance of new securities, thereby averting the early
maturity provisions of the senior secured loan facilities.  
According to the terms of American Media's 2006 loan agreement,
both the term loan and revolver will mature on February 1, 2009
(earlier than their respective scheduled maturity dates of 2012
and 2013) unless the company refinances at least $389.5 million of
its 2009 Notes on or prior to February 1, 2009.  In addition, the
review will focus upon the company's ability to (i) remain in
compliance with its senior secured loan covenants (and its
currently maintenance-based bond indenture covenants), both of
which tighten notably for the periods ended December 31, 2008 and
September 30, 2008 respectively, (ii) revitalize its overall sales
and circulation count, (iii) maintain margins and (iv) improve
liquidity and leverage credit metrics in the face of soft market
spending on magazine advertising, secular declines in tabloid
print circulation and the intense competition which American Media
faces in the health and celebrity news publishing segments.

At the end of June 2008, American Media's bank-defined senior
secured leverage ratio stood at 3.48 times (only marginally within
a 3.5 times test).  Moody's is concerned that the company will be
able to continue complying with this test, which tightens to 3.25
times for the period ended December 31, 2008 and further tightens
to 3.0 times for the period ended December 31, 2009.

On August 26, 2008, American Media announced that it had commenced
a tender offer to purchase its existing senior subordinated notes
and concurrently offered existing noteholders a combination of (1)
convertible units (comprising $250 million of 12% senior unsecured
notes and approximately $16 million of special subordinated
discount notes) and (2) up to $340 million (at maturity) of senior
subordinated discount notes.

Headquartered in Boca Raton, Florida, American Media Operations is
a leading publisher of consumer magazines.  The company reported
sales of $488 million for the LTM period ended June 30, 2008.


AMR CORP: Confirms Pact with Merrill Lynch on Stock Issuance
------------------------------------------------------------
AMR Corporation confirmed its agreement with Merrill Lynch,
Pierce, Fenner & Smith Incorporated as sales agent.

Pursuant to the Agreement, the company proposes to issue and sell
from time to time through the Agent, shares of the company's
common stock, par value $1.00 per share, having an aggregate
offering price of up to $300,000,000.

The company has prepared and filed on Form S-3 with the Securities
and Exchange Commission a registration statement (File Nos. 333-
136563 and 333-136563-01) relating to the company's debt
securities, Common Stock and other securities and the offering
from time to time in accordance with Rule 415 under the Securities
Act of 1933, as amended.

                        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
Outlook.


APPTIS INC: S&P Revises 'B' Rating Outlook to Stable from Neg
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Chantilly, Va.-based Apptis (DE) Inc. to stable from negative as a
result of the company's improved liquidity profile and reduced
debt leverage. At the same time, S&P affirmed its ratings on
Apptis, including the 'B' corporate credit rating.

"The rating on Apptis reflects its relatively modest position in
the highly competitive and consolidating government IT
[information technology] services market and high debt leverage,"
said Standard & Poor's credit analyst David Tsui. "A predictable
revenue stream based on a strong backlog and the expectation that
government-related services business will remain solid in the
intermediate term are partial offsets to these weaknesses."

Apptis provides IT services and communications solutions primarily
to the federal government. The company also generates a
significant portion of operating income from its hardware
business, although revenue from this business has lower margins
than on the services side. Apptis had about $213 million in
operating lease-adjusted debt, including $71 million of senior
subordinated holding company payment-in-kind notes, as of June 30,
2008.


ARTISAN MARKET: Closes Shop; Owner Blames Landlord's Heedlessness
-----------------------------------------------------------------
The Star-News -- McClatchy-Tribune News Service reports that
Artisan Market & Cafe and WOW Cafe & Wingery, two restaurants at
the Mayfaire Town Center in Wilmington, North Carolina, closed  
down about two weeks ago.  The report says that the closures
follow The Sharper Image Corp.'s chapter 11 bankruptcy filing.

Mayfaire marketing director, Paige McKenzie, said that the
"[t]urnover is unfortunately going to occur from time to time,"
the Star News relates.  She added that Mayfaire has been fortunate
to only have few closings in more than four years.  Despite the
recent closures, "Mayfaire continues to grow," the Star News
quotes Ms. McKenzie as stating.

Artisan owner David Leinwand disclosed that the restaurant had
financial problems and was forced to close down on Aug. 17, 2008,
the Star News writes.  Artisan customers and its 30 workers were
short noticed.  Mr. Leinwand commented he "had a good business"
but there were "too many obstacles at Mayfaire," the Star News
relates.  He added that Mayfaire hardly brought in customers.

Brad Walker, franchisee of WOW's Mayfaire location, won't answer
telephone calls, the Star News says.

According to Mr. Leinwand, the opening of The Fresh Market in
March 2007 "destroyed" his restaurant's revenues from gourmet
products, the Star News reports.  He alleged that Mayfaire refused
to give him assistance after the larger competitor came.  He said
that Mayfaire seemed to work "against" them, the Star News
reveals.

Mr. Leinwand, according to the Star News, disclosed he won't open
another restaurant nor transfer Artisan to another area.  He said
he had been in the restaurant business for 29 and "had enough of
it," the Star News adds.

Mayfaire opened around March 2004.  Its tenants include Macy's and
Belk.  Wow Cafe opened in October 2006 and closed on Aug. 13,
2008, according to the report.  Artisan opened in August 2004.


ASARCO LLC: AMC & Asarco Inc. Balk at $10 Million DIP Financing
---------------------------------------------------------------
Asarco Incorporated and Americas Mining Corporation oppose ASARCO
LLC and its Asbestos Subsidiary Debtors' joint motion for
authority to obtain the $10,000,000 DIP Financing, saying that
the $10,000,000 financing is only given as a gift.

Asarco Inc. and AMC assert that the DIP Loan not only wastes
ASARCO LLC's resources, but is also not authorized by the
Bankruptcy Code and does not constitute a proper exercise of
ASARCO LLC's business judgment.

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, tells the Court that the the motion itself admits that
the Asbestos Subsidiaries are a bad credit risk, having no
operation, generating no income, having depleted the asbestos
insurance settlement proceeds in excess of $20,000,000, and
having no assets to secure the loan.  The proposed financing
constitutes an improper pre-confirmation advance against plan
distributions, which violates the Bankruptcy Code and the
Bankruptcy Rules, Mr. Despins adds.

Mr. Despins goes on further that there is no justification for
ASARCO LLC to gift the Asbestos Subsidiaries with $10,000,000;
ASARCO LLC is under no obligation to fund the independent
obligations of the Asbestos Subsidiaries, which presumptively,
have separate estates.

About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--      
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.

Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J.
Baker, Esq., at Reed Smith LLP give legal advice to the Official
Committee of Unsecured Creditors and David J. Beckman at FTI
Consulting, Inc., gives financial advisory services to the
Committee.

When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since April 18, 2005.

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

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

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.

As reported by the Troubled Company Reporter on August 28, 2008,
Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims.  AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman &
Plifka, APC, in Dallas, Texas, represents the Asarco Asbestos
Subsidiary Committee.

(ASARCO Bankruptcy News, Issue No. 80; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Court Okays Appointment of Asbestos Claimants Panel
---------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas directed the U.S. Trustee to
appoint an official committee of asbestos claimants to be
comprised of (i) the current members of the existing asbestos
committee for the Asbestos Subsidiary Debtors, and (ii) three
additional members who have asbestos-related claims against ASARCO
LLC.

Judge Schmidt also authorized ASARCO to appoint Robert C. Pate as
future asbestos claimants' representative that may assert
asbestos claims against ASARCO.  The ASARCO FCR will continue to
serve in his capacity as FCR for the Asbestos Subsidiary Debtors.

The ASARCO FCR and his professionals will allocate fees and
expenses between (i) work done on behalf of Future Claimants
asserting demands against ASARCO, which will be from the assets
of ASARCO; and (ii) work done on behalf of Future Claimants
asserting demands against the Asbestos Subsidiary Debtors as well
as work done on behalf of the Subsidiary Debtors, which will be
paid from the assets of the Subsidiary Debtors.

However, to ensure that all claims are represented against all
Debtors, ASARCO asked the Court to vacate its orders and
requested for an order directing the U.S. Trustee to appoint an
Official Committee of Asbestos Claimants and an FCR to represent
the specific class of creditors with asbestos-related claims
against all Debtors, including:
   
   * ALC, Inc.
   * American Smelting and Refining Company
   * Alta Mining and Development Company
   * AR Mexican Explorations Inc.
   * AR Sacaton, LLC
   * ASARCO Consulting, Inc.
   * ASARCO Exploration Company, Inc.
   * Asarco Master, Inc.
   * Asarco Oil and Gas Company, Inc.
   * Blackhawk Mining and Development Company, Limited
   * Bridgeview Management Company, Inc.
   * CAPCO Pipe Company, Inc.
   * Cement Asbestos Products Company
   * Community Association, Inc.
   * Covington Land Company
   * Encycle, Inc.
   * Government Gulch Mining Company
   * Greenhill Cleveland Mining Company
   * Lac d' Amiante du Quebec Ltee
   * Lake Asbestos of Quebec, Ltd.
   * LAQ Canada, Ltd.
   * Limited, Salero Ranch, Unit III
   * Peru Mining Exploration and Development Company
   * Tulipan Company, Inc.
   * Southern Peru Holdings, LLC  
   * Wyoming Mining and Mining Company

Asarco Inc. and Americas Mining Corporation objected to the
proposed orders filed by the Debtors with the Court because the
proposed orders failed to allocate costs and expenses incurred in
connection with the representation of ASARCO LLC's asbestos
claimants and the other Debtors' asbestos claimants.

Asarco Inc. and Americas Mining recalled that the Official
Committee of Asbestos Claimants and Judge Pate have previously
consented to allocation in connection with (i) the services
performed by the Asbestos Committee for ASARCO LLC and the
Asbestos Debtors, and (ii) Judge Pate's duties as the ASARCO FCR
and the Asbestos Debtors FCR.  Asarco Inc. and Americas Mining
asserted that allocation of costs and expenses should be the same
and should require allocation of costs and expenses between work
performed for ASARCO LLC and the other Debtors.

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--      
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.

Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J.
Baker, Esq., at Reed Smith LLP give legal advice to the Official
Committee of Unsecured Creditors and David J. Beckman at FTI
Consulting, Inc., gives financial advisory services to the
Committee.

When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since April 18, 2005.

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

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

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.

As reported by the Troubled Company Reporter on August 28, 2008,
Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims.  AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman &
Plifka, APC, in Dallas, Texas, represents the Asarco Asbestos
Subsidiary Committee.

(ASARCO Bankruptcy News, Issue No. 80; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Treatment & Recovery of Claims Under Parent's Plan
--------------------------------------------------------------
The Chapter 11 plan of reorganization proposed by Asarco
Incorporated and Americas Mining Corporation for ASARCO LLC
provides for the full-payment of different classes of claims.

Because all classes of claims under the Parent's Plan are to be
paid in full, all classes of claims are unimpaired, deemed to
accept the Plan, and not entitled to vote.  The Parent's Plan
classifies the claims asserted against the Debtors as:

    Class  Description
    -----  -----------
    N/A    Administrative Claims
    N/A    Priority Tax Claims
    N/A    Demands
      1    Priority Claims
      2    Secured Claims
      3    Trade and General Unsecured Claims
      4    Bondholders' Claims
      5    Asbestos Personal Injury Claims
      6    Toxic Tort Claims
      7    Previously Settled Environmental Claims
      8    Miscellaneous Environmental Claims
      9    Reinstated Environmental Claims with subclasses:
     10    Late-Filed Claims
     11    Subordinated Claims
     12    Interests in ASARCO
     13    Interests in the Reorganizing Subsidiaries

Demands refer to demands against any of the Reorganizing Debtors
for payment of a Claim that (a) was not a Claim during the
proceedings before the Court leading to Confirmation of the Plan
in the Reorganization Cases; and (b) arises out of the same or
similar conduct or events that gave rise to (i) an Asbestos
Personal Injury Claim or out of property damage.

Holders of Class 5 Asbestos Personal Injury Claims will receive
one of three possible treatments under the Plan:

   (i) If the Section 524(g) Treatment described in this
       subsection is accepted by at least 75% in number of the
       holders of Asbestos Personal Injury Claims actually making
       elections and by the Future Claims Representative, then,
       on the Effective Date, or as soon as the Court establishes
       the aggregate amount of consideration necessary to satisfy
       the requirements of Section 524(g) of the Bankruptcy Code,
       the Section 524(g) Trust will be established and funded
       with the Section 524(g) Trust Assets, and liability of the
       Reorganizing Debtors for all Asbestos Personal Injury
       Claims and Demands will be assumed by, and channeled to,
       the Section 524(g) Trust.

  (ii) In the alternative, if the Section 524(g) Treatment is
       accepted by less than 75% in number of the holders of
       Asbestos Personal Injury Claims actually making elections
       and if the FCR does not accept the Section 524(g)
       Treatment, then, on the Effective Date, or as soon as the
       Court establishes the aggregate amount of consideration
       necessary to satisfy all Asbestos Personal Injury Claims
       in full, the Asbestos Claims Trust will be established and
       funded with the Asbestos Claims Trust Assets for the
       benefit of holders of Asbestos Personal Injury Claims, and
       all Asbestos Personal Injury Claims will be processed,
       liquidated and paid pursuant to the terms and provisions
       of the Asbestos Claims Trust Distribution Protocol and the
       Asbestos Claims Agreement.

(iii) In the further alternative, if the Section 524(g)
       Treatment is accepted by less than 75% in number of the
       holders of Asbestos Personal Injury Claims actually making
       elections and if the FCR does not accept the Section
       524(g) Treatment, and the Court finds that the Primary
       Asbestos Treatment does not leave the holders of Asbestos
       Personal Injury Claims Unimpaired, then, unless the Plan
       Sponsors and the holder of any  Asbestos Personal Injury
       Claim agree to a different treatment, each Asbestos
       Personal Injury Claim will be Reinstated on the Effective
       Date.

Reorganized ASARCO will have the right to challenge the allowance
of any Asbestos Personal Injury Claims on any ground available in
applicable law or agreements.  When an Asbestos Personal Injury
Claim has been resolved by (x) final order or (y) settlement
approved by the Plan Sponsors, that Claim will be paid out of the
Disputed Claims Reserve, with additional recourse to the $440
million guaranty from AMC.

Class 9 Claims are divided into two subclasses.  Subclass 9A
consists of Claims with respect to Assumed Environmental
Liabilities.  These Claims will be reinstated on the Effective
Date and, the applicable Debtor will assume, pay, perform, and
discharge when due all of its Assumed Environmental Liabilities,
provided that if a Reorganized Debtor fails to satisfy any
Subclass 9A Claim, the applicable Claimants will have additional
recourse to the AMC Guaranty.

Subclass 9B consists of Claims of the U.S. Government or the
States under civil Environmental Laws relating to the Designated
Properties.  These Claims will be Reinstated on the Effective
Date and will remain the obligation of the applicable Reorganized
Debtor, except that, for administrative convenience, these Claims
will be addressed through the Environmental Liquidation Trust;
provided that, if a Reorganized Debtor fails to so satisfy any
Subclass 9B Claim, the applicable Claimant will have additional
recourse to the AMC Guaranty.

              Comparison of Parent and Debtors' Plans
                With Respect to Treatment of Claims


  Class                 Parent's Plan          Debtors' Plan
  -----                 -------------          -------------
  Admin. Claims         Substantially similar                       
                      
  Priority Tax Claims   Paid in Full, or       Paid in Full.
                        receive treatment
                        in any other manner
                        so that it will not
                        be impaired.

  Demands               Included in Sec.       Included in Sec.
                        524(g) Trust or        524(g) Trust
                        will remain
                        liabilities of
                        Reorganized
                        ASARCO
  
  Priority Claims              Substantially similar

  Secured Claims               Substantially similar

  Trade & Gen.
  Unsecured Claims      Paid in full.          Paid Allowed
                                               Amount of Claims.
                                               Interest will be
                                               paid pro rata
                                               postpetition.

  Bondholders'          Reinstated or          Reinstated or
  Claims                paid in full.          paid in allowed
                                               amount of claims.

  Asbestos Claims       Channeled to Sec.      Channeled to Sec.
                        524(g) Trust, or       524(g) Trust
                        the Asbestos Claims    funded with:
                        Trust, or reinstated
                        and paid as Allowed.      * $750MM
                                               
                        Sec. 524(g) Trust         * up to an
                        will be funded by           additional
                                                    $102MM
                           * combination of
                             Cash and other       * Asbestos
                             consideration,         Insurance
                             including the          Recoveries
                             Asbestos
                             Insurance            * 50% of all
                                                    Litigation
                                                    Proceeds

                                                  * 100% interest
                                                    in Debtor
                                                    Covington

  Toxic Tort Claims     Paid in full           Paid Allowed
                                               Amount of Claims
                                               with possibly paid
                                               pro rata
                                               postpetition
                                               interest

  Previously            Paid in full           Paid Allowed
  Settled                                      Amount of Claims
  Environmental                                with possibly paid
  Claims                                       pro rata
                                               postpetition
                                               interest
  
  Miscellaneous         Paid in full           Paid Allowed
  Federal & State                              Amount of Claims
  Environmental                                with possibly paid
  Claims                                       pro rata
                                               postpetition
                                               interest

  Residual              Paid in full.          Paid $750MM, up to
  Environmental         Combined with          an additional
  Claims                Miscellaneous          $102MM, and 50% of
                        Federal & State        Litigation
                        Claims                 Proceeds.

  Environmental         Will be assumed        Will be assumed by
  Claims with           by reorganized         Sterlite (USA)
  respect to            ASARCO
  retained Real
  Property

  Environmental         Reinstated; the        Channeled to
  Claims with           Designated Properties  Environmental
  respect to            will be transferred    Custodial Trust
  Designated            to the Environmental
  Properties            Liquidation Trust

  Late-Filed Claims     Paid in full           To be extent
                                               any available Plan
                                               Funds remain, will
                                               be paid in full or
                                               pro rata

  Subordinated          Paid in full           To be extent
  Claims                                       any available Plan
                                               Funds remain, will
                                               be paid in full or
                                               pro rata

  Interests in          Holders will retain    Canceled
  ASARCO LLC            100% of their
                        interests in ASARCO

  Interests in          Holders will retain    Canceled
  Reorganizing          100% of their
  Subsidiaries          interests in ASARCO

  Interests in          Interests in Asbestos  Canceled
  Asbestos              Debtors will be
  Debtors               transferred to the
                        Sec. 524(g) Trust

  Interests in other    Not applicable        Canceled
  Subsidiary Debtors

                       Other Plan Provisions

A. Creation of Trusts

The Parent's Plan contemplates a creation of a Section 524(g)
Trust, an Asbestos Claims Trust, and an Environmental Litigation
Trust, which will oversee and assume the responsibilities of the
Reorganized Debtors with respect to asbestos and environmental
liabilities.

All asbestos-related claims will be channeled to the Section
524(g) Trust for resolution and distribution.  The initial
Section 524(g) Trustees will be nominated by the Official
Committee of Unsecured Creditors for the Asbestos Subsidiary
Debtors and the Future Claims Representative.  The Section 524(g)
Trust is to be funded in part by securities of the Asbestos
Subsidiary Debtors and by the obligation of the Asbestos
Subsidiary Debtors to make future payments.  The Section 524(g)
Trust, upon the Effective Date, is to own a majority of the
Interests in the Asbestos Subsidiary Debtors.

An Asbestos Claims Trust will also be created on the Effective
Date.  The trust will be a "qualified settlement fund" and will:

   (a) liquidate, resolve, pay, and satisfy all Asbestos Personal
       Injury Claims in accordance with the Plan, the Asbestos
       Claims Trust Distribution Protocol, the Asbestos Claims
       Trust Agreement, and the Confirmation Order;

   (b) receive, preserve, hold, manage, and maximize the Asbestos
       Claims Trust Assets for use in paying and satisfying
       Allowed Asbestos Personal Injury Claims in accordance with
       the terms of the Asbestos Claims Trust Agreement; and

   (c) take other actions deemed by the Asbestos Claims Trustees
       to be in the best interests of the holders of the Asbestos
       Personal Injury Claims, who are the sole beneficiaries of
       the Asbestos Claims Trust.

The Asbestos Claims Trust will assume all liabilities of the
Reorganizing Debtors with respect to all Asbestos Personal Injury
Claims.

The Parent opposes the Debtors' proposed asbestos settlement,
which proposes to compromise the asbestos liabilities by
contributing $750 million in cash plus the right to share in the
recovery, if any, realized in certain litigation to the Section
524(g) Trust.  Mr. Gonzalez said the corporate veil cannot be
pierced to hold ASARCO LLC liable for the asbestos-related
liabilities of its asbestos subsidiary debtors.  Moreover, he
asserts that even if the corporate veil is pierced, the Asbestos
Subsidiary Committee and the FCR have significantly overstated
the alleged estimated damages, and therefore that the Allowed
amount of Asbestos Personal Injury Claims and Demands would be
significantly less.

The Environmental Liquidation Trust will be established by
Reorganized ASARCO and funded with the Designated Properties and
Cash in the amount of $10 million to initiate clean-up
procedures.  As soon as practicable after the Effective Date, the
Environmental Liquidation Trust will commence Remedial Actions
with respect to the Designated Properties, and will thereafter
facilitate, oversee, and fund environmental clean-up efforts such
that each Designated Property is cleaned up to regulatory
closure.  The Environmental Liquidation Trust will liquidate
Designated Properties as they are cleaned-up to regulatory
closure, with the proceeds of the  liquidations used solely to
fund further Remedial Actions with respect to the other
Designated Properties.  The remediation will be paid for from the
assets in the Environmental Liquidation Trust, but will remain
the liability of the applicable Reorganized Debtor.  If the
Environmental Liquidation Trust's Remedial Actions fail to
satisfy any Administrative Claims or Reinstated Environmental
Claims of the U.S. Government or the States under civil
Environmental Laws relating to the Designated Properties, the
holders of those unsatisfied Claims will have recourse to the AMC
Guaranty.  Any funds remaining in the Environmental Liquidation
Trust, after all Designated Properties have been cleaned up to
regulatory closure and liquidated, will be distributed to
Reorganized ASARCO.

B. Appointment of Plan Administrator

The Plan Sponsors will nominate a Plan Administrator, subject to
Bankruptcy Court approval in the Confirmation Order.  On the
Effective Date, the Plan Administrator will establish and fund
the Plan Administration Account with sufficient Cash to pay the
Plan Administrator's estimated compensation and expenses, and all
other anticipated costs of administration of the Plan.  The Plan
Administrator will also establish and fund Miscellaneous Plan
Administration Accounts, including the Disputed Claims Reserve,
the Disputed Secured Claims Escrow Account, and the Undeliverable
and Unclaimed Distribution Reserve, and may also establish
general accounts as the Plan Administrator deems necessary and
appropriate.

The Plan Administrator will allocate the funds in the Plan
Administration Account to subaccounts corresponding to the
enumerated functions of the Plan Administrator.  Until the Plan
Administrator has discharged its obligations, the funds in those
subaccounts and the Miscellaneous Plan Administration Accounts
may only be used for the purpose designated for that particular
account or subaccount.

To the extent there are any excess funds in the Plan
Administration Account or the Miscellaneous Plan Administration
Accounts, the Plan Administrator will make a Subsequent
Distribution of those funds to Reorganized ASARCO.

C. Release of Litigations

On the Effective Date, several causes of action filed by ASARCO
LLC against Asarco Inc. and Grupo Mexico, including the
fraudulent transfer litigation pending before the U.S. District
Court for the Southern District of Texas will be deemed to have
been released and dismissed or withdrawn with prejudice.

A list of the Released Litigation is available for free at:

              http://researcharchives.com/t/s?3170

D. Prepetition ASARCO Environmental Trust.

The Plan provides that the Prepetition ASARCO Environmental Trust
will remain in existence, and will be unaffected by the
Reorganization Cases or any related settlements.  The Plan
Administrator will succeed to ASARCO LLC's administrative role,
and will, in its sole discretion, act as the Performing Entity
from time to time, but will assume no affirmative liabilities or
obligations associated with that role.  The funds in the
Prepetition ASARCO Environmental Trust will continue to be
available for, among other things:

    (i) identified work sites;

   (ii) interim costs prior to the effectiveness of the Plan; and

  (iii) any shortfalls or unanticipated costs or any other use
        permitted by the terms of the Prepetition ASARCO
        Environmental Trust.

The funds remaining in the Prepetition ASARCO Environmental Trust
are separate from and without prejudice to the distributions to
be made to holders of Class 7 Previously Settled Environmental
Claims, Class 8 Miscellaneous Environmental Claims, and Class 9
Reinstated Environmental Claims.

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--      
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.

Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J.
Baker, Esq., at Reed Smith LLP give legal advice to the Official
Committee of Unsecured Creditors and David J. Beckman at FTI
Consulting, Inc., gives financial advisory services to the
Committee.

When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since April 18, 2005.

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

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

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.

As reported by the Troubled Company Reporter on August 28, 2008,
Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims.  AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman &
Plifka, APC, in Dallas, Texas, represents the Asarco Asbestos
Subsidiary Committee.

(ASARCO Bankruptcy News, Issue No. 80; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Bondholders to Oppose Parent's Competing Ch. 11 Plan
----------------------------------------------------------------
Counsel for ASARCO LLC's bondholders told Bloomberg News that
they will be opposing the Chapter 11 plan of reorganization
proposed by Asarco Incorporated and Americas Mining Corporation.

"The Parent's Plan is what I'll call the 'litigation in full
plan'," Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman
& Plifka, APC, in Dallas, Texas, said.  Mr. Esserman represents
the Asbestos Subsidiary Committee.  "It will promise nothing but
years of litigation and disputes," he told Bloomberg.

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, in
New York, added that what creditors are really upset about is that
they will have to prove their claims in court.  "This argument
about delay is a red herring," he told Bloomberg.

"ASARCO's creditors are skeptical about Grupo Mexico's
reorganization plan," Bloomberg said, quoting Robert C. Pate, the
Future Claims Representative, as saying.  "This is just a
continuation of [Grupo Mexico's] litigation plan.  They want to
litigate the claims of the U.S. Government until the cows come
home."

Under the Debtors' Plan, bondholders may receive more than three
years' interest on their claims should Grupo Mexico lose the
lawsuit.  Harbinger Capital Partners and Citigroup Global Markets
own about $298 million of ASARCO LLC's roughly $440 million in
bonds.

Asbestos Claimants would receive at least $852 million from sale
proceeds.  Federal and state governments and two American Indian
tribes would be paid about $1.7 billion to repair mining-related
damage in Western states.  They would all collect more should
ASARCO LLC win in the fraudulent transfer lawsuit it filed
against its Parent.

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--      
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.

Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J.
Baker, Esq., at Reed Smith LLP give legal advice to the Official
Committee of Unsecured Creditors and David J. Beckman at FTI
Consulting, Inc., gives financial advisory services to the
Committee.

When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since April 18, 2005.

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

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

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.

As reported by the Troubled Company Reporter on August 28, 2008,
Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims.  AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman &
Plifka, APC, in Dallas, Texas, represents the Asarco Asbestos
Subsidiary Committee.

(ASARCO Bankruptcy News, Issue No. 80; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


BARBEQUES GALORE: Court to Review Bid Protocol at Sept. 3 Hearing
-----------------------------------------------------------------
Barbeques Galore Inc. asked the U.S. Bankruptcy Court for the
Central District of California to approve bidding procedures on a
sale of its assets, including a break-up fee, at a Sept. 3, 2008
hearing, William Rochelle of Bloomberg News reports.

Mr. Rochelle notes that objections deadline and the auction date
weren't disclosed in court documents submitted to the Court on
Aug. 26, 2008.

The Los Angeles Times has reported that Barbeques Galore planned
to sell the company or form "a consensual liquidating plan" with
its bank lenders.

Bloomberg News reported on August 28, 2008, there's no lead
bidder.

The Troubled Company Reporter said on Aug. 21, 2008, that the
company has at most 5,000 creditors including Sakura Bath &
Kitchen Products of Guanodong, China, which is asserting a
$1.6 million claim against the company.  In March 2008, the
company borrowed $22 million from a line of credit with Wells
Fargo Retail.  The loan is secured by all of the assets of the
company and that of its affiliates.  As of July 30, 2008, the
company had $12.6 million outstanding under the line of credit.  
The company owes $38 million in unsecured debt to Ironbridge,
which is subordinated to the credit line.  The company had
$16 million in unsecured debts and $1.4 million in taxes.

Carlsbad, California-based Barbeques Galore Inc. --
http://www.bbqgalore.com/-- owns 65 retail stores selling  
barbeque equipment and supplies.  It has operations in Australia.  
It filed for Chapter 11 on Aug. 15, 2008, (Bank. C.D. Calif. Case
No. 08-16036). Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl
& Jones LLP, represents the Debtor in its restructuring efforts.  
The Debtor listed estimated assets of $10 million to $50 million,
and estimated debts of $10 million to $50 million.


BAUGHER CHEVROLET: Plans to Sell Business to Obaugh Auto
--------------------------------------------------------
Lawyers of Baugher Chevrolet-Buick, Inc., which filed for
bankruptcy in the U.S. Bankruptcy Court for the Western District
of Virginia (Harrisonburg), on Aug. 22, say they're working to
sell the dealership to the Obaugh Auto Group to pay off debt,
reports say.

Brad Zinn of Staunton News Leader, (Va.) reports that Baugher said
in its petition, a purchase agreement for $1.9 million has been
reached with Obaugh Chevrolet-Buick, and that Obaugh Real Estate
Investments is slated to buy Baugher's real estate arm for
$1.4 million.

According to the report, the Roanoke law firm of Magee, Foster,
Goldstein and Sayers, P.C. has entered a motion for entry of order
approving the sale to Obaugh Chevrolet-Buick and Obaugh Real
Estate Investments.

According to News Virginian, in an affidavit attached to the
filing, dealership President John Baugher said numerous issues
contributed to the Chapter 11 filing, including the loss of a
floor plan to purchase new cars, decreased revenues, and the
downturn in the economy.  Mr. Baugher is listed as a 51 percent
equity security holder in the dealership, with Sandra Baugher at
49 percent.

The filing follows after Baugher was reportedly told its major
creditor, BB&T, was prepared to start foreclosure proceedings and
General Motors warned that if Baugher didn't reach a purchase
agreement immediately, GM would terminate its dealership.

Baugher has filed an emergency motion asking for permission to use
BB&T's cash collateral to meet payroll obligations and to fund
day-to-day operations.

The dealership's top 20 unsecured creditors include Atkins
Automotive in Waynesboro, which is owed $17,044; The Virginia
Department of Motor Vehicles, which is owed $13,055; and The News
Virginian, which is owed $11,472.  

Based in Waynesboro, Va, Baugher Chevrolet Buick, Inc. --
http://www.baugherautos.com/-- is a dealer for new and used cars,  
trucks and SUVs.  The Debtor also provides auto financing,
services, and parts.  A. Carter Magee, Jr., Esq., at Magee Foster
Goldstein & Sayers represents the Debtor.  The Debtor listed total
assets of $2,931,782 and total liabilities of $4,432,601 when it
filed for bankruptcy.


BEAR STEARNS: Moody's Junks Ratings on 111 Class Certificates
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 248 tranches
from 14 transactions issued by Bear Stearns Alt-A Trust.  Of
these, 5 continue to remain on review for further possible
downgrade.  Additionally, 31 senior tranches were confirmed at
Aaa. The collateral backing these transactions consists primarily
of first-lien, adjustable-rate, Alt-A mortgage loans.

Complete rating actions are as follows:

Issuer: Bear Stearns ALT-A Trust 2005-8

-- Cl. I-1A-2, Downgraded to Aa2 from Aaa
-- Cl. I-2A-2, Downgraded to Aa2 from Aaa
-- Cl. II-1A-1, Downgraded to A1 from Aaa
-- Cl. I-M-2, Downgraded to Caa2 from B3
-- Cl. I-B-1, Downgraded to C from Caa1
-- Cl. I-B-2, Downgraded to C from Caa2
-- Cl. I-B-3, Downgraded to C from Ca
-- Cl. II-B-1, Downgraded to Baa3 from Aa3
-- Cl. II-B-2, Downgraded to Ba3 from Baa1
-- Cl. II-B-3, Downgraded to B3 from B1; Placed Under Review for
    further Possible Downgrade
-- Cl. II-B-4, Downgraded to Ca from B3
-- Cl. II-B-5, Downgraded to C from Ca

Issuer: Bear Stearns ALT-A Trust 2005-9

-- Cl. I-1A-2, Downgraded to A3 from Aaa
-- Cl. II-1A-1, Confirmed at Aaa
-- Cl. II-1A-2, Downgraded to A3 from Aa1
-- Cl. II-2A-1, Downgraded to A2 from Aaa
-- Cl. II-3A-1, Confirmed at Aaa
-- Cl. II-3A-2, Downgraded to A3 from Aa1
-- Cl. II-4A-1, Downgraded to A2 from Aaa
-- Cl. II-5A-1, Confirmed at Aaa
-- Cl. II-5A-2, Downgraded to A3 from Aaa
-- Cl. II-6A-1, Downgraded to Aa2 from Aaa
-- Cl. II-6A-2, Downgraded to A3 from Aa1
-- Cl. I-M-2, Downgraded to C from Caa1
-- Cl. II-M-1, Downgraded to Baa3 from A2
-- Cl. II-M-2, Downgraded to Ba3 from Baa1
-- Cl. II-M-3, Downgraded to B2 from Baa3; Placed Under Review
for further Possible Downgrade
-- Cl. II-M-4, Downgraded to Caa2 from Ba3
-- Cl. II-M-5, Downgraded to Ca from B3
-- Cl. I-B-1, Downgraded to C from Caa2
-- Cl. I-B-2, Downgraded to C from Caa2
-- Cl. I-B-3, Downgraded to C from Ca
-- Cl. II-B-1, Downgraded to Ca from B2
-- Cl. II-B-2, Downgraded to C from B3
-- Cl. II-B-3, Downgraded to C from B3

Issuer: Bear Stearns ALT-A Trust 2007-2

-- Cl. I-A-1, Downgraded to Baa3 from Aaa
-- Cl. I-A-2, Downgraded to B3 from Aaa
-- Cl. II-A-2, Downgraded to Aa1 from Aaa
-- Cl. II-X-2, Downgraded to Aa1 from Aaa
-- Cl. II-A-3, Downgraded to Ba2 from Aa1
-- Cl. II-X-3, Downgraded to Ba2 from Aa1
-- Cl. I-M-1, Downgraded to Ca from B3
-- Cl. I-M-2, Downgraded to Ca from Caa1
-- Cl. I-B-1, Downgraded to C from Ca
-- Cl. I-B-2, Downgraded to C from Ca
-- Cl. I-B-3, Downgraded to C from Ca
-- Cl. I-B-4, Downgraded to C from Ca
-- Cl. II-B-3, Downgraded to C from Ca

Issuer: Bear Stearns ALT-A Trust 2007-3

-- Cl. I-A-1, Downgraded to Aa2 from Aaa
-- Cl. I-A-2, Downgraded to Ba2 from Aaa
-- Cl. B-3, Downgraded to C from Ca
-- Cl. B-4, Downgraded to C from Ca

Issuer: Bear Stearns Alt-A 2006-1

-- Cl. I-1A-2, Downgraded to Aa2 from Aaa
-- Cl. II-1A-1, Confirmed at Aaa
-- Cl. II-1A-2, Confirmed at Aaa
-- Cl. II-1X-1, Confirmed at Aaa
-- Cl. II-1X-2, Confirmed at Aaa
-- Cl. II-2A-1, Confirmed at Aaa
-- Cl. II-2X-1, Confirmed at Aaa
-- Cl. II-3A-1, Confirmed at Aaa
-- Cl. II-3X-1, Confirmed at Aaa
-- Cl. II-1A-3, Downgraded to Baa2 from Aa1
-- Cl. II-2A-2, Downgraded to Baa2 from Aa1
-- Cl. II-3A-2, Downgraded to Baa2 from Aa1
-- Cl. I-M-2, Downgraded to Caa3 from B3
-- Cl. II-B-2, Downgraded to C from B3
-- Cl. II-X-B2, Downgraded to C from B3
-- Cl. I-B-2, Downgraded to C from Ca
-- Cl. II-B-3, Downgraded to C from Ca
-- Cl. II-X-B3, Downgraded to C from Ca

Issuer: Bear Stearns Alt-A Trust 2005-10

-- Cl. I-1A-2, Downgraded to Aa3 from Aaa
-- Cl. II-1A-1, Downgraded to Aa1 from Aaa
-- Cl. II-2A-1, Downgraded to Aa3 from Aaa
-- Cl. II-3A-1, Downgraded to Aa1 from Aaa
-- Cl. II-4A-1, Downgraded to Aa1 from Aaa
-- Cl. II-4X-1, Downgraded to Aa1 from Aaa
-- Cl. II-1A-2, Downgraded to Baa2 from Aa1
-- Cl. II-2A-2, Downgraded to Baa2 from Aa1
-- Cl. II-3A-2, Downgraded to Baa2 from Aa1
-- Cl. II-4A-2, Downgraded to Baa2 from Aa1
-- Cl. II-5A-1, Downgraded to Baa1 from Aaa
-- Cl. II-5X-1, Downgraded to Baa1 from Aaa
-- Cl. I-M-2, Downgraded to Ca from Caa1
-- Cl. I-B-1, Downgraded to C from Ca
-- Cl. I-B-2, Downgraded to C from Ca
-- Cl. II-B-1, Downgraded to Ba3 from Baa3
-- Cl. II-B-2, Downgraded to B3 from B1; Placed Under Review for
    further Possible Downgrade
-- Cl. II-B-3, Downgraded to Ca from B2
-- Cl. II-B-4, Downgraded to Ca from B3
-- Cl. II-B-5, Downgraded to Ca from B3
-- Cl. II-B-6, Downgraded to C from B3
-- Cl. II-B-7, Downgraded to C from Ca
-- Cl. II-B-8, Downgraded to C from Ca
-- Cl. II-B-9, Downgraded to C from Ca

Issuer: Bear Stearns Alt-A Trust 2006-2

-- Cl. I-1A-2, Downgraded to A2 from Aaa
-- Cl. II-1A-1, Confirmed at Aaa
-- Cl. II-1A-2, Downgraded to Baa2 from Aaa
-- Cl. II-2A-1, Confirmed at Aaa
-- Cl. II-2A-2, Downgraded to Baa2 from Aaa
-- Cl. II-2X-1, Confirmed at Aaa
-- Cl. II-3A-1, Confirmed at Aaa
-- Cl. II-3X-1, Confirmed at Aaa
-- Cl. II-3A-2, Downgraded to Baa2 from Aaa
-- Cl. II-4A-1, Confirmed at Aaa
-- Cl. II-4X-1, Confirmed at Aaa
-- Cl. II-4A-2, Downgraded to Baa2 from Aaa
-- Cl. I-B-1, Downgraded to C from Ca
-- Cl. I-B-2, Downgraded to C from Ca
-- Cl. II-B-1, Downgraded to Caa2 from B2
-- Cl. II-X-B1, Downgraded to Caa2 from B2
-- Cl. II-B-2, Downgraded to C from Ca
-- Cl. II-X-B2, Downgraded to C from Ca
-- Cl. II-B-3, Downgraded to C from Ca

Issuer: Bear Stearns Alt-A Trust 2006-3

-- Cl. I-A-2, Downgraded to Baa3 from Aaa
-- Cl. II-1A-1, Confirmed at Aaa
-- Cl. II-1X-1, Confirmed at Aaa
-- Cl. II-1A-2, Downgraded to B3 from Aaa
-- Cl. II-2A-1, Downgraded to A1 from Aaa
-- Cl. II-2A-2, Downgraded to B3 from Aaa
-- Cl. II-2X-1, Downgraded to A1 from Aaa
-- Cl. II-3A-1, Downgraded to A2 from Aaa
-- Cl. II-3A-2, Downgraded to B3 from Aaa
-- Cl. II-3X-1, Downgraded to A2 from Aaa
-- Cl. II-4A-1, Downgraded to A1 from Aaa
-- Cl. II-4A-2, Downgraded to B3 from Aaa
-- Cl. III-1A-1, Downgraded to Aa1 from Aaa
-- Cl. III-1A-2, Downgraded to Ba3 from Aa1
-- Cl. III-1X-1, Downgraded to Aa1 from Aaa
-- Cl. III-2A-1, Downgraded to Aa1 from Aaa
-- Cl. III-2A-2, Downgraded to Ba3 from Aa1
-- Cl. III-2X-1, Downgraded to Aa1 from Aaa
-- Cl. III-3A-1, Downgraded to Aa1 from Aaa
-- Cl. III-3A-2, Downgraded to Ba3 from Aa1
-- Cl. III-4A-1, Downgraded to Aa1 from Aaa
-- Cl. III-4A-2, Downgraded to Ba3 from Aa1
-- Cl. III-4X-1, Downgraded to Aa1 from Aaa
-- Cl. III-5A-1, Downgraded to Aa1 from Aaa
-- Cl. III-5A-2, Downgraded to Ba3 from Aa1
-- Cl. III-6A-1, Downgraded to Aa1 from Aaa
-- Cl. III-6A-2, Downgraded to Ba3 from Aaa
-- Cl. I-M-1, Downgraded to Caa3 from Caa1
-- Cl. I-M-2, Downgraded to C from Caa2
-- Cl. I-B-1, Downgraded to C from Ca
-- Cl. I-B-2, Downgraded to C from Ca
-- Cl. I-B-3, Downgraded to C from Ca
-- Cl. II-B-1, Downgraded to Ca from B3
-- Cl. II-X-B1, Downgraded to Ca from B3
-- Cl. II-B-2, Downgraded to C from Caa1
-- Cl. II-X-B2, Downgraded to C from Caa1
-- Cl. II-B-3, Downgraded to C from Ca
-- Cl. III-B-1, Downgraded to Caa1 from B1
-- Cl. III-B-2, Downgraded to C from B3
-- Cl. III-B-3, Downgraded to C from Ca

Issuer: Bear Stearns Alt-A Trust 2006-4

-- Cl. I-1A-1, Downgraded to Aa2 from Aaa
-- Cl. I-1A-2, Downgraded to B3 from Aaa
-- Cl. I-2A-1, Downgraded to Aa2 from Aaa
-- Cl. I-2A-2, Downgraded to B3 from Aaa
-- Cl. I-3A-1, Downgraded to Aa2 from Aaa
-- Cl. I-3A-2, Downgraded to B3 from Aaa
-- Cl. II-1A-1, Downgraded to A2 from Aaa
-- Cl. II-1A-2, Downgraded to B3 from Aaa
-- Cl. II-1X-1, Downgraded to A2 from Aaa
-- Cl. II-2A-1, Downgraded to A2 from Aaa
-- Cl. II-2A-2, Downgraded to B3 from Aaa
-- Cl. II-2X-1, Downgraded to A2 from Aaa
-- Cl. II-2X-2, Downgraded to B3 from Aaa
-- Cl. II-3A-2, Downgraded to Aa2 from Aaa
-- Cl. II-3A-3, Downgraded to A2 from Aaa
-- Cl. II-3A-4, Downgraded to A2 from Aaa
-- Cl. II-3A-5, Downgraded to B3 from Aaa
-- Cl. II-3X-1, Downgraded to A2 from Aaa
-- Cl. II-3X-2, Downgraded to Aa2 from Aaa
-- Cl. III-1A-1, Downgraded to Aa3 from Aaa
-- Cl. III-2A-1, Downgraded to Aa3 from Aaa
-- Cl. III-3A-1, Downgraded to Aa2 from Aaa
-- Cl. III-3A-2, Downgraded to Aa3 from Aaa
-- Cl. III-3A-3, Downgraded to Aa3 from Aaa
-- Cl. III-3X-1, Downgraded to Aa2 from Aaa
-- Cl. III-3X-2, Downgraded to Aa3 from Aaa
-- Cl. III-1A-2, Downgraded to B1 from Aa1
-- Cl. III-2A-2, Downgraded to B1 from Aa1
-- Cl. III-3A-4, Downgraded to B1 from Aa1
-- Cl. I-M-1, Downgraded to Caa3 from Caa1
-- Cl. I-M-2, Downgraded to Ca from Caa2
-- Cl. II-B-1, Downgraded to Caa2 from B1
-- Cl. III-B-1, Downgraded to Caa3 from B1
-- Cl. II-B-2, Downgraded to Ca from B3
-- Cl. II-B-3, Downgraded to C from B3
-- Cl. II-B-4, Downgraded to C from B3
-- Cl. III-B-2, Downgraded to C from B3
-- Cl. I-B-1, Downgraded to C from Ca
-- Cl. I-B-2, Downgraded to C from Ca
-- Cl. II-B-5, Downgraded to C from Ca
-- Cl. II-B-6, Downgraded to C from Ca
-- Cl. II-B-7, Downgraded to C from Ca
-- Cl. II-B-8, Downgraded to C from Ca
-- Cl. III-B-3, Downgraded to C from Ca

Issuer: Bear Stearns Alt-A Trust 2006-5
-- Cl. I-A-1, Downgraded to Aa2 from Aaa
-- Cl. I-A-2, Downgraded to Ba1 from Aaa
-- Cl. II-A-1, Downgraded to Aa1 from Aaa
-- Cl. II-A-2, Downgraded to Aa1 from Aaa
-- Cl. II-A-3, Downgraded to Ba2 from Aaa
-- Cl. II-X-1, Downgraded to Aa1 from Aaa
-- Cl. II-X-2, Downgraded to Aa1 from Aaa
-- Cl. II-X-3, Downgraded to Ba2 from Aaa
-- Cl. I-M-2, Downgraded to Ca from Caa1
-- Cl. II-B-2, Downgraded to Ca from B3
-- Cl. I-B-1, Downgraded to C from Ca
-- Cl. I-B-2, Downgraded to C from Ca
-- Cl. I-B-3, Downgraded to C from Ca
-- Cl. II-B-3, Downgraded to C from Ca

Issuer: Bear Stearns Alt-A Trust 2006-6

-- Cl. I-A-1, Downgraded to Baa2 from Aaa
-- Cl. I-A-2, Downgraded to B3 from Aaa
-- Cl. II-X-1, Confirmed at Aaa
-- Cl. III-1A-2, Downgraded to A1 from Aaa
-- Cl. III-1X-1, Confirmed at Aaa
-- Cl. III-1X-2, Downgraded to A1 from Aaa
-- Cl. III-1X-3, Downgraded to A1 from Aaa
-- Cl. III-1X-4, Downgraded to A1 from Aaa
-- Cl. III-1X-5, Downgraded to A1 from Aaa
-- Cl. III-1X-6, Downgraded to A1 from Aaa
-- Cl. III-2A-1, Confirmed at Aaa
-- Cl. III-2A-2, Downgraded to A1 from Aaa
-- Cl. III-2X-1, Confirmed at Aaa
-- Cl. III-2X-2, Downgraded to A1 from Aaa
-- Cl. III-2X-3, Downgraded to A1 from Aaa
-- Cl. III-2X-4, Downgraded to A1 from Aaa
-- Cl. III-2X-5, Downgraded to A1 from Aaa
-- Cl. III-2X-6, Downgraded to A1 from Aaa
-- Cl. II-A-2, Downgraded to A3 from Aa1
-- Cl. I-M-2, Downgraded to C from Caa1
-- Cl. II-B-2, Downgraded to B3 from B1; Placed Under Review for
    further Possible Downgrade
-- Cl. II-BX-2, Downgraded to B3 from B1; Placed Under Review for
    further Possible Downgrade
-- Cl. II-B-3, Downgraded to Ca from B2
-- Cl. III-B-2, Downgraded to Caa3 from B3
-- Cl. III-BX-2, Downgraded to Caa3 from B3
-- Cl. III-B-3, Downgraded to C from Ca
-- Cl. III-BX-3, Downgraded to C from Ca
-- Cl. III-B-4, Downgraded to C from Ca
-- Cl. I-B-1, Downgraded to C from Ca
-- Cl. I-B-2, Downgraded to C from Ca
-- Cl. I-B-3, Downgraded to C from Ca

Issuer: Bear Stearns Alt-A Trust 2006-7

-- Cl. I-A-1, Downgraded to A2 from Aaa
-- Cl. I-A-2, Downgraded to B2 from Aaa
-- Cl. II-1A-1, Confirmed at Aaa
-- Cl. II-1X-1, Confirmed at Aaa
-- Cl. II-2X-1, Confirmed at Aaa
-- Cl. II-3X-1, Confirmed at Aaa
-- Cl. II-1A-2, Downgraded to Baa1 from Aa1
-- Cl. II-2A-2, Downgraded to Baa1 from Aa1
-- Cl. II-3A-2, Downgraded to Baa1 from Aa1
-- Cl. I-M-1, Downgraded to Caa3 from Caa1
-- Cl. I-M-2, Downgraded to C from Ca
-- Cl. I-B-1, Downgraded to C from Ca
-- Cl. I-B-2, Downgraded to C from Ca

Issuer: Bear Stearns Alt-A Trust 2006-8

-- Cl. I-A-1, Downgraded to Baa3 from Aaa
-- Cl. I-A-2, Downgraded to B3 from Aaa
-- Cl. II-A-1, Downgraded to A2 from Aaa
-- Cl. II-X-1, Downgraded to A2 from Aaa
-- Cl. III-A-2, Downgraded to A1 from Aaa
-- Cl. III-X-1, Confirmed at Aaa
-- Cl. II-A-2, Downgraded to B1 from Aa1
-- Cl. I-M-1, Downgraded to Ca from B3
-- Cl. I-M-2, Downgraded to C from Caa1
-- Cl. II-B-1, Downgraded to Ca from B2
-- Cl. II-BX-1, Downgraded to Ca from B2
-- Cl. II-B-2, Downgraded to C from B3
-- Cl. II-BX-2, Downgraded to C from B3
-- Cl. II-B-3, Downgraded to C from Ca
-- Cl. I-B-1, Downgraded to C from Ca
-- Cl. I-B-2, Downgraded to C from Ca
-- Cl. I-B-3, Downgraded to C from Ca

Issuer: Bear Stearns Alt-A Trust 2007-1

-- Cl. I-A-1, Downgraded to Baa1 from Aaa
-- Cl. I-A-2, Downgraded to B2 from Aaa
-- Cl. II-1X-1, Confirmed at Aaa
-- Cl. II-2X-1, Confirmed at Aaa
-- Cl. II-1A-2, Downgraded to Baa1 from Aa1
-- Cl. II-2A-2, Downgraded to Baa1 from Aa1
-- Cl. I-M-1, Downgraded to Ca from B3
-- Cl. I-M-2, Downgraded to Ca from Caa1
-- Cl. I-B-1, Downgraded to C from Ca
-- Cl. I-B-2, Downgraded to C from Ca
-- Cl. I-B-3, Downgraded to C from Ca
-- Cl. I-B-4, Downgraded to C from Ca

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  
Certain tranches were confirmed due to additional enhancement
provided by structural features.


BIRCH MOUNTAIN: Amends $31.5MM Debenture, Tricap Waives Default
---------------------------------------------------------------
Birch Mountain Resources Ltd. entered into agreements to amend
certain terms of a $31.5 million principal amount convertible
senior secured debenture, issued to Tricap Partners Ltd. on a
private placement basis on Dec. 21, 2007, and disclosed on
Dec. 24, 2007, to gain the release and use of the cash proceeds
from the sale of the South Haul Road that Tricap would have had
the right to elect to apply to reduce the indebtedness owing to
them under the Loan Agreement.  In connection with these
amendments, Tricap has agreed to waive certain defaults under the
Loan Agreement on the terms set forth in the amendment.
    
The amendments to the Debenture will accommodate the continuous
pursuit of an immediate sale of the company or its assets or
additional equity financing to unlock the maximum value for its
shareholders as disclosed on July 23, 2008.

                 Background to Debenture Amendments

On June 23, 2008, Tricap issued a notice of a default with respect
to financial covenant non-compliance by the company under the
terms of the Dec. 21, 2007, Loan Agreement.  This became an event
of default on July 3, 2008, and since July 23, 2008, Tricap has
had the ability to convert the Debenture into common shares of the
company due to the passage of an additional 20 days without the
company having cured the event of default.
    
The company signed an agreement effective July 11, 2008, with the
East Athabasca Highway Proponents led by Suncor Energy, for the
acquisition, construction and operation of the South Haul Road.
The cash proceeds of $4.8 million have been paid to and are being
held by counsel to Tricap, in accordance with the terms of the
Loan Agreement.

The proceeds will be used by the company for its continued
business operations and in accordance with an approved cash flow
forecast.

                      Summary of Amendments

Pursuant to the terms of an Acknowledgment, Waiver and Amending
Agreement between the company and Tricap effective Aug. 1, 2008,  
the parties agreed to make certain amendments to the Loan
Agreement, the Debenture and the Investor Rights Agreement between
the company and Tricap dated Dec. 21, 2007, subject to TSX
approval.  Generally stated, the amendments to the Loan Agreement
provide that Tricap will waive the company's existing defaults and
release the SHR Proceeds to the company, subject to the company
satisfying a number of conditions as set out in the Amending
Agreement.

Pursuant to the Amending Agreement, the principal amendments
include:

  -- the aggregate principal amount is increased from
     $31.5 million to $34.5 million to accommodate a $3 million
     loan amendment fee;

  -- the applicable interest rate is increased from a variable
     interest rate of prime plus 9% to an interest rate of 20%;

  -- the conversion price pursuant to the Debenture is reduced
     from the lower of $0.40 (reduced from $0.80) per Common Share
     and the current market price at the time of conversion;

  -- if the company issue equity securities below $0.40 per share,
     or securities convertible into equity securities with a
     strike or exercise price below $0.40 per equity security, the
     Initial Price will be reduced to such lower amount per equity
     security;

  -- the restriction on conversion of the Debenture prior to
     Dec. 31, 2008, will be removed, such that the Debenture will
     be convertible in whole or in part into Common Shares at any
     time throughout the term of the Debenture;

  -- the minimum Change of Control Redemption Price pursuant to
     the Debenture will be amended from its current rate of 120%
     to 150%.  On Jan. 1, 2009, the Minimum Redemption Price will
     increase to 200%;

  -- the reinstatement of the events of default under the Loan
     Agreement and the granting of certain board rights in favour
     of Tricap will occur in the event that a sale agreement or an
     equity financing of not less than $10 million is not
     concluded on or before Sept. 30, 2008, and a closing of the
     said transaction does not occur on or before Oct. 31, 2008;

  -- a reduction of the loan amendment fee which would reduce the
     principal amount of the Debenture from $34.5 million dollars
     to $32.5 million dollars in the event a sale agreement is
     concluded on or before Sept. 30, 2008, and a closing of the
     said transaction occurs on or before Oct. 31, 2008.

Conditional TSX Approval, Exemption from Shareholder Approval and
Effect of Amendments

In connection with the Amending Agreement, and based on a
principal amount of $34.5 million and an Initial Price of $0.40,
the company may issue up to 86,250,000 common shares representing
a dilution of 102% of the current issued and outstanding shares.  
A greater number of common shares may be issued to Tricap should
the conversion price be less than the Initial Price.  For
example, based on a price of $0.20 per share, the closing price on
Aug. 25, 2008, assuming full conversion of the Debenture,
172,500,000 common shares would be issuable which would represent
67.16% of the then outstanding common shares.  A lesser number of
common shares may be issued to Tricap should the principal amount
be reduced.
    
In accordance with the policies of the TSX, shareholder approval
is required for the Amending Agreement on the basis of these:

   (i) dilution will be in excess of 100% if the amended
       Debentures are converted;

  (ii) Tricap would own in excess of 50% of the issued and
       outstanding securities of the company if the amended
       Debentures are converted, which would materially effect
       control of the company; and

(iii) the anti-dilution provisions of the amended Debentures are
       not in accordance with section 607(g)(i), 604(a)(i) and
       607(e) of the TSX company Manual.
    
The company stated that it is experiencing serious financial
difficulty.  As a consequence of the financial hardship and upon
the recommendation of the Special Committee of the board of
directors of the company, the company applied to the TSX for an
exemption from the requirement to obtain shareholder approval for
the Amending Agreement on the basis of the financial hardship
exemption pursuant to section 604(e) of the TSX company Manual.
The TSX has conditionally granted and the company shall rely upon
the Financial Hardship Exemption in connection with the Amending
Agreement.
    
As a consequence of relying upon the Financial Hardship Exemption,
the TSX has informed the company that it will, in the ordinary
course, commence a delisting review.  It is expected upon
completion of further transactions, the company will then be in
compliance with TSX listing requirements.
    
The company also intends to rely on the Financial Hardship
Exemption for any further transactions which may require
shareholder approval.
    
Pursuant to Multilateral Instrument 61-101, the Amending Agreement
may be considered to be a related party transaction.  The company
will rely upon the formal valuation exemption in Section 5.5(g) of
MI 61-101 and upon the minority approval exemption in Section
5.7(e) of MI 61-101 on the basis of financial hardship.

                     About Birch Mountain

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

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

                        Going Concern Doubt

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

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

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

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

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


BLUE WATER: General Motors Wants Chapter 7 Trustee Appointed
------------------------------------------------------------
General Motors Corp., a customer and creditor of Blue Water
Automotive Systems Inc., and its debtor-affiliates filed papers in
court on Aug. 22 stating it wants a Chapter 7 trustee appointed in
the case, the Detroit Free Press reports.  GM said Blue Water has
no hope of being sold as a going concern and its plan to liquidate
under Chapter 11 protection is unrealistic and "fraught with
costly legal maneuvering."

Blue Water is seeking buyers for its plants after rejecting a
$40-million offer for the entire business by partsmaker Flex-N-
Gate LLC.  As reported by the Troubled Company Reporter on Aug.
29, 2008, the U.S. Bankruptcy Court for the Eastern District of
Michigan authorized the Debtors 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 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.

                        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.


BLUE WATER ENDEAVORS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Blue Water Endeavors, LLC
        dba Fat Mac's Smokehouse
        5555 Calder Ave.
        Beaumont, TX 77706

Bankruptcy Case No.: 08-10466

Type of Business: The Debtor owns and operates restaurants.

Chapter 11 Petition Date: August 27, 2008

Court: Eastern District of Texas (Beaumont)

Debtor's Counsel: Floyd A. Landrey, Esq.
                     Email: wphillips@moorelandrey.com
                  Moore Landrey, L.L.P.
                  390 Park St., Ste. 500
                  Beaumont, TX 77701
                  Tel: (409) 835-3891
                  Fax: (409) 835-2707
                  http://www.moorelandrey.com/

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

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

A copy of Blue Water Endeavors, LLC's petition is available for
free at http://bankrupt.com/misc/txnb08-10466.pdf


BROWN SHOE: S&P Cuts Rating to 'BB-' on Weaker Credit Metrics
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on St. Louis-based Brown Shoe Co. Inc. to 'BB-' from 'BB'.
At the same time, S&P lowered the issue-level rating on the
company's unsecured debt to 'B+' from 'BB-'. The outlook is
stable.

"The downgrade reflects the accelerating decline in top-line sales
and the persistent negative same-store sales at the Famous
Footwear segment," said Standard & Poor's credit analyst David
Kuntz. Another factor is margin decline primarily due to increased
promotional activity and operational deleveraging. This has
resulted in a sharp deterioration in credit metrics.


BURNSIDE AVENUE: Committee Wants to Probe Planned Store Closures
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Burnside Avenue
Lot Stores Inc. told the U.S. Bankruptcy Court for the Southern
District of New York in Manhattan that the 24-hour discount store
operator wants to close nine branches, William Rochelle of
Bloomberg News says.

The Committee, according to Mr. Rochelle, asked authority from the
Court to initiate an investigation on the Debtor.  Mr. Rochelle
notes that Lot Stores previously ran 64 stores.

Bronx, New York-based Burnside Avenue Lot Stores Inc., dba Lot
Stores, owns and operates department stores.  The Debtor, with its
26 affiliates, filed a chapter 11 petition on July 31, 2008
(Bankr. S.D.N.Y. Case Nos. 08-12988 through 08-13017).  Judge
James M. Peck presides over the case.  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom Nash, LLP, represents the Debtor in
its restructuring efforts.  Burnside Avenue Lot Stores listed
assets of $100,000,000 to $500,000,000 and debts of $10,000,000 to
$50,000,000.  The company listed assets of $13 million and debts
of $18 million, Bloomberg News says.


CALPINE CORP: S&P Removes 'B' from Watch, Restores to Old Level
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B+' corporate
credit rating on NRG Energy Inc. and removed it from CreditWatch
with negative implications. The outlook is positive. The 'B'
corporate credit rating on Calpine Corp. was also removed from
CreditWatch with positive implications. The outlook is stable.

"We are restoring ratings to where they stood prior to the
CreditWatch placement on May 22, 2008," S&P says.

"These rating actions follow recent public statements from both
management teams that indicates that there may be no deal in the
offing immediately, at least not in the three-month window implied
by our CreditWatch listing back in May 2008," said Standard &
Poor's credit analyst Swami Venkataraman. "Both sides have refused
to comment on whether discussions are in fact still continuing in
order to find terms that are acceptable to both parties and we
note that NRG has not specifically called the deal off, which
creates some uncertainty about ratings in the medium term. The
Calpine board's rejection of the original offer and recent
appointment of a new CEO, however, seem to indicate a lack of
interest at least on their part."

NRG's 'B+' corporate credit rating reflects its leveraged
financial profile, risks associated with the merchant power
business, and aggressive growth plans, including via acquisitions.
The positive outlook reflects the company's strong cash flows over
the past couple of years, improved prospects for the next few
years, and our expectations that ratings could be upgraded as the
company continues to sweep debt and strengthen its financial
profile. Calpine's 'B' corporate credit rating primarily reflects
its leveraged financial profile and substantial exposure to gas
prices and market heat rates due to a largely intermediate/peaking
portfolio and a somewhat limited hedge program. The stable outlook
reflects our expectations for continued strong operations in
Calpine's power plants, continuation of Calpine's hedging policy,
and the absence of any major new investment program.


CAVTEL HOLDINGS: Moody's Junks Two Senior 1st Lien Secured Loans
----------------------------------------------------------------
Moody's Investors Service downgraded CavTel Holdings, LLC.'s
corporate family rating to Caa1 from B3, and the B3 rating of the
Company's senior secured credit facilities to Caa1.  The rating
action concludes the review for a possible downgrade initiated on
April 24, 2008.  The ratings outlook is negative, as the Company
still faces significant execution risks in its turnaround plan.

In conjunction with the rating action, Moody's maintained the
probability of default rating at Caa1, reflecting the rating
agency's views that the risk of default over the next 12 months
remains elevated despite the amendment the Company reached with
its bank group in May.

Moody's took these ratings action:

Issuer: CavTel Holdings, LLC
  
   -- Corporate Family Rating downgraded to Caa1, from B3
   -- Probability of Default Rating confirmed Caa1
   -- Senior 1st lien secured Revolving Credit Facility Due 2011
      downgraded to Caa1, LGD3 - 47%, from B3, LGD3 - 32%
   -- Senior 1st lien secured Term Loan Due 2012 downgraded to
      Caa1, LGD3 - 47%, from B3, LGD3 - 32%
   -- Outlook is negative

The downgrade was based on Cavalier's continuing operational
challenges in integrating TalkAmerica Holdings, which Cavalier
acquired in December 2006, and the highly competitive environment
in Cavalier's markets.  The weaker sales to residential and
commercial customers, the high churn of residential customers and
the related bad debt expenses have all contributed to poor cash
flow performance.

In addition, Moody's believes that a likely turnaround may take
over one year to materialize given the lead time needed for the
revamped sales force to work into full productivity, and new
products to filter through the Company's pipeline.

Moody's recognizes the actions that the Company has taken to
solidify its business plan going forward, including supplementing
its senior management team, rationalizing its wholesale,
residential and business sales strategies and efforts to improve
churn levels across all business lines.  However, while Cavalier
projects to have adequate liquidity over the next twelve months,
Moody's notes that the cash position and covenant cushion may
quickly erode if the revenue and EBITDA declines are not
stabilized by the end of 2008.

Moody's notes that Cavalier continues to realize cost synergies
from the integration of Talk America, and may have flexibility to
slow its capital spending to preserve liquidity and generate
positive free cash flow in 2008, as the ongoing dislocation in
the capital markets will likely prevent the company from raising
capital needed for growth.  However, significant capex
conservation may starve the Company's long term sales growth
potential and hinder its ultimate turnaround.

In Moody's view, given the history of rapid deterioration of
enterprise value of CLECs operating in default, the potential
recovery to Cavalier's creditors would be lower than historic
averages for all-bank corporate credits under the guidelines in
Moody's loss given default methodology.  Therefore, Moody's raised
the expected loss estimate for Cavalier to 50% from 35%.

Richmond, VA, based Cavalier is a competitive local exchange
carrier servicing approximately 570,000 access lines.


CBRL GROUP: Secured Credit Facility Gets 'BB-' Rating from S&P
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its '3' recovery
rating to CBRL Group Inc.'s (BB-/Stable/--) secured credit
facility. The loans are rated 'BB-' (the same as the corporate
credit rating on the company). The '3' recovery rating on the
secured loan indicates the expectation for meaningful recovery
(50%-70%) in the event of a payment default.

The credit facility consists of a $250 million revolving credit
facility that matures in 2011, an $800 million term loan B that
matures in 2103, and a $200 million delayed draw facility that
matures in 2013. The debt will be held by CBRL Group Inc. (the
holding company), secured by pledges of the stock of all domestic
subsidiaries, and a negative pledge on real property with
allowable dispositions. The term loan amortizes at $8.2 million
annually. Financial covenants include total leverage and interest
coverage covenants.

Ratings List

Ratings Affirmed

CBRL Group Inc.
Corporate Credit Rating                BB-/Stable/--      

CBRL Group Inc.
Senior Secured (3 issues)              BB-                

Ratings Affirmed

CBRL Group Inc.
Senior Secured
  US$250 mil  revolving credit fac      BB-                
  bank ln due 2011                      
  US$800 mil  term loan B bank ln due   BB-                
  2018                                  
  US$200 mil  delayed draw term loan    BB-                
  bank ln due 2013                      

Ratings Assigned
Senior Secured
  Recovery Rating                      3


CHARMING SHOPPES: Reports Fiscal 2009 Second Quarter Results
------------------------------------------------------------
Charming Shoppes Inc. reported Wednesday its sales and operating
results for the second quarter ended Aug. 2, 2008.  The company
also provided its initial earnings outlook for the second half
ending Jan. 31, 2009.

                Thirteen Weeks Ended Aug. 2, 2008

For the thirteen weeks ended Aug. 2, 2008, the company reported a
loss from continuing operations of $3.7 million.  This compares to
income from continuing operations of $20.9 million for the
thirteen weeks ended August 4, 2007.

The company's loss from continuing operations for the second
quarter ended Aug. 2, 2008, includes after-tax charges of
$5.8 million related to the severance agreement between Charming
Shoppes and its former chief executive officer, and $3.5 million
related to previously announced consolidation and streamlining
initiatives.

The company's second quarter and first half results for the
current and prior year periods exclude the operating results of
the non-core misses apparel catalog titles within the company's
Direct-to-Consumer segment, which have been classified as a
"discontinued operation."  This financial presentation is related
to the company's April 25, 2008 announcement on the company's
exploration of the sale of its non-core misses apparel catalog
titles, and the subsequent Aug. 25, 2008 announcement of an
agreement of sale of such catalog titles.

Net sales from continuing operations for the thirteen weeks ended
Aug. 2, 2008, decreased 7% to $648.6 million, compared to net
sales from continuing operations of $694.4 million for the
thirteen weeks ended Aug. 4, 2007.

Net sales for the company's Retail Stores segment were
$622.0 million during the thirteen weeks ended Aug. 2, 2008, a
decrease of 9% compared to $685.1 million during the thirteen
weeks ended Aug. 4, 2007.  Consolidated comparable store sales for
the company's Retail Stores segment decreased 10% during the
thirteen weeks ended Aug. 2, 2008, compared to a 3% decrease in
comparable store sales during the thirteen weeks ended Aug. 4,
2007.

Net sales from continuing operations for the company's Direct-to-
Consumer segment were $22.5 million during the thirteen weeks
ended Aug. 2, 2008, compared to $4.2 million during the thirteen
weeks ended Aug. 4, 2007.  The increase is related to incremental
sales related to the launch of the Lane Bryant Woman catalog in
November 2007.

Commenting on sales and operating results for the quarter, Alan
Rosskamm, chairman and interim chief Executive Officer of Charming
Shoppes, Inc. stated, ďAs we manage through this challenging
environment, it has been our strategy to operate with leaner
inventories, execute on cost savings and streamlining
opportunities, and realign our businesses in order to focus our
energies on our core brands - Lane Bryant, Fashion Bug and
Catherines.

"We have made progress on a number of initiatives that have
contributed to the generation of significant free cash flow, year
to date.  We are committed to continue managing our inventories
tightly, and plan to end the fiscal year with lower levels of
inventory.  We have begun to realize decreases in overall SG&A
expenses through our implementation of several cost reduction
initiatives.  Furthermore, we believe additional savings  
opportunities exist.  Despite our disappointing comparable store
sales performance during the quarter, we were able to maintain our
SG&A ratio to sales as compared to a year ago.  We have closed 78
of the 150 underperforming stores identified for closure during
this fiscal year, which is expected to contribute to improvements
in our operating performance in future periods.  Also, the
relocation of our Catherines' home office operations to Bensalem
was completed on schedule during the first quarter, and during the
second quarter, we completed the sale of our Memphis, Tennessee
distribution center, which provided $4.8 million in cash proceeds.

"Earlier this week, we signed an agreement for the sale of our
non-core misses catalog titles to Orchard Brands, and announced
our plans to explore the sale of our Figi's Gifts in Good Taste
catalog business, based in Wisconsin.  These announcements support
our strategy to refocus our energies on our core brands and to
leverage our leading market share position in women's specialty
plus apparel.  Our decision to consider selling our Figi's
business should not be seen in any way as a negative reflection on
the performance of the Figi's business.  In fact, Figi's continues
to perform quite profitably and generates substantial cash flow.  
We and our Board of Directors are committed to identifying an
appropriate buyer for this attractive asset, but will only do so
in a transaction that we deem financially favorable."

               Twenty-Six Weeks Ended Aug. 2, 2008

For the twenty-six weeks ended Aug. 2, 2008, the company reported
a loss from continuing operations of $3.1 million.  This compares
to income from continuing operations of $47.4 million for the
twenty-six weeks ended Aug. 4, 2007.

The company's loss from continuing operations for the first half
ended Aug. 2, 2008, includes after-tax charges of $5.8 million
related to the severance agreement between Charming Shoppes and
its former chief executive officer, $5.8 million related to
previously announced consolidation and streamlining initiatives,
and $3.7 million for advisory and legal fees arising out of the
proxy contest which was settled on May 8, 2008.

Net sales from continuing operations for the twenty-six weeks
ended Aug. 2, 2008, decreased 7% to $1.29 billion, compared to net
sales from continuing operations of $1.39 billion for the twenty-
six weeks ended Aug. 4, 2007.

Net sales for the company's Retail Stores segment were
$1.23 billion during the twenty-six weeks ended Aug. 2, 2008, a
decrease of 10% compared to $1.37 billion during the twenty-six
weeks ended Aug. 4, 2007.  Consolidated comparable store sales for
the company's Retail Stores segment decreased 11% during the
twenty-six weeks ended Aug. 2, 2008, compared to a 2% decrease in
comparable store sales during the twenty-six weeks ended Aug. 4,
2007.

Net sales from continuing operations for the company's Direct-to-
Consumer segment were $49.5 million during the twenty-six weeks
ended Aug. 2, 2008, compared to $14.6 million during the twenty-
six weeks ended Aug. 4, 2007.  The strong increase is related to
incremental sales related to the launch of the Lane Bryant Woman
catalog in November 2007.

                     Discontinued Operations

For the thirteen weeks ended Aug. 2, 2008, the company reported a
loss from discontinued operations of $4.6 million, compared to a
loss of $2.6 million for the corresponding period a year ago.  The
loss from discontinued operations for the second quarter is
primarily related to an after-tax loss on results of operations of
approximately $6.1 million, from the non-core misses catalog
businesses.

For the twenty-six weeks ended Aug. 2, 2008, the company reported
a loss from discontinued operations of $39.7 million, compared to
a loss of $2.8 million for the corresponding period a year ago.  
The loss from discontinued operations for the first half includes
an after-tax loss on results of operations of approximately
$12.9 million, and an estimated loss on disposal of approximately
$26.9 million, related to the planned sale of the non-core misses
catalog businesses.

       Outlook for the Third Fiscal Quarter Ending Nov. 1,             
       2008 and Fourth Fiscal Quarter Ending Jan. 31, 2009

Given the continuing uncertain economic climate and the company's
expectations for continuing weak traffic trends, the company said  
it continues its conservative approach in planning for the third
quarter of fiscal year 2009.  As a result, the company will
maintain lean inventories and carefully control operating
expenses, in an effort to continue to generate positive free cash
flow.

For the three month period ending Nov. 1, 2008, the company has
projected diluted loss per share from continuing operations in the
range of $(0.11) to $(0.09), compared to diluted loss per share
from continuing operations of $(0.01) for the corresponding period
ended Nov. 3, 2007.  This projection includes pre-tax charges of
$2.0 million ($1.3 million after-tax, or $0.01 per diluted share),
related to previously announced streamlining initiatives.  The
company's projection for the third quarter assumes net sales from
continuing operations in the range of $560 to $570 million,
compared to net sales from continuing operations of $599.7 million
for the period ended Nov. 3, 2007.  The company's projection
assumes high single digit percentage decreases in consolidated
comparable store sales for the company's Retail Stores segment,
compared to an 8% decrease in consolidated comparable store sales
in the prior year.

For the three month period ending Jan. 31, 2009, the company
anticipates narrowing its diluted loss per share from continuing
operations, as compared to the corresponding period ended Feb. 2,
2008.  In the fourth quarter of the previous year, the company
recorded a loss from continuing operations before extraordinary
item of ($0.19), excluding a charge of $0.84 related to the
impairment of goodwill and trademarks.  

At Aug. 2, 2008, the company's consolidated balance sheet showed
$1.60 billion in total assets, $932.2 million in total
liabilities, and $668.5 million in total stockholders' equity.

                      About Charming Shoppes

Headquartered in Bensalem, Pennsylvania, Charming Shoppes Inc.
(Nasdaq: CHRS) -- http://www.charmingshoppes.com/-- is a multi-    
brand, multi-channel specialty apparel retailer specializing in
women's plus-size apparel.  At Aug. 2, 2008, the company operated
2,359 retail stores in 48 states under the names LANE BRYANT(R),
FASHION BUG(R), FASHION BUG PLUS(R), CATHERINES PLUS SIZES(R),
LANE BRYANT OUTLET(R), and PETITE SOPHISTICATE OUTLET(R).   
During the six months ended Aug. 2, 2008, the company opened 37,
relocated 36, and closed 87 retail stores.  The company ended the
period with 929 Fashion Bug and Fashion Bug Plus stores, 908 Lane
Bryant and Lane Bryant Outlet stores, 463 Catherines stores, and
59 Petite Sophisticate and Petite Sophisticate Outlet stores,
comprising approximately 15,521,000 square feet of leased space.  
Additionally, the company operates the following direct-to-
consumer titles:  Lane Bryant Woman(TM), Figi's(R), and
shoetrader.com.  

                          *     *     *

The Wall Street Journal reported on July 10, 2008, that in May,
Charming Shoppes and shareholders led by hedge fund Crescendo
Partners II LP ended a bitter proxy fight, striking a deal that
resulted in both sides getting two board nominees elected.  The
investor group had been calling for the sale of noncore assets,
cost cuts, merchandise improvements and slower store expansion.  
It also wanted a share buyback and had been questioning the
results of Ms. Bern's 13-year reign.

As reported in the Troubled Company Reporter on March 25, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on Charming Shoppes Inc. to 'B+' from 'BB-.'  The outlook
remains negative.

During the fiscal 2009 second quarter the company continued to
experience downward traffic trends in its stores, largely due to
the challenging retail and economic environment.  Net losses have
been reported for the last four quarters beginning the third
quarter of fiscal 2008.


CHOCTAW RESORT: S&P Cuts Corporate Credit Rating to 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on the Choctaw Resort Development Authority (CRDE) to 'BB'
from 'BB+'. The outlook is negative.

"The rating action reflects continued deterioration in CRDE's
operating performance through the first nine months of fiscal 2008
(ending Sept. 30)," said Standard & Poor's credit analyst Michael
Listner.


CIPRICO INC: Dot Hill to Purchase Assets for $2.25 Million
----------------------------------------------------------
Dot Hill Systems Corp. said that it agreed to purchase Ciprico
Inc.'s RAIDCore(TM) and Networked Attached Storage intellectual
property assets including ownership interest with the Debtor in
the NAS IP, in accordance to a proposed asset purchase agreement,
subject to competitive bidding and auction.

According to Bloomberg News, Dot Hill will purchase the Debtor's
assets for $2.25 million.  All bids for the assets must be
delivered by Sept. 15, 2008, followed by an auction on Sept. 17,
2008, the report says.  A sale hearing is set for Sept. 18, 2008,
the report adds.

Dot Hill is in talks with the Debtor for a $225,000 debtor-in-
possession financing.  To secure Ciprico's DIP obligation, Dot
Hill will be granted first priority security interest in all of
the Debtor's assets.

The proposed asset purchase agreement and DIP Loan remain subject
for approval by the United States Bankruptcy Court for the
District of Minnesota.

Ciprico has already filed motions seeking authority pursuant to
Section 363 of the Bankruptcy Code to approve the proposed asset
purchase pursuant to certain proposed sale procedures, and
separately a motion to approve the DIP Loan from the Company.

                           About Ciprico

Headquartered in Minneapolis, Minnesota, Ciprico Inc. (NASDAQ:
CPCI) -- http://www.ciprico.com-- provides software to    
information technology servers, workstations and digital media
workflows.  The company filed for Chapter 11 protection on July
28, 2008 (Bankr. D. Minn. Case No.08-43731).  Clinton E. Cutler,
Esq., at Fredrikson & Byron, P.A., represents the Debtor.  When it
filed for protection from its creditors, it listed total assets of
$6,905,000 and total debts of $7,814,000.


CITIGROUP TRUST: S&P Lowers Class MLA-1 Rating to 'BB'
------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Citigroup Commercial Mortgage Trust 2007-FL3. Concurrently, we
lowered our rating on one class and affirmed our ratings on 16
other classes from this series," S&P says.

The reasons for the upgrades included:

     -- The payoff of three loans (Hotel on the Avenue, Holiday
Inn SOHO, and Hotel 57), and two property releases within the
Westmont Hotel Portfolio loan, which resulted in increased credit
enhancement for the pool. The pooled trust balance has been
reduced by 16% to $672.1 million since issuance.

     -- With the exception of the Mondrian Los Angeles loan, all
of the loans are performing at or above S&P's initial expectations
at issuance.

     -- Higher average daily room rate (ADR) for the Viceroy Santa
Monica hotel since issuance, which based on S&P's analysis
resulted in a higher property valuation.

The Viceroy Santa Monica loan, the eighth-largest loan in the
pool, has a whole-loan balance of $34.0 million that is  divided
into a senior component of $30.0 million that makes up 4% of the
pooled trust balance and a $4.0 million nonpooled subordinate
component that supports the VSM raked certificates. The loan is
secured by a 162-room full-service boutique hotel in Santa Monica,
Calif. The master servicer, KeyBank Real Estate Capital (KeyBank),
reported a debt service coverage (DSC) of 2.42x for the 12-month
ended Dec. 31, 2007, and occupancy of 86% as of March 2008. Based
on Standard & Poor's review of the borrower's operating statements
for the 12 months ended March 31, 2008, and its 2008 budget, S&P's
adjusted valuation has increased 14% since issuance. The property
is currently performing above S&P's expectations due to a higher
ADR. The loan matures in February 2009 and has three 12-month
extension options available.

     The downgrade reflected:

     -- Higher-than-expected operating expenses for the Mondrian
Los Angeles hotel since issuance, and based on S&P's analysis, a
resultant valuation decline.

The Mondrian Los Angeles loan, the seventh-largest loan in the
pool, has a whole-loan balance of $120.5 million that is split
into two pari passu pieces: a $60.25 million pari passu loan,
which is further divided into a $35.2 million senior component
that makes up 5% of the trust balance; a $6.8 million nonpooled
subordinate component that is raked to the MLA-1 and MLA-2 (not
rated by Standard & Poor's) certificates; and an $18.25 million
nontrust junior participation. The senior portion of the other
pari passu piece is in the Wachovia Bank Commercial Mortgage Trust
Commercial Mortgage Pass-Through Certificates Series 2007-WHALE 8
transaction.

The loan is secured by a 13-story, 237-room full-service boutique
hotel in West Hollywood, Calif. KeyBank reported a  2.88x DSC and
77% occupancy for the year-ended Dec. 31, 2007. Based on Standard
& Poor's review of the borrower's operating statements for the 12
months ended Dec. 31, 2007, and its 2008 budget, S&P's adjusted
valuation has declined by 7% since issuance. The property is
currently performing below S&P's expectations due to higher-than-
expected operating costs. The loan matures in July 2010 and has
one 15-month extension option available.

As of the Aug. 15, 2008, remittance report, pool statistics were:

     -- There are 13 loans including senior participation
interests in six floating-rate interest-only (IO) mortgage loans
and seven floating-rate IO whole-mortgage loans.

     -- There are mortgages on 16 full-service and three limited-
service hotels concentrated in three areas: 54% (five loans) of
total pooled trust balance in New York City; 21% (one loan) in
Scottsdale, Ariz.; and 12% (four loans) in Southern California.
According to Smith Travel, the New York City lodging market posted
a strong revenue per available room (RevPAR) growth rate of 8% on
a year-to-date July 2008-to-2007 comparison.

     -- All of the loans are indexed to one-month LIBOR.

Near-term maturities (within three months) for loans in the pool
are:

     -- Fairmont Scottsdale Princess, the largest loan in the
pool, matures on Sept. 9, 2008. KeyBank indicated that the
borrower is exercising one of its three 12-month extension options
and has met the extension requirements. The loan, secured by a
651-room, full-service resort in Scottsdale, has a trust and
whole-loan balance of $140.0 million (21%). Standard & Poor's
adjusted valuation is comparable to its level at issuance.

     -- Radisson Lexington Avenue, the second-largest loan in the
pool, matures on Oct. 9, 2008. KeyBank indicated that the borrower
will exercise one of its three 12-month extension options and has
met the extension requirements. The loan, secured by a 705-room
full-service hotel in Manhattan, has a trust and whole-loan
balance of $100.0 million (15%). Standard & Poor's valuation
increased 5% since issuance.  

     -- Intercontinental Miami, the fifth-largest loan in the
pool, matures on Oct. 9, 2008. KeyBank indicated that the borrower
will exercise one of its three 12-month extension options and has
met the extension requirements. The loan, secured by a 641-room
full-service hotel in Miami, Fla., has a pooled trust balance of
$61.1 million (9%) and a $2.9 million nonpooled subordinate
component that supports the class INM certificate, which Standard
& Poor's does not rate. S&P's valuation increased 21% since
issuance.

"In addition to the Mondrian Los Angeles loan, we are also closely
monitoring the ninth-largest loan in the pool, Hotel 30 30, which
has a whole-loan balance of $57.0 million. This loan, secured by a
232-room, full-service hotel in Manhattan, has a pooled trust
balance of $29.1 million (4%) and a $3.9 million subordinate
nonpooled component that is raked to the HTT certificates.
According to KeyBank, the property has approximately $98,100 of
outstanding deferred maintenance items, including room repairs to
conform to ADA (The Americans with Disabilities Act) standards.
KeyBank is working closely with the borrower to resolve the
deferred maintenance items. In addition, the borrower has yet to
begin a $12.0 million renovation project that was planned at
issuance. Based on our review of the borrower's operating
statements for the trailing 12 months ended April 30, 2008, and
its 2008 budget, our valuation is comparable to its level at
issuance. The loan matures in Dec. 2008, and has three 12-month
extension options available," S&P says.

RATINGS RAISED
   
Citigroup Commercial Mortgage Trust 2007-FL3
Commercial mortgage pass-through certificates

             Rating
Class    To        From       Credit enhancement (%)
-----    --        ----       ----------------------
B       AAA        AA+                         16.90
C       AA+        AA                          13.93
VSM-1   BBB        BBB-                          N/A

RATING LOWERED
   
Citigroup Commercial Mortgage Trust 2007-FL3
Commercial mortgage pass-through certificates

             Rating
Class    To        From      Credit enhancement (%)
-----    --        ----      ----------------------
MLA-1    BB+       BBB-                        N/A

RATINGS AFFIRMED
   
Citigroup Commercial Mortgage Trust 2007-FL3
Commercial mortgage pass-through certificates

Class          Rating   Credit enhancement (%)
-----          ------   ----------------------
A-1            AAA                       45.09
A-2            AAA                       20.60
D              AA-                       12.01
E              A+                        10.23
F              A                          8.30
G              A-                         6.52
H              BBB+                       4.74
J              BBB                        2.96
K              BBB-                        N/A
X-2            AAA                         N/A
THH-1          BBB-                        N/A
THH-2          BBB-                        N/A
HTT-1          BBB                         N/A
HTT-2          BBB-                        N/A
VSM-2          BB+                         N/A
RSI-1          BBB+                        N/A

  N/A -- Not applicable.


COLISEUM ENTERTAINMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Coliseum Entertainment Group, Inc.
        415 St. Johns Church Road
        Suite #205
        Camp Hill, PA 17011

Bankruptcy Case No.: 08-02990

Type of Business: The Debtor owns an entertainment arena.

Chapter 11 Petition Date: August 20, 2008

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Craig A. Diehl, Esq.
                  Craig A. Diehl Law Offices
                  3464 Trindle Road
                  Camp Hill, PA 17011-4436
                  Tel: (717) 763-7613
                  Fax: (717) 763-8293
                  Email: cdiehl@cadiehllaw.com

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

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

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


CSFB MORTGAGE: Moody's Rates $28.9 Million Class Certs. Low-B
-------------------------------------------------------------
Moody's Investors Service downgraded four classes and
affirmed/confirmed 42 classes of Credit Suisse First Boston
Mortgage Securities Corp., Series 2006-TFL2:

-- Class A-1, $325,541,426, affirmed at Aaa
-- Class A-2, $536,000,000, affirmed at Aaa
-- Class AX-1, Notional, affirmed at Aaa
-- Class B, $41,000,000, affirmed at Aa1
-- Class C, $41,000,000, affirmed at Aa2
-- Class D, $33,000,000, affirmed at Aa3
-- Class E, $25,000,000, affirmed at A1
-- Class F, $19,000,000, affirmed at A2
-- Class G, $19,000,000, affirmed at A3
-- Class H, $19,000,000, affirmed at Baa1
-- Class J, $20,000,000, affirmed at Baa2
-- Class K, $22,000,000, affirmed at Baa3
-- Class L, $16,300,000, affirmed at Ba1
-- Class SVA-1, $377,440,017, affirmed at Aaa
-- Class SVA-2, $126,000,000, affirmed at Aaa
-- Class SVAX, Notional, affirmed at Aaa
-- Class SV-B, $61,000,000, affirmed at Aa1
-- Class SV-C, $31,000,000, affirmed at Aa2
-- Class SV-D, $31,000,000, affirmed at Aa3
-- Class SV-E, $30,000,000, affirmed at A1
-- Class SV-F, $31,000,000, affirmed at A2
-- Class SV-G, $30,000,000, affirmed at A3
-- Class SV-H, $54,000,000, affirmed at Baa1
-- Class SV-J, $34,000,000, affirmed at Baa2
-- Class SV-K, $39,000,000, affirmed at Baa3
-- Class KER-A, $62,669,781, affirmed at A1
-- Class KER-B, $44,610,732, affirmed at A2
-- Class KER-C, $39,046,593, affirmed at A3
-- Class KER-D, $48,124,925, affirmed at Baa1
-- Class KER-E, $48,515,391, affirmed at Baa2
-- Class KER-F, $64,524,494, affirmed at Baa3
-- Class MW-A, $14,328,360, downgraded to Ba2 from A2
-- Class MW-B, $8,647,368, downgraded to B2 from Baa2
-- Class BEV-A, $11,000,000, downgraded to Ba1 from Baa3
-- Class NHK-A $ 4,000,000, downgraded to Ba1 from Baa3
-- Class SHD-A, $6,926,265, affirmed at Aa1
-- Class SHD-B, $6,592,022, affirmed at Aa3
-- Class SHD-C, $6,369,193, affirmed at A3
-- Class SHD-D, $4,976,512, affirmed at Baa1
-- Class SHD-E, $6,220,640, affirmed at Baa2
-- Class QUN-A, $5,778,096, confirmed at Aa2
-- Class QUN-B, $5,325,434, confirmed at A1
-- Class QUN-C, $7,801,761, confirmed at Baa2
-- Class QUN-D, $5,032,535, confirmed at Baa3
-- Class ARG-A, $7,000,000, affirmed at Baa2
-- Class ARG-B, $5,500,000, affirmed at Baa3

Moody's downgraded non-pooled Classes MW-A, MW-B, BEV-A, and NHK-
A.  Classes MW-A and MW-B are secured by the trust junior portion
of the Metropolitan Warner Center Loan.  Moody's is downgrading
Classes MW-A and MW--B due to a slower than anticipated
condominium sales pace and a lower sales price per square foot at
the property.  Class BEV-A is secured by the trust junior portion
of the Beverly Hilton Loan.  Moody's is downgrading Class BEV-A
due to an increase in operating expenses combined with a decrease
in market demand.  Class NHK-A is secured by the trust junior
portion of the NH Krystal Hotels Loan.  Moody's is downgrading
Class NHK-A due to a decrease in net operating income as a result
of increased operating expenses.

The pooled Classes are secured by twelve senior participation
interests of whole loans totaling $1.1 billion.  The loans range
in size from 1.4% to 35.0% of the pool based on current principal
balances.  As of the August 15, 2008 distribution date, the
transaction's aggregate certificate balance has decreased by
approximately 30.2% to $2.4 billion from $3.4 billion at
securitization.  The decrease is attributable to the payoff of two
loans: The Plaza Residential & Hotel and JP Morgan International
Tower II.

Kerzner International Portfolio Loan, a 50% portion of a pari
passu split loan structure, is the largest loan in the pool.  The
loan is collateralized by substantially all of the Kerzner
Family's real estate assets located on Paradise Island, Bahamas,
including the Atlantis Resort, a 2,317-key resort and casino hotel
featuring the largest casino and ballroom in the Caribbean and
water-themed attractions, including the world's largest open-air
marine habitat.  The Phase III expansion of the Atlantis Resort
was completed in the Second Quarter of 2007 adding a 600-unit all-
suite hotel tower.  Loan collateral also includes retail land
parcels, an 18-hole championship golf course as well as 50% joint
venture interests in revenue streams and sale proceeds from
condominium and time share units and various construction
projects, and the lender's rights to receive capital proceeds and
other amounts relating to Kerzner's 50% interest in One & Only
Palmilla, Los Cabos, Mexico.  The loan sponsor is a private equity
consortium consisting of Istihmar PJSC, Whitehall Funds, Kerzner
Family, Colony Capital, Baron Funds and The Related Companies. The
loan is performing as expected.  Moody's LTV ratio is 35.1%,
compared to 36.0% at securitization.  Moody's underlying rating is
A3, the same as at securitization. Additionally, there are junior
trust loans secured by the asset including rake Classes KER-A,
KER-B, KER-C, KER-D, KER-E and KER-F.  Moody's current underlying
ratings for Classes KER-A, KER-B, KER-C, KER-D, KER-E and KER-F
are A1, A2, A3, Baa1, Baa2, and Baa3, respectively the same as
securitization.

The Beverly Hilton Loan is secured by a 569 room hotel in Beverly
Hills, CA.  The hotel was built in 1955 and underwent an $80
million renovation in 2004. The sponsor of the loan is Oasis West
Realty.  Due to due to an increase in operating expenses combined
with a decrease in market demand, the Moody's pooled LTV increased
from 59.0% at securitization to 65.0%.  Moody's current underlying
rating of the pooled debt associated with the collateral has
dropped to Baa3 from Baa2 at securitization.  Additionally, there
is a junior trust loan secured by the asset: rake Class BEV-A.
Moody's current underlying rating for Class BEV-A is Ba1, down
from Baa3 at securitization.

The Hollywood and Highland Loan is secured by a 460,000 square
foot retail center, the 180,000 square foot Kodak Theater, a 637
rooms Renaissance Hotel, and a 3,000 space garage.  A project
known as L.A.  Live was recently completed and is anticipated to
provide direct competition.  L.A. Live is a $1.7 billion tourist-
oriented sports-entertainment hub and features a 55-story
convention center and hotel, the 7,100-seat theater Nokia Theater,
broadcast facilities, a 14-screen movie theater and nearly a dozen
restaurants.  L.A. Live is located in downtown Los Angeles, and is
adjacent to the Staples Center. Moody's is affirming the
underlying rating at securitization of Baa3.

The J.W. Marriott Loan is secured by a 575 room resort hotel with
a 27-hole Arnold Palmer designed golf course located in Tucson,
Arizona.  The hotel includes seven food & beverage outlets as well
as a 20,000 square foot spa.  Signature Properties LLC is the
sponsor of the loan.  Due to a significant amount of new supply
and a decrease in market demand, as evidenced by the Tucson full
service hotel Red-Yellow-GreenTM score of Red-0, income has
decreased and Moody's pooled LTV has increased to 71.5% from 63.1%
at securitization.  Additionally, Moody's current underlying
rating of the pooled debt associated with the collateral has
dropped to Ba1 from Baa3 at securitization.

The Argent Hotel Loan is secured by a 672 room hotel located in
San Francisco, California.  In 2007, the hotel was rebranded as a
Westin and is currently known as the Westin San Francisco Market
Street.  Due to the recent rebranding and the absence of 2008
financial information on the underlying asset, Moody's current
underlying rating of the pooled debt associated with the
collateral remains unchanged at Baa1, the same at securitization.
Additionally, there are junior trust loans secured by the asset
including rake Classes ARG-A and ARG-B. Moody's current underlying
rating for Class ARG-A is Baa2 and for Class ARG-B is Baa3, the
same as securitization.

Metropolitan Warner Center Loan is secured by Metropolitan Warner
Center.  This asset consists of a 1,279 unit, garden-style
condominium conversion located in Los Angeles, California within
the village community of Woodland Hills.  The overall condominium
conversion commenced in late 2004 and at time of securitization
the collateral for the loan consisted of the remaining 685 unsold
units.  As of August 12, 2008, the unsold inventory has been
reduced to 513 units.  Prior to securitization, sales averaged 123
units per quarter at an average price per square foot of $445.  In
2007, the pace and price declined to an average of 25 unit sales
per quarter at an average price per square foot of $360.  The
sponsors, Troxier Residential Ventures and Macbeth Apartments
Systems, attempted to simulate sales volume and price by replacing
the asset management of the project in August of 2007.  However,
sales volume and price continued to decline. The 2008 year to date
sales pace averaged only 15 sales per quarter at an average price
per square foot of $349.  Due to a slower than anticipated
condominium sales pace and a lower sales price per square foot at
Metropolitan Warner Center, Moody's current underlying rating of
the pooled debt associated with the collateral has dropped to Baa1
from Aa1 at securitization.  Additionally, there are junior trust
loans secured by the asset including rake Classes MW-A and MW-B.  
On August 21, 2008, Moody's placed both rake classes on watch for
possible downgrade.  Due to weaker than expected performance,
Moody's is downgrading Class MW-A to Ba2 from A2 and Class MW-B to
B2 from Baa2.

The NH Krystal Hotel Portfolio is secured by three Mexican Hotels:
NH Krystal Cancun is a Punta Cancun hotel and resort consisting of
an 8-story 257 guest room hotel tower and a 3-story 68 room tower.  
Puerto Vallarta is a 533 room resort hotel that includes 82
timeshare units.  The hotel is located in near the Puerto Vallarta
city center and main commercial district. NH Krystal Ixtapa is a
255 room resort hotel located in Ixtapa, Mexico in the middle of
Mexican Pacific Coast.  From 2005 to 2007, net operating income
has fallen approximately 15% due to rising expenses.  As a result,
Moody's current underlying rating of the pooled debt associated
with the collateral has dropped to Baa3 from Baa2 at
securitization. Additionally, there is a junior trust loan secured
by the asset: rake Class NHK-A.  Moody's current rating for class
NHK-A is Ba1, down from Baa3 at securitization.

The One Queensridge Place Loan is secured by One Queensridge
Place, a construction project in Las Vegas, Nevada located 12
miles west of the Las Vegas Strip.  As of July 2008, the project
is approximately 97.5% complete and upon full completion will
consist of 219 luxury condominium residential units with a ground
floor lobby connecting two 18-story towers.  As of July 2008, 128
of the 219 units have been sold.  Despite a slowing Las Vegas
condominium market, Moody's is affirming the Aaa underlying rating
due to payoffs from condominium sales and the presence of a $50
million letter of credit.  Additionally, there are junior trust
loans secured by the asset including rake Classes QUN-A, QUN-B,
QUN-C, and QUN-D.  On July 9, 2008, Moody's placed these four rake
classes on watch for possible downgrade due to a monetary default
resulting from the borrower's failure to make required interest
payments.  Since that time the sponsor has made the loan current
and provided $60 million of additional capital to the project.  As
a result Moody's confirms the underlying ratings for Classes QUN-
A, QUN-B, QUN-C, and QUN-D at Aa2, A1, Baa2, and Baa3,
respectively.

The Sheffield Loan is secured by a 597 unit condominium conversion
project located West 57th between 8th and 9th Avenues in Midtown
Manhattan. As of July 2008 there were 254 units available for
sale, 43 under contract and 86 units occupied by holdover tenants.  
The loan's extended maturity date was July 9, 2008, however, a
forbearance period has been granted through October 9, 2008.  The
servicer has indicated that the Sponsor has been offered a number
of term sheets for refinance.  Assuming the current outstanding
sales contracts are executed, 100% of the first mortgage would be
retired from the sales proceeds.  Moody's is affirming the Aaa
underlying rating.  Additionally, there are junior trust loans
secured by the asset including rake Classes SHD-A, SHD-B, SHD-C,
SHD-D and SHD-E.  Moody's current underlying rating for Classes
SHD-A, SHD-B, SHD-C, SHD-D and SHD-E are Aa1, Aa3, A3, Baa1 and
Baa3, respectively the same as securitization.

The Sava Portfolio Loan consist of two non-pooled mortgage loans
that are partially cross collateralized and cross defaulted.  The
larger of the two loans has a first mortgage balance of
approximately $741.0 million and is collateralized by the Sava
Healthcare Portfolio.  The smaller of the two loans has a first
mortgage balance of approximately $107.0 million and is
collateralized by the Fundamental Healthcare Portfolio.  
Collectively these loans secure the non-pooled Sava rake bonds.  
The Sava Healthcare Portfolio loan collateral includes 169
healthcare facilities located in 19 states, containing 20,667 beds
and the Fundamental Portfolio collateral includes 27 healthcare
facilities located in nine states, containing 2,822 beds.  Skilled
nursing facilities account for 93% of properties across the two
portfolios.  The largest state concentrations across the two
portfolios are in Texas, North Carolina and Colorado. The costs
for a majority of the beds are reimbursed by Medicaid, followed by
Medicare and about 12% are private pay. Per year end 2007, the
current DSCR on the loan was approximately 1.70x.  The rake bonds
in the trust associated with the collateral include Classes SVA-1,
SVA-2, SVA-X, SV-B, SV-C, SV-D, SV-E, SV-F, SV-G, SV-H, SV-J, and
SV-K. Moody's underlying rating of each rake bond remains
unchanged from securitization.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in the presale report dated October 31, 2006.

Moody's has published rating methodologies outlining our
analytical approach to surveillance and our approach to rating
large loan/single borrower transactions.  In addition, Moody's has
published numerous articles outlining our ratings approach to the
various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS. The major rating methodologies employed in analyzing this
transaction include:

US CMBS: Moody's Approach to Surveillance of Large Loan
Transactions, March 8, 2006

CMBS: Moody's Approach to Rating Large Loan/Single Borrower
Transactions, July 7, 2000

CMBS: Moody's Approach to Rating Floating Rate Transactions, May
12, 2000

Positive and Negative Pooling: Moody's Approach to Tranching Large
Loan CMBS, December 18, 2001


DANA CORP: To Sell Offices in Toledo, Ohio to Health Care REIT
--------------------------------------------------------------
Dana Holding Corporation said in a press release that it reached
a contingent agreement for the sale of its Toledo, Ohio corporate
headquarters building and grounds to Health Care REIT, Inc., for
an undisclosed amount.

The sale, according to the press release, is contingent on the
support of state and local authorities.  In conjunction with the
agreement, Dana will relocate its corporate headquarters staff
to its existing Automotive Systems Technology Center in Maumee,
Ohio by mid-2009.  

"The relocation of Dana's corporate headquarters facility enables
us to consolidate its local operations and make the most
efficient use of our Toledo-area footprint," Dana Executive
Chairman John Devine said.  "This move provides Dana with a
headquarters facility that more appropriately reflects our
company's profile, while also providing an excellent new home for
a respected and growing Toledo-based company."

"This is an opportunity to secure a unique property in the city
of Toledo that would accommodate our growth.  The campus could
play a key role in supporting our corporate objectives," added
Health Care REIT Chairman and Chief Executive Officer George L.
Chapman.  "We're pleased that this transaction would maintain a
strong corporate presence at this prominent Toledo landmark,"
Mr. Chapman added.

Under terms of the sale agreement, Dana would vacate its facility
located at 4500 Dorr Street facility by September 2009.  Health
Care REIT plans to transfer its headquarters workforce from its
current location in One SeaGate to Dorr Street.  Health Care REIT
employs approximately 200 people nationwide, including 75 people
at its One SeaGate corporate headquarters.

Dana established its global headquarters at the Dorr Street
location in 1970, after spending the previous 40 years at the
company's former Bennett Road complex in north Toledo.  Located
directly across from Inverness Club golf course, the 200,000
square-foot Georgian Colonial-style building opened in the fall
of 1970 and currently houses approximately 175 employees,
including the company's executive leadership and a variety of
corporate-based functions like Accounting, Finance, Law, Tax, and
Corporate Communications.  In 2006, Dana sold its former Dana
Commercial Credit headquarters facility located adjacent to the
current Dorr Street campus to ProMedica Health System, which
utilizes the building as its corporate headquarters.

Dana's decision to sell its Toledo, Ohio headquarters will leave
Owens Corning as the city's lone Fortune 500 firm, The Toledo
Blade said.

                           About DANA

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/--     
designs and manufactures products for every major vehicle producer
in the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
June 30, 2008, the Debtors listed $7,482,000,000 in total debts,
resulting in $2,979,000,000 in total shareholders' deficit.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer. -- pls. delete this,
Tar, kai not applicable na.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represens the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 81; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


DANE CARPE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Dane M. Carpe
        dba DMC Funding
        aka Ann Carpe
        153 Los Angeles
        Oxnard, CA 93035

Bankruptcy Case No.: 08-12070

Chapter 11 Petition Date: August 26, 2008

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: John K. Rounds, Esq.
                  P.O. Box 985
                  Santa Paula, CA 93061
                  Tel: (805) 525-4114
                  Fax: (805) 525-5510

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

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

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


DELPHI CORP: ADAH Wants to Re-Argue Court's Decree on Fraud Suit
----------------------------------------------------------------
A-D Acquisition Holdings, LLC, and Appaloosa Management L.P. seek
the Bankruptcy Court's approval to re-argue the August 11 decision
of the U.S. Bankruptcy Court for the Southern District of New York
on their request for dismissal of the $2,550,000,000 adversary
complaints filed against them by Delphi Corporation, saying that
they both deserve more than a dismissal of the fraud complaint
against them.

ADAH and AMLP also ask the Court to strike certain allegations in
Delphi's complaint pursuant to Rule 12(f) of the Federal Rules of
Civil Procedure, which allows a court to strike any redundant,
immaterial, impertinent, or scandalous matter.

Judge Drain's August 11 order only dismissed Delphi's fraud
complaint against ADAH and AMLP, but not Delphi's claim for
(i) specific performance, (ii) piercing the corporate veil and
(iii) equitable subordination, a ruling for which were issued in
favor of the other defendants involved in the same adversary
complaint filed by Delphi.

J. Christopher Shore, Esq., at White & Case LLP, in New York,
informs the Court that Appaloosa's request to re-argue stems from
the premise that Appaloosa is also entitled to the same rulings
issued in favor of the other defendants regarding Delphi's
claims.  Mr. Shore adds that re-argument is appropriate where the
Court has "overlooked controlling decisions or factual matters
that might materially have influenced its earlier decision".

Mr. Shore asserts certain statements by Delphi should be stricken
because they fail to satisfy Civil Rule 9(b), which provides that
a party must state with particularity, the circumstances
constituting fraud or mistake.  Mr. Shore stresses Delphi's
allegations are highly inflammatory, particularly as to a
financial institution dependent on its reputation to attract
investors.

Appaloosa wants these paragraphs stricken:

    1. Paragraphs 71 to 83, which detailed on "Appaloosa's
       Clandestine Efforts to Avoid its Obligations".  Delphi
       said it "was deceived as a result of its trust" in
       Appaloosa and David Tepper, the firm's principal.  Despite
       assurances by Mr. Tepper that Appaloosa would honor its
       funding commitment and efforts by the Delphi to fulfill
       its own obligations under the EPCA, "Appaloosa and its
       allies were secretly working behind the scenes to
       undermine all of the efforts to achieve Plan consummation
       that the Debtors and their employees and other
       stakeholders were trying so hard to complete in good
       faith."

    2. Paragraph 129, which said that by virtue of its role as
       Plan sponsor and its relationship of trust with Delphi,
       Appaloosa had a duty not to omit to disclose to Delphi, in
       the period from on or about Dec. 1, 2007 to April 4, 2008,
       that Appaloosa, in concert with other Plan investors, had
       decided to seek to avoid their commitments rather than
       fulfill such commitments that were necessary for the
       consummation of the Plan.

   3.  Paragraph 130, which stated that during the critical
       period from Dec. 1, 2007 to April 4, 2008, Appaloosa
       deliberately, intentionally and knowingly concealed from
       Delphi that they had decided to pursue a plan of avoiding
       rather than fulfilling their investment obligations and
       commitments with respect to Delphi's equity financing
       necessary for consummation of the Plan.

    4. Paragraph 132, which said that if Delphi had known the
       truth about Appaloosa's plans and actions to avoid its
       commitment, Delphi would have, among other things, pursued
       legal relief and alternative business plans well before
       April 4, 2008, and would not have pushed for confirmation
       of the Plan in January 2008.

                         About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 142; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


DELPHI CORP: Creditors Want Court to Deny $300MM Loan from GM
-------------------------------------------------------------
CR Intrinsic Investors, LLC and Highland Capital Management,
L.P., ask the U.S. Bankruptcy Court for the Southern District of
New York to deny Delphi Corp.'s request to incur a $300,000,000
administrative priority debt to General Motors Corp. in order to
cover losses generated after its reorganization plan failed.

CR and Highland hold $495,000,000 in principal amount of senior
notes issues by Delphi.

Pursuant to Section 1104(c) of the Bankruptcy Code, CR and
Highland ask the Court to order the appointment of an examiner to
ensure that the interests of all creditor bodies are adequately
protected and see to it that the subsidiaries that own the
profitable global operations are not raided to prop up the
corporations that own the "money-losing and cash-guzzling" North
American operations.

Isaac M. Pachulski, Esq., at Stutman, Treister & Glatt P.C., in
Los Angeles, California, says Delphi's proposal to amend its deal
with GM to increase the loan to $950,000,000 does not fix
anything -- it is merely a band-aid.  "It is a truism that
borrowing to fund losses is a loser's bet", Mr. Pachulski says,
adding further that the borrowing proposed by GM cannot and will
not benefit the Debtors' estates.

Mr. Pachulski informs the Court that the Debtors' willingness to
operate a money-losing business for the benefit of GM is beyond
comprehension.  He said that the Debtors should stop layering on
increasing amounts of debts to pay for the losses, and explore
other avenues to restructure their North American operations
instead.

                         About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 142; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DELPHI CORP: PBGC Wants GM to Assume Delphi's Pension Liabilities
-----------------------------------------------------------------
The Pension Benefit Guaranty Corp. has asked General Motors Corp.
to assume pension liabilities from Delphi Corp. by Sept. 30 or
risk bearing additional costs from Delphi, Bloomberg News
reports.

PBGC Director Charles Millard told GM that it "has grown
increasingly concerned that there has been no indication that a
resolution of the proposed transfer is imminent."

Delphi had about $3,300,000,000 in unfunded pension liabilities
at the end of 2007, spokesman Lindsey Williams said, according to
Bloomberg.  GM has already agreed to assume $1,500,000,000 in
hourly worker pension benefits, and Delphi said it is negotiating
with GM about an additional transfer that may aid Delphi's exit
from bankruptcy.

Mr. Millard warned that if the transfer isn't completed in time
and the pension plans fail, it will become more difficult for
Delphi to complete its reorganization because the PBGC would move
ahead of other creditors with a claim of as much as
$8,000,000,000.

Delphi previously obtained waivers from the U.S. Internal Revenue
Service and the PBGC to defer funding contributions to its
pension plans -- the Delphi Hourly-Rate Employees Pension Plan
and the Delphi Retirement Program for Salaried Employees -- until
its emergence from Chapter 11.  But the waivers expired May 9,
2008, following delays in its bankruptcy exit due to, among other
things, difficulties in obtaining exit financing.

The waivers were required to facilitate the Debtors' option to
effectuate the transfer of certain hourly pension obligations to
General Motors in an economically efficient manner.

In its latest 10-Q filed before the Securities and Exchange
Commission, Delphi said it believes the Employee Retirement
Income Security Act and the U.S. Internal Revenue Code will
still, under most circumstances, post-June 15, 2008, permit it to
be able to effect the planned transfer of the maximum amount of
its hourly pension obligations to GM in an economically efficient
manner prior to September 30, 2008.  However, by permitting the
waivers to lapse, Delphi admitted it is potentially exposed to
excise taxes as a result of accumulated funding deficiencies for
the its pension plans:

                             Accumulated      Potential IRS
     Period                   Deficiency         Excise Tax
     ------                   ----------         ----------
     Ended 9/30/05          $173,000,000        $17,000,000
     Ended 9/30/06        $1,220,000,000       $122,000,000
     Ended 9/30/07        $2,440,000,000       $244,000,000

Delphi said that assuming it is assessed an excise tax for all
plan years through 2007, the total range of exposure would
approximate between $380,000,000 and $3,800,000,000.

Delphi expects the pension that the Hourly and Salaried Plans
will have accumulated funding deficiencies for the plan year
ending Sept. 30, 2008, should it not emerge from chapter 11.  

"Any transfer of hourly pension obligations to a GM pension plan
will mitigate such deficiency for the Delphi Hourly Plan," Delphi
said.

                         About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 142; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DENNIS SUHLER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Dennis Suhler
         Mitzi Suhler
         fdba Trucking Suhler
         fdba Suhler Trucking, Inc.
         dba Branson Truck Line of Lyons KS
         812 South Dinsmore
         Lyons, KS 67554

Bankruptcy Case No.: 08-12117

Chapter 11 Petition Date: August 22, 2008

Court: District of Kansas (Wichita)

Judge: Dale L. Somers

Debtors' Counsel: Dan W. Forker, Jr., Esq.
                  129 West 2nd - Suite 200
                  P.O. Box 1868
                  Hutchinson, KS 67504-1868
                  Tel: (620) 663-7131
                  Email: lawfirm@pixius.net

Total Assets: $762,200

Total Debts:  $6,979,241

A copy of the Debtors' petition is available at:

    http://bankrupt.com/misc/ksb08-12117.pdf


DONALD DONOHO: Voluntary Chapter 1 Case Summary
-----------------------------------------------
Debtor: Donald H. Donoho
        11324 Links Court
        Reston, VA 20190

Bankruptcy Case No.: 08-15100

Chapter 11 Petition Date: August 24, 2008

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Donald F. King, Esq.
                  Odin, Feldman & Pittleman
                  9302 Lee Highway, Suite 1100
                  Fairfax, VA 22031
                  Tel: (703)218-2100
                  Fax: (703) 218-2160
                  Email: donking@ofplaw.com

Estimated Assets: Less than $50,000

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

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


DREAM TOURS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Dream Tours Inc.
        201 Ritchie Rd., No. C-2
        Capitol Heights, MD 20743

Bankruptcy Case No.: 08-21007

Chapter 11 Petition Date: August 27, 2008

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Gloria Lee, Esq.
                  Suite 312, 7700 Leesburg Pike
                  Falls Church, VA 22043
                  Tel 703 288 3215
                  Email metrolawghl@gmail.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.


DURA AUTOMOTIVE: GE Commercial Heads $110MM Exit Credit Facility
----------------------------------------------------------------
GE Commercial Finance Corporate Lending said that it led a
$110 million plan of reorganization credit facility for DURA
Automotive Systems Inc.  The financing will be used to complete
the company's reorganization as it emerges from bankruptcy.

GE Capital Markets arranged the transaction.

In 2006, GE Commercial also provided the company with a
$115 million debtor-in-possession credit facility to support the
company's Chapter 11 filing.

"Decreasing market demand, a change in the types of vehicles being
sold and rising raw material prices are making this a tougher
market for auto suppliers," said Beth Brockmann, automotive
industry leader for GE Corporate Lending.  "However, suppliers
with strong technology and solid balance sheets should be able to
endure this transitionary period and ultimately benefit from a
stronger market environment."

"Leveraging our auto industry expertise and restructuring
specialization helped provide DURA with smarter capital," said Tom
Quindlen, chairman and CEO of GE Corporate Lending.  "We continue
to work closely with clients through good and challenging times to
provide them with the capital they require to meet their business
objectives."

                           About DURA

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

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

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

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

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


ESSAR STEEL: Moody's Confirms Caa1 Rating on Senior Subor. Notes
----------------------------------------------------------------
Moody's Investors Service changed Essar Steel Algoma Inc.'s
speculative grade liquidity rating to SGL-3 from SGL-4, and
affirmed the company's long term debt ratings, including its B3
corporate family rating, B3 rating for its senior secured term
loan facility, and Caa1 rating for its senior subordinated notes.  
The rating outlook is stable.

The SGL upgrade was primarily prompted by the improvement in
Algoma's earnings generation for its June 30, 2008 quarter, which
enhances the company's liquidity position by reducing the risk of
term loan covenant noncompliance.  Algoma generated approximately
C$204 million in EBITDA in its June 30, 2008 quarter, which is
attributable to the approximate 30% increase in average selling
prices and 17% increase in steel shipments compared to the quarter
ending March 31, 2008, when EBITDA was C$71 million. With the June
2008 quarter in the books, Algoma passes out of danger of term
loan covenant violation for the near term.

The SGL-3 rating denotes adequate liquidity under Moody's
speculative grade liquidity ratings. The company's liquidity is
supported by, as of June 30, 2008, C$10.7 million in cash and
C$155 million of availability under its revolving credit facility,
as well as the cash it will receive when it sells its remaining
50.1% interest in a cogeneration power plant.  Moody's expects
that Algoma will generate positive free cash flow over the next
twelve months.  However, the SGL-3 rating also recognizes the
potential difficulties that may be posed by input cost and working
capital increases, high capital expenditures, pension
contributions, steel price volatility, as well as tightening of
financial covenants going forward.

The B3 corporate family rating reflects Algoma's very high
leverage, single-site location, modest scale, and lack of control
over raw material prices.  It is dependent predominantly on
commodity grades of sheet steel, where it competes with much
larger and better-capitalized companies having relatively lower
retiree liabilities.  Moody's believes that the company has a high
degree of operating leverage, which makes it vulnerable to soft
demand and price declines.  The ratings positively reflect
Algoma's relatively low cost hot rolled steel making capabilities,
using its Direct Strip Production Complex (DSPC), favorable steel
industry fundamentals, and parent company Essar's commitment to
Algoma.

Moody's previous rating action for Algoma was on January 17, 2008,
when the company's speculative grade liquidity rating was lowered
to SGL-4 from SGL-3 due to concerns about its ability to comply
with the financial covenants in the term loan agreement.  These
concerns were directly attributable to the significant losses
Algoma experienced in the September 2007 quarter as a result of a
52-day shutdown of its No. 7 blast furnace.

Essar Steel Algoma Inc., headquartered in Sault Ste. Marie,
Ontario, is the third largest integrated steel producer in Canada,
accounting for approximately 15% of Canadian raw steel production.  
Approximately 80% of Algoma's sales are sheet products, with plate
products accounting for the balance.  For the twelve months ended
June 30, 2008, Algoma had revenues of C$2.15 billion.  Algoma's
principal end markets are steel service centers, the automotive
industry, steel fabricators and manufacturers.


EUROFRESH INC: S&P Affirms 'CC' Issue-Level Rating
--------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'CC' issue-level
rating and assigned a '6' recovery rating to EuroFresh Inc.'s $170
million senior unsecured notes and $44.2 million step-up senior
subordinated discount notes. The '6' recovery rating indicates
expectations of negligible (0%-10%) recovery of principal and
unpaid interest in the event of a payment default. The 'CC' issue-
level ratings are the same as the corporate credit rating. The
senior unsecured notes rank senior to the senior subordinated
notes but behind the company's senior secured bank facilities,
which consist of a $17.5 million revolving credit facility and
$52.4 million of funded term loans. Standard & Poor's does not
rate either the revolving credit facility or the term loans.

The ratings on Willcox, Ariz.-based EuroFresh reflect its very
thin cushion under its financial covenants, weak liquidity, recent
accounting issues, highly leveraged financial profile, narrow
business focus, small size, and customer concentration. EuroFresh
is a year-round producer and marketer of fresh greenhouse-grown
tomatoes in the U.S. With only $172 million of net sales in fiscal
2007, EuroFresh is a very small participant in the U.S. fresh
produce industry. The company competes with tomato growers from
the U.S., Canada (primarily in the summer), Mexico (primarily in
the winter), and Europe. Sales are somewhat seasonal and a
substantial portion of cash flow is generated in the first and
fourth quarters, because pricing improves in the winter months
from lower supply of field-grown tomatoes.

The outlook is negative. Standard & Poor's remains concerned with
EuroFresh's liquidity position, specifically its ability to meet
financial covenants and improve operating and financial
performance over the near term.

"EuroFresh's performance has not met our expectations and the
company still suffers from crop yield issues that will take some
time to recover," noted Standard & Poor's credit analyst Bea
Chiem. We could lower the ratings in the very near term if
operating results deteriorate further or if the company does not
maintain appropriate covenant cushion.

"Although unlikely in the near term, we could revise the outlook
to stable if the company can improve performance and restore
adequate cushion to its financial covenants," she continued.


FGIC CORP: S&P Keeps 'BB' Rating on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services said the 'BB' financial
strength rating on Financial Guaranty Insurance Co. (FGIC) remains
on CreditWatch with negative implications. All other FGIC ratings
as well as the ratings on parent company FGIC Corp. likewise
remain on CreditWatch Negative.

"In our view, recent developments for FGIC are a mix of positives
and negatives," said Standard & Poor's credit analyst Robert
Green. The commutation of the company's $1.9 billion exposure to a
collateralized debt obligation of asset-backed security (CDO of
ABS) transaction, Havenrock II Limited, has, we believe, positive
economic benefits as the cost to FGIC of $200 million is well
below reserves that have been established for this credit.

Also, FGIC and MBIA Insurance Corp. (MBIA) have entered into a
reinsurance arrangement whereby FGIC will cede $184 billion of
U.S. public finance exposure to MBIA. Assuming this transaction
receives approval and closes in the third quarter, it should have
positive implications for FGIC in terms of increasing capital and
surplus as well reducing theoretical municipal capital modeling
losses. Also, management has stated that the reinsurance treaty
contains a cut-through provision whereby, covered policyholders
can make claims directly against MBIA.

Notwithstanding the economic benefits of the Havenrock II
commutation, adverse loss development for the company's
residential mortgage-backed securities book of business continues
to affect statutory reserves, which have increased to $2.2 billion
in the second quarter, from $1.8 billion in the prior quarter.
Correspondingly, policyholder surplus has declined to $286
million, slightly above the minimum regulatory capital amount of
$65 million. Capital below this amount could result in regulatory
intervention.

"Looking ahead, continued adverse loss development remains a
possibility as Standard & Poor's modeled losses for FGIC's CDO of
ABS and nonprime RMBS books of business are a multiple of the
company's current reserves. Another development that, we believe,
may also stress policyholder surplus in the near term is the
potential bankruptcy of Jefferson County, Alabama. FGIC has $1.2
billion of net par exposure to Jefferson County Sewer Revenue
bonds," S&P says.

"Finally, in our opinion, FGIC's capital raising prospects remain
poor, and overall financial flexibility is weak. We believe that
the possibility of a restructuring whereby the company would be
able to begin writing new business continues to be remote.
Standard & Poor's will review these developments and issues in the
next several weeks and make rating changes as we determine
appropriate."


FORTERRA ENVIRONMENTAL: Reports C$691,568 Shareholders' Deficit
---------------------------------------------------------------
Forterra Environmental Corp.'s balance sheet at June 30, 2008,
showed total assets of C$425,224 and total liabilities
C$1,116,792, resulting in a shareholders' deficit of C$691,568.

Forterra Environmental disclosed its financial results for the
2008 second quarter and first half ended June 30, 2008.  

The net loss for the 2008 second quarter, including other
expenses, amounted to C$434,794 compared with a loss of C$659,627
in the 2007 period.  For the first six months of 2008, the company
recorded a net loss of C$885,979, compared with a net loss in the
first half of 2007 of C$1,146,969.

Sales for the 2008 second quarter were C$48,012, compared with
C$14,832 in the 2007 period, and up from only C$4,196 in the first
quarter of this year.  One customer, Shenandoah Growers, accounted
for most of the 2008 second-quarter sales (C$41,225).  Sales for
the first six months of 2008 were C$52,208, compared with C$17,107
in the first half of 2007.

Forterra Environmental Corp. -- http://www.forterra.com/-- (TSX-
V: FTE-V) manufactures and markets soil enhancers, using worm
castings, which boost fertility while restoring the soil with
organic matter for sustainable, longer-term benefits, including
stronger root growth, and drought and pest resistance.


FTD INC: S&P Withdraws Ratings After United Online's Acquisition
----------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its ratings on
the Downers Grove, Ill.-based FTD Inc. since its acquisition by
United Online Inc. (unrated) has closed. As part of the
transaction, FTD's previously outstanding credit facility and
subordinated notes have been refinanced.


GATEWAY CASINOS: S&P Cuts Rating to 'B-'; Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on British
Columbia-based Gateway Casinos & Entertainment Inc.

"We lowered the corporate credit rating to 'B-' from 'B'. The
rating outlook is negative," S&P says.

"At the same time, Standard & Poor's lowered its issue-level
rating on Gateway's first-lien credit facilities to 'B+' (two
notches higher than the corporate credit rating) and the recovery
rating on this debt remains at '1', indicating that lenders can
expect very high (90%-100%) recovery in the event of a payment
default. In addition, we lowered the issue-level rating on the
second-lien credit facility to 'CCC+' (one notch lower than the
corporate credit rating) from 'B'. We revised the recovery rating
on the second-lien facility to '5', indicating the expectation for
modest (10%-30%) recovery in the event of a payment default, from
'4'," S&P relates.

"The downgrade reflects our expectation that EBITDA generation in
2008 will be significantly lower than we had previously
anticipated," said Standard & Poor's credit analyst Melissa Long,
"resulting in weaker credit measures and a narrow cushion with
respect to the company's minimum EBITDA covenant in its credit
facilities."


GREENSHIFT CORP: June 30 Balance Sheet Upside-Down by $21,595,210
-----------------------------------------------------------------
Greenshift Corp.'s consolidated balance sheet at June 30, 2008,
showed $70,502,793 in total assets, $90,972,629 in total
liabilities, and $1,125,374 in minority interest, resulting in a
$21,595,210 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $6,976,303 in total current assets
available to pay $56,899,620 in total current liabilities.

The company reported a net loss of $2,909,224 on revenue of
$11,515,790 for the second quarter ended June 30, 2008, compared
with a net loss of $795,946 on revenue of $2,124,405 in the same
period of 2007.

Revenue for the three months ended June 30, 2008 included
$3,804,553 in biofuel sales, $2,523,489 in culinary oil sales, and
$5,187,749 in equipment and technology sales.

In the comparable period of last year, revenues were comprised of
$137,938 from the sales of biofuels, $1,862,951 from sales of
culinary oils, and $123,515 from sales of equipment and
technology.

Gross profit for three months ended June 30, 2008 was $3,417,154,
representing a gross margin of 29.7%.  This compared to $434,196,
or 20.4%, in the comparable period of the prior year.  The  
increase in margin as a percentage of sales was primarily due to
the company's increased equipment and technology sales realized
during the quarter.

Operating expenses for the three months ended June 30, 2008, were  
$2,044,292 compared to $1,754,341 for the same period in 2007.
Included in the three months ended June 30, 2008, was $32,816 in  
stock-based  compensation as compared to $119,708 for the three  
months ended June 30, 2007.  The increase in operating expenses
was primarily due to the company's changed business operations
during 2008 as compared to 2007.

Interest expense for the three months ended June 30, 2008, was  
$1,716,411 representing an increase of $434,408 from $1,282,003  
for the same period in 2007.  This increase was mostly due to the
debt service of the debt financing associated with the
construction of the company's various extraction facilities.

         Expenses Associated with Derivative Instruments

Gain from the change in the fair market value of derivative  
liabilities was $0 for the three months ended June 30, 2008,  
compared with a gain of $3,315,398 for the three months ended
June 30, 2007.  Amortization of deferred financing costs and debt
discounts was $1,000,959 and $1,369,745, respectively.

Net loss from continuing operations for the three months ended
June 30, 2008, was $2,909,224 as compared to a loss of $906,179
from the same period in 2007.  Income for discontinued operations
was $0 for the three months ended June 30, 2008, as compared to
$110,233 for the three months ended June 30, 2007.

                 Liquidity and Capital Resources

The company's primary source of liquidity is cash generated from  
operations and proceeds from issuance of debt and common stock.  
For the six months ended June 30, 2008, net cash provided by  
operating activities was $1,294,579 as compared to the net cash
used in operating activities of $4,352,440 for the six months
ended June 30, 2007.

At the present time, the company's existing sources of financing
include its $10 million revolving credit facility, the proceeds of
which are to be used for the construction of the company's corn
oil extraction facilities and general working capital purposes
related to those efforts, its $1,750,000 working capital line of  
credit, the proceeds of which are to be used for the purchase of
raw materials for the company's biodiesel production facility, and
its $1,688,500 term loan, the proceeds of which are to be used for  
the purchase and installation of equipment at the company's
biodiesel production facility.

The company is currently evaluating offers for significant new
equity and debt financing to accelerate the completion of its  
contracted corn oil extraction, biodiesel production and oilseed  
crush projects.  The company expects to complete additional
financing for this purpose during the third quarter 2008.  The
company is also evaluating various opportunities to restructure  
its convertible debt in favor of traditional, non-convertible long
term debt.  

At June 30, 2008, total long term debt, including current
maturities, was $19,773,637 compared to $12,978,585 at Dec. 31,
2007.

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?316f

                       Going Concern Doubt

The company incurred a loss of $6,703,631 for the six months ended
June 30, 2008.  In addition, the company had a working capital
deficit of $49,923,318 at June 30, 2008, which includes $3,979,437
in purchase obligations, $9,004,018 in amounts due to the prior
owners of the company's oilseed crush facility, $18,053,649 in
convertible debt, and $1,851,001 in related party debt.  These
matters raise substantial doubt about the company's ability to
continue as a going concern.

The company says that despite their classification as current
liabilities, purchase obligations of $3,979,437, to the extent
due, are tied to the  earnings of the company's equipment sales
business and can only be serviced after the company's senior
secured debt has been serviced; and, the current amounts due to
the prior owners of the oilseed crush facility of $9,004,018 are
expected to be restructured in the third quarter 2008 into a form
of subsidiary stock that will service these amounts exclusively  
out of the net cash flows (after regular debt service) of the
oilseed crush facility.  The company's working capital deficit net
of these amounts is $17,035,213.

                   About GreenShift Corporation

Headquartered in New York, GreenShift Corporation (OTC BB: GERS)
-- http://www.greenshift.com/-- develops and commercializes
clean technologies that facilitate the efficient use of natural  
resources.  The company accomplishes this by developing and  
integrating new technologies into existing agricultural  
production facilities, by selling equipment and services based on  
those technologies, and by using those technologies to directly
produce and sell biomass-derived oils and fuels.

The company currently owns and operates five production  
facilities - three corn oil extraction  facilities based on its  
patented and patent-pending corn oil extraction technologies, one  
biodiesel production facility based on its patent-pending   
biodiesel production technologies, and one vegetable oilseed
crushing facility based on conventional process technology.


GREENWICH CAPITAL: Moody's Holds Low-B Rating on $96.3MM Certs.
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 24 classes of
Greenwich Capital Commercial Funding Corp., Commercial Mortgage
Pass-Through Certificates, Series 2005-GG5:

-- Class A-1, $56,003,640, affirmed at Aaa
-- Class A-2, $910,000,000, affirmed at Aaa
-- Class A-3, $65,000,000, affirmed at Aaa
-- Class A-4-1, $307,000,000, affirmed at Aaa
-- Class A-4-2, $50,000,000, affirmed at Aaa
-- Class A-AB, $139,000,000, affirmed at Aaa
-- Class A-5, $1,427,604,000, affirmed at Aaa
-- Class A-M, $429,515,000, affirmed at Aaa
-- Class A-J, $300,660,000, affirmed at Aaa
-- Class XC, Notional, affirmed at Aaa
-- Class XP, Notional, affirmed at Aaa
-- Class B, $96,641,000, affirmed at Aa2
-- Class C, $37,583,000, affirmed at Aa3
-- Class D, $80,534,000, affirmed at A2
-- Class E, $37,582,000, affirmed at A3
-- Class F, $53,690,000, affirmed at Baa1
-- Class G, $42,951,000, affirmed at Baa2
-- Class H, $48,321,000, affirmed at Baa3
-- Class J, $21,476,000, affirmed at Ba1
-- Class K, $21,475,000, affirmed at Ba2
-- Class L, $21,476,000, affirmed at Ba3
-- Class M, $5,369,000, affirmed at B1
-- Class N, $16,107,000, affirmed at B2
-- Class O, $10,738,000, affirmed at B3

Moody's affirmed the ratings due to overall stable pool
performance.

As of the August 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.2%
to $4.2 billion from $4.3 billion at securitization. The
Certificates are collateralized by 173 loans, ranging in size from
less than 1.0% to 7.5% of the pool, with the top 10 loans
representing 41.5% of the pool.  The pool includes two loans,
representing 2.8% of the pool, with investment grade underlying
ratings.  Two loans, representing less than 1.0% of the pool, have
defeased and are collateralized with U.S. Government securities.

The pool has not realized any losses since securitization.
Currently there are three loans, representing less than 1.0% of
the pool, in special servicing.  Moody's is not estimating a loss
from the specially serviced loans at this time.  Twenty-seven
loans, representing 12.2% of the pool, are on the master
servicer's watchlist.  The master servicer's watchlist includes
loans which meet certain portfolio review guidelines established
as part of the Commercial Mortgage Securities Association's
monthly reporting package.  As part of our ongoing monitoring of a
transaction, Moody's reviews the watchlist to assess which loans
have material issues that could impact performance.  Not all loans
on the watchlist are delinquent or have significant issues.

Moody's was provided with full-year 2007 operating results for
90.9% of the pool.  Moody's weighted average loan to value ratio
for the conduit component is 102.9% compared to 103.4% at Moody's
last full review in July 2007 and 105.1% at securitization.

The largest loan with an underlying rating is the Westfield San
Francisco Centre Loan ($60.0 million -- 1.4%), which represents a
50.0% pari passu interest in a $120.0 million first mortgage loan.  
The loan is secured by the borrower's leasehold interest in a
498,100 square foot retail center located in the Union Square
retail area of San Francisco, California.  The tenancy consists of
a mix of established and trend-setting boutiques, traditional
high-end mall retailers and a flagship Nordstrom store, which is
not part of the collateral.  The center was 100.0% occupied as of
December 2007 compared to 98.1% at last review.  A 1.0 million
square foot expansion, anchored by Bloomingdale's, opened in
September 2006.  The expansion is not part of the collateral.  The
loan is interest only for its entire term.  The loan sponsors are
the Westfield Group and Forest City. Moody's current underlying
rating is Baa2, the same as last review.

The second largest loan with an underlying rating is the Imperial
Valley -- El Centro Loan ($58.5 million -- 1.4%), which is secured
by the borrower's interest in an 765,000 square foot regional mall
located in El Centro, California.  The center is anchored by
Sears, Dillard's, J.C. Penney and Macy's.  As of March 2008, the
center was 98.9% occupied, essentially the same as at last review.  
The loan sponsor is CBL and Associates.  Moody's current
underlying rating is Baa3, the same as last review.

The top three conduit loans represent 20.7% of the pool.  The
largest conduit loan is the 731 Lexington Avenue Loan ($320.0
million -- 7.5%), which is secured by a 148,000 square foot multi-
level retail condominium located on Lexington Avenue between East
58th and East 59th Street in New York City.  The property is
100.0% leased, the same as last review.  Major tenants include
Home Depot, which occupies 53.0% of the premises through January
2025, H&M and the Container Store.  The loan is interest only for
its entire term. Moody's LTV is 96.1% compared to 97.2% at last
review.

The second largest conduit loan is the Schron Industrial Portfolio
Loan ($317.5 million -- 7.5%), which is secured by a 36
industrial/flex facilities totaling 6.2 million square feet of
space located in 14 states.  The largest state concentration is
Pennsylvania (18.7%).  The portfolio was 99.0% leased as of
December 2007, the same as at last review and securitization. The
largest tenant exposure is Maytag Appliances, which leases 15.0%
of the portfolio.  Performance has declined due to increased
operating expenses.  Moody's LTV is 122.1% compared to 118.1% at
last review.

The third largest conduit loan is the Lynnhaven Mall Loan ($239.7
million -- 5.6%), which is secured by the borrower's interest in a
1.3 million square foot regional mall located in Virginia Beach,
Virginia.  The mall is anchored by J.C. Penney, Macy's, Dillard's
and Steve & Barry's.  The loan sponsor is General Growth
Properties. Moody's LTV is 94.1% compared to 94.6% at last review.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's last full
review is summarized in a press release dated July 10, 2007.

Moody's has published rating methodologies outlining our
analytical approach to surveillance and our approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining our ratings approach to the
various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

CMBS: Moody's Approach to Surveillance, September 30, 2002

CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
September 15, 2000

US CMBS: Moody's Approach to Rating Fusion Transactions, April 19,
2005


GUARANTEE CHEVROLET: Debt Repayment Deadline Looming
----------------------------------------------------
The owner of Guarantee Chevrolet has until Dec. 15, 2008, to pay
the company's debt to Wells Fargo, or risk turning over the
company's operations to a receiver, the Santa Cruz Sentinel
reports.

The company filed for Chapter 11 protection on July 2, 2008, with
the U.S. Bankruptcy Court for the Northern District of California.  
The case was subsequently dismissed by the bankruptcy judge
allowing Harry Marx, the owner, to continue operating the
dealership, relates the Sentinel.  In return, Mr. Marx will have
to disclose financial statements from September 2007 through June
2008, and must pay the balance the company owes to the bank plus
$400,000, until December 15.

According to court documents, the relationship between the bank
and Mr. Marx was already in rocky ground.  The bank hired a
turnaround specialist after Mr. Marx ceased payment on the debt,
says the Sentinel.

Guarantee Chevrolet dba Century Chevrolet, a dealer in GM-branded
vehicles, is based in Watsonville, California.  The Debtor, at the
time of bankruptcy, had total inventory of $875,000.


GUITAR CENTER: S&P Junks $375,000,000 Senior Unsecured Notes
------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'CCC' ratings to
both the $375 million senior unsecured notes issued by Guitar
Center Inc. and the $375 million senior unsecured pay-in-kind
(PIK) notes issued by parent Guitar Center Holdings Inc. The
recovery rating on these debt instruments is '6', indicating S&P's
expectation of negligible (0%-10%) recovery in the event of a
payment default.

At the same time, S&P affirmed all ratings, including the 'B-'
corporate credit rating on Westlake Village, Calif.-based Guitar
Center Holdings. The outlook is negative.

The rating action follows the conversion of the company's bridge
facility into permanent securities. The bridge facility was funded
to facilitate the buyout of the company by Bain Capital Partners
LLC in October 2007.

"We expect margins to remain soft as 2008 continues to be a
challenging year and consumer confidence will likely remain weak,"
said Standard & Poor's credit analyst Mariola Borysiak.


HENDRX CORP: Posts $699,152 Net Loss in 2008 Second Quarter
-----------------------------------------------------------
Hendrx Corp. reported a net loss of $699,152 on revenue of
$529,142 for the second quarter ended June 30, 2008, compared with
a net loss of $425,772 on revenue of $813,815 in the same period
last year.

The increase in net loss over the comparative three month period
in 2007 is attributed to an increase in interest expenses and   
$225,320 in litigation expenses.

Loss from operations for the three month period ended June 30,
2008, was $337,788 as compared to $366,764 for the three month
period ended June 30, 2007, a decrease of 8%.  Losses from
operations continue to be attributed to the high costs associated
with sales.

The company has no lines of credit but does have certain foreign
bank financing arrangements in place.

                       Contingent Liability

Legal proceedings were initiated on Jan. 18, 2006, by Worldwide
Water, LLC against a number of defendants, including the company,
in the Superior Court for the County of Los Angeles, State of
California, for contractual fraud and patent  infringement.  The
complaint alleges that an agreement between WWL and AirWater
Corporation was contravened when AirWater contracted with the
company's subsidiary to manufacture atmospheric water generators
that allegedly infringe WWL's patents.  The company did not enter
an appearance in this action.  On March 17, 2006, a default
judgment was entered against the company which the company sought
to have vacated.  The company received the finalized judgment on
April 11, 2008, and has recorded a $1,225,320 contingent liability
to account for the $1,000,000 judgment plus prejudgment interest
and other costs.  

The company continued to deny culpability and has entered an
appeal to the judgment.  

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$18,389,485 in total assets, $7,392,124 in total liabilities, and
$10,997,361 in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $3,212,588 in total current assets
available to pay $6,166,804 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?3174

                       Going Concern Doubt

The company has a  working capital deficiency of $2,954,216 at
June 30, 2008, and a net loss of $1,194,648 for the six months
then ended.  The company might not have sufficient working capital
for the next twelve months and is dependent on financing to
continue operation.  These factors create substantial doubt as to
the ability of the company to continue as a going concern.

                        About Hendrx Corp.

Headquartered in Vancouver, British Columbia, Hendrx Corp. (OTC
BB: HDRX.OB) through its wholly owned subsidiary, Eastway Global
Investment Limited, manufactures and distribute water dispenser
systems.  On Dec. 16, 2008, the company acquired 100% of the
issued shares of Eastway Global Investment Limited, which included  
Eastway's wholly-owned operating subsidiary, Fujian Yuxin
Electronic Equipment Co., Ltd.  Yuxin was incorporated under the
laws of People's Republic of China on Feb. 18, 1993.  The
principal business of Yuxin is to manufacture and distribute water
dispenser systems.


HENRIETTA MORENA: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Henrietta W. Moreno
        P.O. Box 86092
        Tucson, AZ 85754

Bankruptcy Case No.: 08-11348

Chapter 11 Petition Date: Aug. 28, 2008

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                   (ericssparks@hotmail.com)
                  Eric Slocum Sparks P.C.
                  110 S. Church Ave., #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Total Assets: $2,803,501

Total Debts: $3,320,056

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

            http://bankrupt.com/misc/azb08-11348.pdf


INSTANT WEB: S&P Cuts Senior Secured First-Lien Debt Cut to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on Chanhassen, Minn.-based
Instant Web Inc.

"At the same time, we lowered the issue-level rating on Instant
Web's senior secured first-lien credit facilities to 'B' (at the
same level as the corporate credit rating on the company), from
'B+'. We revised the recovery rating on these loans to '3',
indicating that lenders can expect meaningful (50%-70%) recovery
in the event of a payment default, from '2'. The outlook is
negative," S&P says.

At the same time, Standard & Poor's affirmed its issue-level
ratings on Instant Web's senior secured second-lien term loan and
on parent company IWCO Direct Inc.'s senior unsecured credit
facility at 'CCC+' (two notches lower than the corporate credit
rating). The recovery ratings on these loans remain unchanged at
'6', indicating that lenders can expect negligible (0%-10%)
recovery in the event of a payment default.

"The rating changes reflect a more significant decline in cash
flow than that used in our previous analysis," explained Standard
& Poor's credit analyst Ariel Silverberg.


INTEGRITY BANK: Operations Halted, FDIC Named as Receiver
---------------------------------------------------------
Integrity Bank, Alpharetta, Georgia, with $1.1 billion in total
assets and $974.0 million in total deposits as of June 30, 2008,
was closed on Friday, August 29, 2008, by the Georgia Department
of Banking and Finance, and the Federal Deposit Insurance
Corporation was named receiver.

The FDIC Board of Directors approved the assumption of all the
deposits of Integrity Bank by Regions Bank, Birmingham, Alabama.  
All depositors of Integrity Bank, including those with deposits in
excess of the FDIC's insurance limits, will automatically become
depositors of Regions Bank for the full amount of their deposits,
and they will continue to have uninterrupted access to their
deposits. Depositors will continue to be insured with Regions Bank
so there is no need for customers to change their banking
relationship to retain their deposit insurance.

The failed bank's five offices will reopen Tuesday, September 2,
as branches of Regions Bank.  However, for the time being,
customers of both banks should use their existing branches until
Regions Bank can fully integrate the deposit records of Integrity
Bank.

Regions Bank has agreed to pay a total premium of 1.012 percent
for the failed bank's deposits.  In addition, Regions Bank will
purchase approximately $34.4 million of Integrity Bank's assets,
consisting of cash and cash equivalents. The FDIC will retain the
remaining assets for later disposition.

Customers with questions about [Fri]day's transaction or who would
like more information about the failure of Integrity Bank can
visit the FDIC's Web site at  
http://www.fdic.gov/bank/individual/failed/integrity.html,or call  
the FDIC toll-free at 1-800-523-0640, today from 5 p.m. until 9
p.m., Eastern Time, on Saturday from 9 a.m. to 6 p.m., on Sunday
from 11 a.m. to 5 p.m., and thereafter from 8 a.m. to 8 p.m.

The FDIC estimates that the cost to its Deposit Insurance Fund
will be between $250 million and $350 million.  Regions Bank's
acquisition of all deposits was the "least costly" resolution for
the FDIC's Deposit Insurance Fund compared to all alternatives
because the expected losses to uninsured depositors were fully
covered by the premium paid for the failed bank's franchise.

Integrity Bank is the tenth FDIC-insured bank to fail this year,
and the first in Georgia since NetBank in Alpharetta on Sept. 28,
2007.

Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system.  The
FDIC insures deposits at the nation's 8,451 banks and savings
associations and it promotes the safety and soundness of these
institutions by identifying, monitoring and addressing risks to
which they are exposed.  The FDIC receives no federal tax dollars
-- insured financial institutions fund its operations.


INTERSTATE BAKERIES: Steve Lee to Acquire Firm's Real Property
--------------------------------------------------------------
BankruptcyData.com reports that Steve Lee won the auction of
certain Interstate Bakeries Corp. real property in Los Angeles,
California, with a $4.15 million bid.

                         About IBC

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 104; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


JAMES MAGLIETTE: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: James Magliette
             5808 Sounds Avenue
             Sea Isle City, NJ 08243

Bankruptcy Case No.: 08-26282

Chapter 11 Petition Date: August 28, 2008

Court: District of New Jersey (Camden)

Debtors' Counsel: Phillip F. Drinkwater, III, Esq.
                  (phillipdrinkwater@comcast.net)
                  Law Office of Phillip F. Drinkwater
                  230 North Woodbury Road
                  P.O. Box 254
                  Pitman, NJ 08071
                  Tel: (856) 589-8901
                  Fax: (856) 589-8648

Estimated Assets: $$0 to $50,000

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

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

             http://bankrupt.com/misc/njb08-26282.pdf


JEFFERSON COUNTY: Creditors Grant 30-Day Debt Reprieve
------------------------------------------------------
The Wall Street Journal reports a statement by Alabama Gov. Bob
Riley that creditors of Jefferson County agreed not to take any
legal action against the county for 30 days in relation to its
$3.2 billion sewer debt.

An agreement with creditors that provided the county time to work
toward a solution expired August 29, 2008.  ABI World and other
reports say that after months of failed negotiations with
creditors and counterparties, Jefferson County, Ala., was then in
danger of facing bankruptcy on that day.

According to the WSJ report, "creditors agreed to respond [this]
week to a proposal from Mr. Riley and a team of county officials
to restructure the sewer bonds at a lower, fixed rate over a
longer period."

The move appears to push back another payment deadline on the
bonds, the report says.

As reported by the Troubled Company Reporter on Aug. 28, 2008,
Jefferson County, officials have told their lawyers to prepare a
bankruptcy filing if the county can't reach an agreement with
creditors regarding interest payments related to the debt.

Jefferson County has $4.6 billion in overall debt, including
$3.2 billion in sewer bonds.  The county was required to post a
collateral on interest-rate swaps tied to the bonds after a series
of downgrades on the debt.  

Two of the firms that guarantee to make the payments on Jefferson
County's sewer bonds in the event of default were FGIC Corp. and
XL Capital Assurance Inc.  FGIC insured $1.56 billion of Jefferson
County auction-rate securities, and XL Capital backed $397 million
of the bonds.

Bloomberg notes that should Jefferson County default on its bond
obligations, it would be the largest municipal bond default in
U.S. history, outstripping the Washington Public Power Supply
System's $2.25 billion default in 1983 of revenue bonds sold for
nuclear plants.  Bloomberg says a default by Jefferson could also
force hundreds of millions of dollars of losses on investors,
insurers Syncora Guarantee Inc., formerly XL Capital Assurance
Inc., and Financial Guaranty Insurance Co., and banks, including
JPMorgan.

         Rehires Bradley Arant Rose in Restructuring Talks

As reported by the TCR on Aug. 28, Crystal Jarvis at Birmingham
(Ala.) Business Journal says the Jefferson County Commission voted
to terminate the services of Bill Slaughter of Haskell Slaughter
Young & Rediker as the lead financial advisor, Morgan Keegan &
Co., Sterne Agee & Leech Inc. and Citigroup Inc.  Bloomberg says
the Commission voted to re-hire law firm Bradley Arant Rose &
White LLP, which, together with the county attorney, will take
over negotiations with creditors led by JPMorgan Chase & Co.

                      About Jefferson County

Jefferson County has its seat in Birmingham.  It has a population
of 660,000.  It ended its 2006 fiscal year with a $42.6 million
general fund balance, according to Standard & Poor's.  Patrick
Darby, a lawyer with the Birmingham firm of Bradley Arant Rose &
White, represents Jefferson County.  Porter, White & Co. in
Birmingham is the county's financial adviser.  A bankruptcy by
Jefferson County stands to be the largest municipal bankruptcy in
U.S. history.  It could beat the record of $1.7 billion, set by
Orange County, California in 1994.

                          *     *     *

As reported by the Troubled Company Reporter on June 10, 2008,
Standard & Poor's Ratings Services' ratings on Jefferson County,
Ala.'s series 1997A, series 2001A, series 2003 B-1-A through 2003
B-1-E, and series 2003 C-1 through 2003 C-10 sewer system revenue
bonds ('CCC' underlying rating [SPUR]) remain on CreditWatch with
developing implications.

On April 1, 2008, Standard & Poor's lowered its SPUR on the
county's variable-rate demand series 2003 B-2 through 2003 B-7
sewer revenue refunding warrants to 'D' from 'CCC' due to the
sewer system's failure to make a principal payment on the bank
warrants when due on April 1, 2008, in accordance with the terms
of the standby warrant purchase agreement.

As reported by the TCR on July 22, 2008, Moody's Investors
Service's continues to review the Caa3 rating on Jefferson
County's (AL) $3.2 billion in outstanding sewer revenue
warrants for possible downgrade.


JJH INVESTMENTS: Bankruptcy Stops City Shops Property Foreclosure
-----------------------------------------------------------------
Jessica Greene & Suevon Lee of Ocala (Fla.) Star-Banner report
that the auction of the City Shops and Walk property was stopped
after develop Jorge Gutman's company filed for bankruptcy.

The 40,000-square-foot open-air residential and retail complex
project was beset by issues regarding payments, and rights to its
site is the subject of a dispute with the city.

City attorneys plan to request that the freeze on the asset be
lifted, according to the report.  The city of Ocala is owed
$1.5 million for the stalled City Shops and Walk development,
according to the report.

Mr. Gutman, filed a Chapter 11 bankruptcy petition with the U.S.
Bankruptcy Court in the Southern District of Florida on behalf of
his company, JJH Investments LLC, of which he is the sole
director, officer and shareholder.  JJH Investments is based in
Southwest Ranches, Florida.  Mr. Gutman listed the total assets of
JJH Investments at $3,562,725 and total debts at $4,694,134.  
According to the report, JJH's 20 largest unsecured creditors
include Mr. Gutman's private attorney, Ben I. Farbstein, and a
Gena Gutman, of Miami Beach, Fla.  The report says Kevin C.
Gleason is the Debtor's lawyer.


JJH INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: JJH Investments, Inc.
        13900 Mustang Trail
        Southwest Ranches, FL 33330

Bankruptcy Case No.: 08-22022

Chapter 11 Petition Date: August 25, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Kevin C. Gleason, Esq.
                  Email: kgpaecmf@aol.com
                  4121 N. 31 Ave.
                  Hollywood, FL 33021
                  Tel: (954) 893-7670

Total Assets: $3,562,725

Total Debts: $4,694,134

A copy of JJH Investments, Inc's petition is available for free at
http://bankrupt.com/misc/flsb08-22022.pdf


JMDM LLC: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------
Debtor: JMDM, LLC
        13861 Oak Forest Boulevard S
        Saint Petersburg, FL 33708

Bankruptcy Case No.: 08-13015

Chapter 11 Petition Date: August 27, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: William J. Rinaldo
                  (william.rinaldo@rinaldo-law.com)
                  The Rinaldo Law Firm, PA
                  5741 Gall Boulevard
                  Zephyrhills, FL 33542
                  Tel: (813) 788-7868
                  Fax: (813) 788-7959

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

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

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

            http://bankrupt.com/misc/flmb08-13015.pdf


JPMORGAN CHASE MORTGAGE: Moody's Holds $67MM Certs.' Low-B Ratings
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 24 classes of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-LDP8 as follows:

-- Class A-1, $22,219,136, affirmed at Aaa
-- Class A-2, $207,310,000, affirmed at Aaa
-- Class A-3FL, $150,000,000, affirmed at Aaa
-- Class A-3A, $50,000,000, affirmed at Aaa
-- Class A-3B, $184,430,000, affirmed at Aaa
-- Class A-4, $854,221,000, affirmed at Aaa
-- Class A-SB, $69,145,000, affirmed at Aaa
-- Class A-1A, $581,749,560, affirmed at Aaa
-- Class A-M, $306,603,000, affirmed at Aaa
-- Class A-J, $260,612,000, affirmed at Aaa
-- Class X, Notional, affirmed at Aaa
-- Class B, $53,656,000, affirmed at Aa2
-- Class C, $22,995,000, affirmed at Aa3
-- Class D, $42,158,000, affirmed at A2
-- Class E, $34,492,000, affirmed at A3
-- Class F, $38,326,000, affirmed at Baa1
-- Class G, $30,660,000, affirmed at Baa2
-- Class H, $38,325,000, affirmed at Baa3
-- Class J, $11,498,000, affirmed at Ba1
-- Class K, $7,665,000, affirmed at Ba2
-- Class L, $11,498,000, affirmed at Ba3
-- Class M, $3,832,000, affirmed at B1
-- Class N, $11,498,000, affirmed at B2
-- Class P, $11,497,000, affirmed at B3

Moody's affirmed the ratings due to overall stable pool
performance.

As of the August 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 0.9%
to $3.04 billion from $3.07 billion at securitization.  The
Certificates are collateralized by 153 loans, ranging in size from
less than 1.0% to 12.7% of the pool, with the top 10 loans
representing 61.6% of the pool.  The pool includes one loan,
representing 5.7% of the pool, with an investment grade underlying
rating.

The pool has not realized any losses since securitization.  
Currently there is one loan, representing less than 1.0% of the
pool, in special servicing.  Moody's is estimating a loss of
approximately $1.2 million from this loan.  Twenty-five loans,
representing 6.9% of the pool, are on the master servicer's
watchlist.  The master servicer's watchlist includes loans which
meet certain portfolio review guidelines established as part of
the Commercial Mortgage Securities Association's monthly reporting
package.  As part of our ongoing monitoring of a transaction,
Moody's reviews the watchlist to assess which loans have material
issues that could impact performance. Not all loans on the
watchlist are delinquent or have significant issues.

Moody's was provided with full-year 2007 operating results for
79.0% of the pool.  Moody's weighted average loan to value ratio
for the conduit component is 100.2% compared to 99.8% at
securitization.

The loan with an underlying rating is the Tysons Galleria Loan
($173.5 million -- 5.7%), which represents a pari passu interest
in a $255.0 million first mortgage loan.  The loan is secured by
the borrower's leasehold interest in an 821,000 square foot
regional mall located in McLean, Virginia.  The property is a
dominant mall within its trade area and is anchored by Neiman
Marcus, Saks Fifth Avenue and Macy's.  The center was 99.0% leased
as of June 2008 compared to 97.9% at securitization. In-line
tenant sales were $821 per square foot in 2007 compared to $838 at
securitization.  The loan is interest only for its entire term.
The loan sponsors are GGP and Homart, Inc.  Moody's current
underlying rating is A3, the same as at securitization.

The top three conduit loans represent 30.2% of the pool. The
largest conduit loan is the Park La Brea Apartments Loan ($387.5
million -- 12.8%), which represents a pari pasu interest in a
$775.0 million first mortgage loan.  The loan is secured by a
4,238 unit multifamily property located in Hollywood, California.  
The property was 94.7% leased as of April 2008 compared to 96.1%
at securitization.  Performance has declined due to increased
operating expenses.  The loan is interest only for the entire
term.  The loan sponsor is the Prime Group.  Moody's LTV is 83.0%
compared to 80.8% at securitization.

The second largest conduit loan is the 53 State Street Loan
($280.0 million -- 9.2%), which is secured by a 1.1 million square
foot Class A office building located in the financial office
submarket in Boston, Massachusetts.  The property was 100.0%
occupied as of March 2008 compared to 86.4% at securitization.  
The largest tenants include Goodwin Proctor (34.3% NRA; lease
expiration April 2016), Fidelity Investments (15.2%; lease
expiration May 2018) and Citizens Bank (11.5%; lease expiration
August 2010).  The loan is interest only for the entire term.  The
loan sponsor is Brookfield Financial Properties, Inc. Moody's LTV
is 93.7% compared to 96.3% at securitization.

The third largest conduit loan is the RREEF Silicon Valley Office
Portfolio Loan ($250.0 million -- 8.2%), which represents a pari
passu interest in a $700.0 million first mortgage loan.  The loan
is secured by 18 office/R&D properties located in the Silicon
Valley area of California.  The portfolio was 73.4% leased as of
January 2008 compared to 74.6% at securitization.  The portfolio's
performance has declined due to increased vacancy as well as lower
rental rates.  The loan is interest only for the entire term.  
Moody's LTV is 105.0% compared to 102.8% at securitization.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's last full
review of this transaction is summarized in a presale report dated
September 19, 2006.

Moody's has published rating methodologies outlining our
analytical approach to surveillance and our approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining our ratings approach to the
various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

CMBS: Moody's Approach to Surveillance, September 30, 2002

CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
September 15, 2000

US CMBS: Moody's Approach to Rating Fusion Transactions, April 19,
2005


JPMORGAN TRUST: S&P Cuts Classes G, H Ratings to 'CCC'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class G and H commercial mortgage pass-through certificates from
JPMorgan Commercial Mortgage Finance Corp.'s series 1999-C7.

"At the same time, we affirmed our ratings on the other remaining
classes from this series," S&P says.

"The lowered ratings reflect our expectation of ongoing interest
shortfalls resulting from the recovery of advances by the master
servicer, Midland Loan Services Inc. (Midland). The advances are
outstanding on one asset, The Plaza I and II Buildings, which is
with the special servicer, also Midland. We expect classes G and H
to have outstanding accumulated interest shortfalls for an
extended period of time," S&P explains.

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

Midland stopped advancing on the specially serviced asset in
August 2008 and intends to recover up to 80% of the appraised
value or approximately $1.3 million of the outstanding advances.
As of the Aug. 15, 2008, remittance date, the master servicer had
recovered $267,368 and intends to recover the remaining $1.0
million of outstanding advances from the trust in the coming
months, which will cause recurring interest shortfalls on classes
G and H. According to the transaction's pooling and serving
agreement, Midland is entitled to recover nonrecoverable advances
at any time. If Midland chooses not to spread the recovery over
through multiple payment periods, all of the outstanding
certificates will experience interest shortfalls. Standard &
Poor's will continue to monitor the situation, as additional
interest shortfalls could warrant a CreditWatch placement and/or
further rating actions.

The Plaza I and II Buildings asset consists of two office
buildings in Jackson, Miss., totaling 107,052 sq. ft. The asset is
classified as real estate owned (REO) and has a total exposure of
$14.3 million, which includes interest on advances, principal and
interest advances, and property protection advances. The asset was
transferred to the special servicer in September 2003 due to
payment default. In addition, the Plaza I building had some
foundation JPproblems, and all of the tenants were relocated to
the other building. The foundation issues have since been
resolved. A revised appraisal reduction amount of $4.3 million
went into effect against the loan in May 2008.

RATINGS LOWERED

JPMorgan Commercial Mortgage Finance Corp.
Commercial mortgage pass-through certificates series 1999-C7

            Rating
Class    To         From   Credit enhancement (%)
-----    --         ----   ----------------------
G        CCC        BB-                     15.20
H        CCC-       B+                      12.99

RATINGS AFFIRMED
     
JPMorgan Commercial Mortgage Finance Corp.
Commercial mortgage pass-through certificates series 1999-C7

Class    Rating    Credit enhancement (%)
-----    ------    ----------------------
C        AAA                        86.32
D        AAA                        57.43
E        AA                         50.76
F        BBB+                       29.65
X        AAA                          N/A

N/A -- Not applicable.


K2 FINANCIAL: Moody's Junks Ratings on Two Subordinates Notes
-------------------------------------------------------------
Moody's Investors Service downgraded five tranches from two
student loan master trusts from K2 Financial, LLC.  The ratings of
two classes of notes remain under review for possible downgrade.  
Three of the downgraded tranches were originally rated "A2" and
the remaining two tranches were originally rated "Aaa".  The notes
were placed on review for possible downgrade on March 31, 2008.

The complete rating actions are:

Issuer: K2 Student Loan Trust I - (2005 Indenture)

-- Series 2005-1B-1 Subordinate Notes, downgraded to B2 from A2;

-- Series 2006-1B-1 Subordinate Notes, downgraded to Caa1 from
    A2.

Issuer: RTP Student Loan Trust II (2007 Indenture)

-- Series 2007-1A-1 Senior Notes, downgraded to Aa3 from Aaa,
    remain on review for further possible downgrade;

-- Series 2007-1A-2 Senior Notes, downgraded to Aa3 from Aaa,
    remain on review for further possible downgrade;

-- Series 2007-1B-1 Subordinate Notes, downgraded to Caa1 from
    A2.

The action is prompted by the increase in funding costs due to the
prolonged and continuing dislocation in the Student Loan Auction
Rate Securities (SLARS) market. Since February 2008 many auctions
have failed.  As most student loan collateral is indexed to the
Financial Commercial Paper, LIBOR, or Prime rates, trusts that
have issued SLARS have suffered excess spread compression as the
yield on the assets has not increased in tandem with the cost of
the liabilities. In most structures, excess spread is a primary
source of credit enhancement.

As the auction rate market remains under stress and auctions
continue to fail, the ability of the trusts that have issued SLARS
to accumulate credit enhancement has been negatively impacted.

Both the K2 Student Loan Trust I and the RTP Student Loan
Trust II are funded entirely with auction rate notes and are
undercollateralized by 3.9% and 3.8% respectively as of June 30,
2008 at the subordinate notes level (i.e. Total Parity, or the
ratio of total assets to total liabilities is 96.1% and 96.2%).  
Undercollateralization represents 32% and 70% of the outstanding
balance of the subordinate notes in the K2 and RTP trusts
respectively.  The Senior Parity (defined as the ratio of total
assets to senior liabilities) for the K2 trust I is 109.5%
compared with 102% Senior Parity of the RTP trust II.

At the failed auction rate, the excess spread for both trusts is
expected to be zero to slightly negative. Due to the trusts'
inability to build collateralization through excess spread, and
absent a restructuring of the trust liabilities, it is unlikely
that the subordinate notes will be paid off in full by the legal
maturity.

The Class 2005-1 B-1 from the K2 Student Loan Trust I is
downgraded from A2 to B2 while the Class 2006-1 B-1 is downgraded
to Caa1.  Under the provisions of the indenture, in the absence of
valid direction by the Issuer, the subordinate notes are redeemed
in ascending numerical order, subject to a Senior Parity test
(Senior Parity must be greater than 110%). In addition, $1.5
million of Class 2005-1 B-1 notes were redeemed in December 2007.  
Due to the priority of principal payments for the two classes of
subordinated notes and the current Senior Parity level (109.5% at
the end of June 2008), the Class 2005-1 B-1 may receive further
principal payments ahead of the Class 2006-1 B-1, which results in
a higher rating than that of the Class 2006-1 B-1 notes.

The ratings of Class 2007-1A-1 and 2007-1A-2 from the RTP Student
Loan Trust II remain on review for possible downgrade, since only
one reporting period statement is available since the auctions
began failing in February 2008.  During the review period, Moody's
will continue to review the actual performance of the trust, as it
becomes available, and compare it with current expectation.

K2 Financial, a Delaware limited liability company, is a student
loan company offering consolidation loans originated under the
FFELP to eligible applicants. Since its launch in January 2004, K2
Financial has originated over $500 million of FFELP consolidation
loans.


LANDMARK II: S&P Downgrades Class D Rating to 'B'; On Watch Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class C and D notes issued by Landmark II CDO Ltd., an arbitrage
high-yield collateralized loan obligation (CLO) transaction
managed by Aladdin Capital Management LLC. The class C and D note
ratings remain on CreditWatch with negative implications, where
they were placed on June 2, 2008.

"Concurrently, we affirmed our ratings on the class A and B
notes," S&P says.

The downgrades reflect a decline in the credit quality of the
underlying portfolio, which has negatively affected the credit
enhancement available to support the notes. Between the
transaction's effective date and now, the percentage of assets
rated 'B+' and below has increased to approximately 80% from
approximately 45% of the total portfolio size. According to the
most recent trustee report (dated July 31, 2008), the class C
overcollateralization ratio was 107.76%. This compares with
108.36% as of the deal's effective date. The class D
overcollateralization ratio was 104.32%, compared with 105.53% at
the effective date.

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

RATINGS LOWERED AND REMAINING ON CREDITWATCH NEGATIVE
   
Landmark II CDO Ltd.

                Rating                         Balance (mil. $)
  Class   To                From             Current     Previous
  -----   --                ----             -------     --------
  C       BBB-/Watch Neg    BBB/Watch Neg      24.00        24.00
  D       B/Watch Neg       BB/Watch Neg        6.00         6.00

RATINGS AFFIRMED

Landmark II CDO Ltd.

  Class       Rating   Balance (mil. $)
  -----       ------   ----------------
  A           AAA                145.94
  B           AA                  12.00
   
TRANSACTION INFORMATION

Issuer:            Landmark II CDO Ltd.
Co-issuer:         Landmark II CDO Inc.
Current manager:   Aladdin Capital Management LLC
Underwriter:       Mizuho International PLC
Trustee:           Deutsche Bank Trust Co. Americas
Transaction type:  Arbitrage high-yield CLO
   
TRANCHE
INFORMATION
Date (M/YYYY)                   7/2008
A note bal. (mil. $)            145.94
Class A O/C ratio (%)           134.15
Class B note bal. (mil. $)       12.00
Class B O/C ratio (%)           124.14
C note bal. (mil. $)             24.00
Class C O/C ratio (%)           107.76
D note bal. (mil. $)              6.00
Class D O/C ratio (%)           104.32

  O/C -- Overcollateralization.


LAWRENCE SMITH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lawrence Melvin Smith, Jr.
        Sharon Lynn Smith  
        9222 John Sevier Road
        New Market, VA 22844

Bankruptcy Case No.: 08-50890

Chapter 11 Petition Date: August 28, 2008

Court: Western District of Virginia (Harrisonburg)

Judge: Ross W. Krumm

Debtor's Counsel: Timothy J. McGary, Esq.
                  Suite G, 10500 Sager Ave.
                  Fairfax, VA 22030
                  Tel (703) 352-4985
                  Email: tjm@mcgary.com

Total Assets: 2,221,578

Total Debts: 2,468,962

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/vawb08-50890.pdf


LEXICON UNITED: June 30 Balance Sheet Upside-Down by $623,504
-------------------------------------------------------------
Lexicon United Inc.'s consolidated balance sheet at June 30, 2008,
showed $4,185,307 in total assets and $4,808,811 in total
liabilities, resulting in a $623,504 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet at
June 30, 2008, also showed strained liquidity with $1,157,273 in
total current assets available to pay $4,425,608 in total current
liabilities.

The company reported a net loss of $120,815 on service revenue of
$1,211,244 for the second quarter ended June 30, 2008, compared
with net income of $295,650 on service revenue of $629,493 in the
same period in 2007.

The increase in service revenue primarily reflects an increase in
collection of receivables and revenue from Engepet Energy
Enterprises.

The decrease in net loss is primarily due to an increase in
revenues partly offset by an increase in interest expense as a
result of an increase in new borrowings over the past year.
  
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?316e

                       Going Concern Doubt

The company has incurred cumulative net operating losses of
$2,439,293 since inception and the company has a negative working
capital of $3,268,335.  The company has recently formed two new
subsidiaries, Engepet Energy Enterprises Inc. and United Oil
Services Inc.  It also seeks to raise capital for working capital
and potential capital projects.  However, even if the Company does
raise capital in the capital markets, there can be no assurances
that the revenues and profits will be sufficient to enable it to
continue as a going concern.  These matters raise substantial
doubt about the company's ability to continue as a going concern.

                   About Lexicon United Inc.

Lexicon United Inc. was incorporated on July 17, 2001, in the
state of Delaware.  The company was a "blank check" company and
had no operations other than organizational matters and conducting
a search for an appropriate acquisition target until Feb. 27,
2006, when it completed an acquisition transaction with ATN
Capital E Participacoes Ltda, a Brazilian limited company that had
commenced business in April 1997.  ATN is engaged in the business
of managing and servicing accounts receivables for large financial
institutions in Brazil.


LIN TV: S&P Affirms 'B+' Corp. Credit Rating After Loan Amendment
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Providence, R.I.-based LIN TV Corp., including the 'B+' corporate
credit rating, and its subsidiary, LIN Television Corp., following
the company's amendment of its credit agreement. The amendment
permanently reduces LIN's aggregate revolving credit commitments
to $225 million from $275 million and revises the leverage and
interest coverage covenant schedules to give LIN greater operating
flexibility. The outlook is stable.

"We expect that the company will remain comfortably in compliance
with its revised covenants," said Standard & Poor's credit analyst
Deborah Kinzer.


LOCAL TV: Moody's Junks Ratings on $190 Million Senior Notes
------------------------------------------------------------
Moody's Investors Service changed Local TV Finance, LLC's rating
outlook to negative from stable and affirmed all existing ratings.  
The negative outlook reflects Moody's belief that Local TV's
operating performance and credit metrics are likely to be
adversely affected by the current downturn in the economy and the
resultant weak advertising spending environment.  The company
continues to have significant debt-to-EBITDA leverage and remains
weakly positioned at the B2 rating.

Moody's took these rating actions:

Local TV Finance, LLC

  -- Corporate family rating -- Affirmed B2
  -- Probability-of-Default rating -- Affirmed B2
  -- $30 million 6-year Senior Secured Revolving Credit Facility     
     Affirmed Ba3 (LGD2, 29%)
  -- $275 million 6-year Senior Secured First Lien Term Loan -
     Affirmed Ba3 (LGD2, 29%)
  -- $190 million 8-year Senior Notes - Affirmed Caa1 (LGD5, 83%)

The rating outlook has been changed to negative from stable.

Local TV's ratings reflect significant debt-to-EBITDA leverage of
9.4x (based on EBITDA for the trailing twelve months ended June
30, 2008) and minimal free cash flow generation that Moody's
believes will allow for marginal debt reduction over the rating
horizon.  The ratings further reflect the company's modest scale,
the inherent cyclicality of advertising spending and the
increasing business risk associated with the broadcast television
industry as advertising spending gets fragmented over a growing
number of media.

The company's ratings are supported, however, by the diversity of
Local TV's network affiliations, the diversity of cash flow from
its markets, a significant proportion of local advertising
revenues, and its dominant positions in local news and #1 or #2
positions in revenue share for most markets.  The ratings also
reflect the company's improved EBITDA margins through cost
reductions since the close of the acquisition of the nine stations
from The New York Times Company.  Additionally, Moody's notes the
company's adequate liquidity and flexibility offered by the PIK
feature in its senior notes in managing the cash interest burden.

Local TV Finance, LLC, headquartered in Ft. Worth, Texas, owns
nine television broadcasting stations in eight mid-sized markets.


MARSHALL HOLDINGS: June 30 Balance Sheet Upside-Down by $3,195,844
------------------------------------------------------------------
Marshall Holdings International Inc.'s consolidated balance sheet
at June 30, 2008, showed $10,432,780 in total assets and
$13,628,624 in total liabilities, resulting in a $3,195,844
stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $499,890 in total current assets,
available to pay $12,685,145 in total current liabilities.

The company reported a net loss of $809,698 on sales of $242,982
for the second quarter ended June 30, 2008, compared with net
income of $355,896 on sales of $1,741,696 in the same period of
2007.

The decrease in sales was primarily due to a few large
transactions occurring in the first two quarters of 2007 and is
not considered to be reoccurring.  

The company had a net loss from operations of $549,031 for the
quarter ended June 30, 2008, compared to net income from  
operations of $369,605 in 2007.  

Marshall has issued a total of 70 million shares of its Series A
preferred stock to Richard A. Bailey, its chief executive officer
and chairman of it board of directors, and Florian R. Ternes, its  
director, chief operating officer, and secretary, as of April 9,
2008 for debt owed to them by the company in part of a debt
restructuring transaction.  Marshall said it is currently in the
process of restructuring as much debt as possible for the relative
health of the company in order to satisfy current obligations.

The company is currently in default on the CAMOFI Master LDC Note
Payable but is in the process of negotiating and extension of
time.

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?3175

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 14, 2008,
Madsen & Associates CPA's Inc., in Salt Lake City, expressed  
substantial doubt about Marshall Holdings 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 said that the company will need
additional working capital for its planned activity and to service
its debt.

                     About Marshall Holdings

Headquartered in Las Vegas, Nevada, Marshall Holdings
International Inc. fka Gateway Distributors Ltd. (OTC BB: MHII.OB)
-- http://www.mhii.net/-- distributes vitamins, nutritional    
supplements, whole health foods and skin care products mainly in
the United States of America and Canada, with some sales in Russia
and Indonesia.


MASONITE INTERNATIONAL: In Default on Secured Credit Facilities
---------------------------------------------------------------
Masonite International Corporation said in its quarterly report
for the period ended June 30, 2008, that its financial statements
have been prepared on a going concern basis.  However, the company
disclosed that there is uncertainty about the appropriateness of
the use of the going concern assumption because it is currently
not in compliance with the financial covenants contained in the
Senior Secured Credit Facilities with a principal amount of
$1,139,750 and a revolving credit facility with a principal amount
outstanding of $336,000, both as of June 30, 2008.

This non-compliance constitutes an Event of Default as defined in
the Credit Agreement.  The covenant violations provide the
lenders the right to demand repayment of the full amount of the
term loan and revolving credit facility.  As of the date of
issuance of these financial statements, or Aug. 28, 2008, the
lenders have not demanded repayment.  Should the lenders under the
Credit Agreement demand full repayment, the holders of the
company's Senior Subordinated Notes due 2015 would then also be
entitled to demand full repayment.  The Notes have a principal
amount of $769,856 as of June 30, 2008.  Accordingly, the company
has reclassified the balance outstanding under the Credit
Agreement and the Notes as current liabilities.

The company's management has been engaged in negotiations with the
lenders party to the Credit Agreement regarding an amendment to
the agreement including a waiver of the non-compliance.

At present, no agreement has been reached and there can be
no guarantee that an agreement will be reached on terms acceptable
to the company or its lenders.  The company's ability to continue
as a going concern is dependent upon its ability to complete a
successful renegotiation of its Credit Agreement terms.

For the three months ended June 30, 2008, the company generated
$507,752,000 in sales and incurred $688,560,000 net loss, as
compared with $588,937,000 in sales and $5,439,000 in net income
for the three months ended June 30, 2007.

As of June 30, 2008, the company's balance sheet showed
$2,298,893,000 in total assets, $2,766,584,000 in total
liabilities, $28,188,000 in non-controlling interest, and
$495,879,000 in shareholders' deficit.

The Troubled Company Reporter said on July 11, 2008, that Masonite
had indicated that, based upon a preliminary evaluation of its
financial performance for the quarter ended June 30, 2008, it
would likely not be in compliance with the financial covenants
contained in the company's credit facility.

                    About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated   
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.


MASONITE INTERNATIONAL: S&P Cuts to 'CCC+' on Covenant Breach
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Masonite International Inc. (Masonite) and its
subsidiaries, Masonite International Corp. and Masonite US Corp.,
to 'CCC+' from 'B-'. S&P also lowered the senior secured debt
rating on Masonite to 'B' from 'B+'. The ratings remain on
CreditWatch with negative implications, where they were placed
April 18, 2008.

"We lowered the ratings on Masonite because the company is in
breach of financial covenants on its US$1.5 billion senior secured
credit facility after filing its second-quarter financial
statements []," said Standard & Poor's credit analyst Kevin
Hibbert. "As such, the company's senior secured lenders may now
declare all amounts outstanding under the credit facility to be
immediately due and payable, although Masonite has not yet
received a notice of default and continues to negotiate with
senior secured lenders," Mr. Hibbert added.

Nevertheless, Masonite reclassified US$1.9 billion of previously
long-term liabilities as a current obligation in the second-
quarter financials. The company had about US$241 million of cash
on hand as at June 30, which is mainly the result of recently
drawing down the remainder of its US$350 million revolver.  This
drawdown was partially offset by the cancellation of Masonite's
accounts receivable securitization facility, and the funding of a
recent acquisition.

"The one-notch downgrade to 'CCC+' stems from the uncertain
outcome of negotiations with senior secured lenders, the
unsuccessful resolution of which could lead to a near-term payment
default. We will resolve the CreditWatch when the outcome of
negotiations with lenders is clear," S&P says.

"If the company and lenders successfully renegotiate covenants, it
will probably increase Masonite's interest burden significantly,
which will further pressure its already weak cash flow and
earnings amid severe declines in its key construction and
renovation markets in North America and the U.K. We would lower
the ratings again if the combination of higher financing charges
and weak profitability contribute to an increasing debt load. On
the other hand, we would affirm the ratings if Masonite is able to
negotiate covenant relief that permits the company to maintain
EBITDA interest coverage above 1x for the remainder of the year,
while remaining at least free operating cash flow neutral. A
positive rating action, although unlikely in the very near term,
is possible if the company sustains profitability, with EBITDA
interest coverage of about 1.5x, which should ensure some free
cash flow, while taking into account a materially higher interest
burden and modest capital expenditure requirements," S&P says.


MERCURY COMPANIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mercury Companies Inc.
        fdba
        United Title Companies, Inc.
        fdba
        Mercury Purchasing, Inc.
        fdba
        Lakewood Holdings, Inc.
        fdba
        Mercury Travel, Inc.
        1515 Arapahoe Street
        Tower 1, Suite 1400
        Denver, CO 80202
        Tel: (303) 572-9090

Bankruptcy Case No.: 08-23125

Type of business: The Debtor is a holding company for several real
                  estate services firms involved in title
                  services, escrow services, real estate services,
                  mortgage services, and settlement services.

Chapter 11 Petition Date: August 28, 2008

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Daniel J. Garfield, Esq.
                   (dgarfield@bhfs.com)
                  Michael J. Pankow, Esq.
                   (mpankow@bhfs.com)
                  Brownstein Hyatt Farber Schreck, LLP
                  410 17th St. 22nd Fl.
                  Denver, CO 80202
                  Tel: (303) 223-1100
                  Fax: (303) 223-1111
                  
Estimated Assets: $50 million to $100 million

Estimated Debts:  $50 million to $100 million

Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The First American Corp.       Contractual dispute   $17,000,000
One First American Way
Santa Ana, CA 92707

Lisa English and Patricia      Class action          $10,645,451
Winegar                        settlement

James W. Moody                 Deferred              $3,980,095
11108 Rocky High Road          compensaltion
Camarillo, CA 93012

Edward Gonsales                Commission            $2,210,000
c/o Bridgfore & Gleason
85 Enterprise, Suite 470

Joseph N. DiChiacchio          Deferred              $1,901,929
32503 Southshore Place         compensation
Westlake Village, CA 91361

David D. Wilson                Deferred              $1,449,543
35 Club Court                  compensation
Alpharetta, GA 30005

Michael D. O'Leary             Deferred              $1,356,309
2710 South Interlock Drive     compensation
Evergreen, CO 80439

Timeka Clay & Dellfinia Hardy  Alter ego claim       $1,000,000
c/o Chaune Williams            relating to Alliance
1300 Clay Street, Suite 600    Title transaction
Concord, CA 94519

B.M. Tonkin, Inc.              Lease                 $775,000
c/o Trainor Fairbrook         
980 Fulton Avenue
Sacramento, CA 95825

Robert M. Awalt                Deferred              $746,791
5011 Highgrove Court           compensation
Granite Bay, CA 95746

Daniel M. Gaudreau             Deferred              $690,000
11585 Las Polamas Drive        compensation
Frisco, TX 75034

Virginia G. Johnson            Deferred              $638,051
2240 South Miller Court        compensation
Lakewood, CO 80227-6547

Morrison & Foerster LLP        Attorney fees         $528,719
555 W. 5th Street, Suite 3500  owed for legal
Los Angeles, CA 90013-1024     representation

John J. Harritt                Deferred              $507,504
1701 38th Street               compensation             
Sacramento, CA 95816

Pitney Bowes Global            Breach of contract    $475,846
Financial Services, LLC        claim relating to
c/o Richard A. Solomon         Alliance Title
Solomon Grindle, Silverman &
Spinella, APC
12651 High Bluff Drive
Suite 300
San Diego, CA

John Longo                     Deferred              $438,461
5 Purple Plum                  compensation
Littleton, CO 80127

April Martin                   Breach of Employment  $435,000
c/o Summer D. Peard, Maire &   Contract with
Beasley                        Alliance Title
2851 Park Marina Drive,
Suite 300
Redding, CA 96099-4607

Patricia Lawyer                Deferred              $394,173
14945 Anillo Way               compensation
Rancho Murieta, CA 95683

Jeanne Smith                   Deferred              $366,198
10063 Oak Springs Trail        compensation
Franktown, CO 80116

Irene and John Jones           Alter ego claim       $344,991
c/o Jonathan Quint             relating to Alliance
Law Offices of Jonathan        Title transaction    
Quint
3911 Harrison Street
Oakland, CA 94611


MONEY CENTERS: June 30 Balance Sheet Upside-Down by $8,493,877
--------------------------------------------------------------
Money Centers of America Inc.'s consolidated balance sheet at
June 30, 2008, showed $3,976,117 in total assets and $12,469,994
in total liabilities, resulting in an $8,493,877 stockholders'
deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,364,361 in total current assets
available to pay $12,010,571 in total current liabilities.

The company reported a net loss of $352,323 on revenues of
$2,264,315 for the second quarter ended June 30, 2008, compared
with a net loss of $559,793 on revenues of $2,209,754 in the same
period last year.

Results for the quarter ended June 30, 2008, included a gain on
settlement of liabilities of $604,062 as the Campo litigation was
settled for a net amount substantially less than the liability the
company had carried in its financial statements.

On or about Aug. 28, 2007, The Campo Band of Kumeyaay Indians
d/b/a The Golden Acorn Casino, commenced an Arbitration proceeding
before the JAMS Arbitration service in San Diego.  In its Demand
for Arbitration, the Casino alleged that the company breached its
Financial Services Agreement with the Casino.  The Casino sought
damages in excess of $950,000.  MCA filed a counterclaim alleging
the Casino wrongfully terminated the Financial Services Agreement
almost three years prior to the conclusion of its contractually
agreed upon renewal term.  On June 16, 2008, the Arbitrator issued
a Final Award finding that the Band breached the Financial
Services Agreement and awarded MCA $716,706 on its counterclaim.  
The Final Award also found that in addition to the $922,827 that
MCA stipulated was owed to the Casino, it must pay prejudgment
interest in the amount of $133,750, and $6,256 in costs.  

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?317a

                       Going Concern Doubt

The company has a working capital deficit of $10,646,210, a
stockholders' deficit of $8,493,877 and an accumulated deficit of
$25,502,963 at June 30, 2008.  The company also reflected a net
loss of $1,102,625 and net cash provided by operations of
$1,321,160, for the six months ended June 30, 2008.  These
conditions raise substantial doubt about the company's ability to
continue as a going concern.

                       About Money Centers  

Headquartered in King of Prussia, Pa., Money Centers of America  
Inc. (OTC BB: MCAM.OB) -- http://www.moneycenters.com/--   
provides cash access services to the gaming industry.  The company
delivers ATM, credit card advance, POS debit card advance, check
cashing services and CreditPlus marker services on an outsourcing
basis to casinos.  The company also licenses its OnSwitch(TM)
transaction management system to casinos so they can operate and
maintain  their own cash access services, including the addition
of merchant card processing.


MORGAN STANELY ACES: S&P Cuts 2006-8 Class A-6 Rating to 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the $3.0
million class A-6 secured fixed-rate notes from Morgan Stanley
ACES SPCís series 2006-8 to 'CCC+' from 'B-'.

The rating action reflects the Aug. 21, 2008, lowering of the
ratings on Lyondell Chemical Co. and its related entities.  

Morgan Stanley ACES SPC's series 2006-8 is a credit-linked note
transaction. The rating on each class of notes is based on the
lowest of (i) the ratings on the respective reference obligations
for each class (with respect to class A-6, the senior unsecured
notes issued by Millennium America Inc. {'CCC+'}, a subsidiary of
Lyondell Chemical Co.); (ii) the rating on the guarantor of the
counterparty to the credit default swap, the interest rate swap,
and the contingent forward agreement, Morgan Stanley
(A+/Negative/A-1); and (iii) the rating on the underlying
securities, the class A certificates issued by BA Master Credit
Card Trust II's series 2001-B due 2013 ('AAA').


MORGAN STANLEY DEAN: Moody's Junks $4.5 Mil. Class K Certificates
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class,
downgraded three classes and affirmed 11 classes of Morgan Stanley
Dean Witter Capital I Trust 2002-IQ3, Commercial Mortgage Pass-
Through Certificates, Series 2002-IQ3 as follows:

-- Class A-2, $36,449,845, affirmed at Aaa
-- Class A-3, $49,868,929, affirmed at Aaa
-- Class A-4, $482,862,000, affirmed at Aaa
-- Class X-1, Notional, affirmed at Aaa
-- Class X-2, Notional, affirmed at Aaa
-- Class X-Y, Notional, affirmed at Aaa
-- Class B, $26,152,000, upgraded to Aaa from Aa1
-- Class C, $27,289,000, affirmed at A2
-- Class D, $2,274,000, affirmed at A3
-- Class E, $13,645,000, affirmed at Baa1
-- Class F, $10,233,000, affirmed at Baa2
-- Class G, $6,823,000, affirmed at Baa3
-- Class H, $10,233,000, downgraded to B1 from Ba3
-- Class J, $9,097,000, downgraded to B3 from B2
-- Class K, $4,548,000, downgraded to Caa3 from Caa1

Moody's upgraded Class B due to overall stable pool performance
and increased credit enhancement levels.  Moody's downgraded
Classes H, J and K due to realized losses from specially serviced
loans and a decline in performance of the fourth largest loan in
the pool.

As of the August 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 24.9%
to $683.1 million from $909.6 million at securitization.  The
Certificates are collateralized by 193 mortgage loans ranging in
size from less than 1.0% to 9.1% of the pool, with the top 10
loans representing 40.4% of the pool.  The pool contains one loan,
representing 2.5% of the pool, with an underlying investment grade
rating as well as 41 residential cooperative loans, representing
12.0% of the pool, which have Aaa underlying ratings. Ten loans,
representing 5.9% of the pool, have defeased and are
collateralized by U.S. Government securities.

The pool has experienced aggregate realized losses of $16.8
million.  Currently there are no loans in special servicing.
Forty-three loans, representing 18.4% of the pool, are on the
master servicer's watchlist.  The master servicer's watchlist
includes loans which meet certain portfolio review guidelines
established as part of the Commercial Mortgage Securities
Association's monthly reporting package.  As part of our ongoing
monitoring of a transaction, Moody's reviews the watchlist to
assess which loans have material issues that could impact
performance.  Not all loans on the watchlist are delinquent or
have significant issues.

Moody's was provided with full year 2007 operating results for
approximately 85.5% of the pool.  Moody's loan to value ratio for
the conduit component is 72.9% compared to 76.3% at Moody's last
full review in January 2007 and 77.4% at securitization.

The loan with the underlying rating is the 2731 San Tomas
Expressway Loan, which is secured by a 125,000 square foot Class A
office building located in Santa Clara, California.  The property
is 100.0% leased to Nvidia Corporation through January 2012.  The
Santa Clara market has declined significantly since securitization
but has shown improvement since last review.  The loan is on a 25-
year amortization schedule and has amortized 11.3% since
securitization.  Moody's current underlying rating is Baa3
compared to Ba1 at last review.

The top four conduit loans represent 26.5% of the outstanding pool
balance. The largest conduit loan is the 77 P Street Office Loan
($62.1 million -- 9.1%), which is secured by a 342,000 square foot
office building located in the Capitol Hill submarket of
Washington, D.C.  The property was 100.0% occupied as of December
2007, the same as at last review.  All the tenants are departments
of the Washington, D.C. municipal government with leases expiring
in June 2011 (30.8% NRA), November 2011 (46.5% NRA) and April 2012
(22.7% NRA). Moody's LTV is 77.2% compared to 83.1% at last
review.

The second largest conduit loan is the One Seaport Plaza Loan
($61.1 million - 8.9%), which represents a 34.2% participation
interest in a $178.7 million first mortgage loan.  The loan is
secured by a 1.1 million square foot Class A office building
located in the Insurance District of Lower Manhattan.  The
property was 100.0% leased as of December 2007, the same as at
last review.  The largest tenants include Wachovia Bank, N.A.
(42.6% NRA; lease expiration December 2014) and AON Corporation
(15.1% NRA; lease expiration September 2018). Moody's LTV is 68.7%
compared to 72.8% at securitization.

The third largest conduit loan is the Richards Building Loan
($30.6 million - 4.5%), which is secured by a leasehold mortgage
on a 126,000 square foot biotechnology office building located in
Cambridge, Massachusetts.  The property was 100.0% occupied as of
July 2008, the same as at last review.  The largest tenants are
Alkermes (51.5% NRA; lease expiration April 2012) and Genzyme
Corporation (41.7% NRA; lease expiration February 2011).  Moody's
LTV is 85.3% compared to 88.7% at last review.

The fourth largest conduit loan is the Northwestern Corporate
Center Loan ($27.3 million -- 4.0%), which is secured by a 250,000
square foot, three-building office complex located in Southfield,
Michigan.  The complex was 54.5% leased as of July 2008 compared
to 76.4% as of December 2007. The decline in occupancy is
primarily due to the lease expiration of Lear Corporation in March
2008.  The most recently reported vacancy rate for Class B space
in Southfield is 28.5%. Moody's LTV is 138.2% compared to 127.0%
at last review.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a press release dated January 17, 2007.

Moody's has published rating methodologies outlining our
analytical approach to surveillance and our approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining our ratings approach to the
various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS. The major rating methodologies employed in analyzing this
transaction include:

CMBS: Moody's Approach to Surveillance, September 30, 2002

CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
September 15, 2000

US CMBS: Moody's Approach to Rating Fusion Transactions, April 19,
2005


MRS FIELDS: Get Initial OK to Use Noteholders' Cash Collateral
--------------------------------------------------------------
The Hon. Peter Walsh of the United States Bankruptcy Court for the
District of Delaware authorized Mrs. Fields Original Cookies Inc.
and its debtor-affiliates to access, on an interim basis, cash
collateral securing repayment of loans to secured noteholders.

The cash collateral consists of any and all proceeds from the sale
of the Debtors' assets of (i) Pretzel Time Franchising LLC and
Pretzelmaker Franchising LLC on Aug. 7, 2007, and (ii) Great
American Cookies Franchising LLC and Great American Manufacturing
LLC on Jan. 29, 2008, the net proceeds of which are now held by
the Bank of America, as indenture trustee.

The Debtors have issued $195.7 million of 9% and 11-1/2% senior
secured notes dues 2011 to certain secured noteholders for the
purpose of funding the Debtors' operations, among other things.  
The Debtors have granted the prepetition secured parties first
priority and continuing pledges, liens and security interest to
secure any prepetition secured indebtedness.

The Debtors tell the Court that they have an immediate need to
access the cash collateral pursuant to the initial budget, to
fund the operation of their business and their Chapter 11
reorganization.

The cash collateral securing the lenders' loan is subject to a
$150,000 carve-out for payments of fees and expenses of
professional advisors retained by the Debtors and the committee.

As adequate protection, the prepetition secured parties are
granted allowed administrative priority claims under Section
507(b) of the Bankruptcy Code, to secure an amount equal to the
aggregate diminution in the value of the prepetition collateral as
a result of the Debtors' bankruptcy filing and use of the
collateral.

A hearing is set for Sept. 22, 2008, at 9:30 a.m., to consider
final approval of the Debtors' motion.  Objections, if any, are
due Sept. 15, 2008.

A full-text copy of the Debtors' initial budget is available for
free at http://ResearchArchives.com/t/s?3171

                         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.


NORTHEAST BIOFUELS: Moody's Cuts B1 Rating on Senior Loan to B2
---------------------------------------------------------------
Moody's Investors Service downgraded the senior secured rating of
Northeast Biofuels, LP, to B2 from B1.  The rating remains on
review for possible downgrade.  The affected bank facilities are a
$140 million senior secured term loan due 2013 and a $12 million
senior secured working capital facility due 2011.  The rating on a
separate $65 million senior secured letter of credit facility due
2013 is being withdrawn as that facility has been canceled.

The downgrade reflects the recent termination of a crush margin
hedging agreement that covered 65% of the project's ethanol output
that provided downside protection in an adverse commodity price
environment.  The agreement was a hedge against changes in the
spread between corn, the project's main input, ethanol, the
project's main output, and natural gas.  The hedge was designed to
protect a certain level of EBITDA.  The project is now exposed to
price volatility in ethanol, corn and natural gas, the three
commodities involved in the hedge.

The downgrade also considers an increase in credit risk relative
to 2006, when the project was originally rated.  In 2006, the
project received a B1 rating, which was higher than other ethanol
projects rated by Moody's at the time.  The higher rating was
mainly due to the presence of the EBITDA protection provided by
the hedging arrangement.  Now that this protection has
disappeared, credit risk has increased.

Further, the downgrade reflects delays in construction that have
resulted in increased refinancing risk.  The project has
experienced construction delays and subsequently had to
renegotiate three key completion dates related to significant
construction milestones with the lenders.  The three milestones,
Interim Completion, Substantial Completion and Final Completion
have all been extended.  Interim Completion was rescheduled for
September 15, 2008 (actually met on August 24, 2008); Substantial
Completion for October 31, 2008; and Final Completion for January
31, 2009.  The delay in construction has reduced the period over
which debt amortization via the cash flow sweep must occur in
order for the debt to be fully repaid by maturity in 2013.  The
shortened timeframe, combined with lower forecasted cash flow that
has resulted from the reduced crush spread, has increased the risk
associated with the project's ability to repay its debt by
maturity.  Further, because the project amortizes at a mandatory
1% per year, future paydown is dependent on the cash sweep
mechanism. It is Moody's view that refinancing risk has increased
due to the construction delays.

The project remains under review for possible downgrade to enable
Moody's to monitor whether there are any further construction
delays and to see if the project is able to achieve the revised
construction milestones.  The review will also consider whether
the plant, once completed, can generate the level of cash flow
sufficient to repay debt by maturity.  Furthermore, the review
will consider whether the current level of liquidity available to
Northeast Biofuels is adequate in light of the current commodities
pricing environment.

Northeast Biofuels, LP, is a limited partnership formed to
develop, own and operate an ethanol facility in Fulton, New York.  
NEB is 100% owned by an intermediate holding company, NEB
Holdings, LP which is in turn 85% owned by Permolex International,
L.P. and 15% by other project developers.


NORTHWESTERN CORP: Lenders to Get Pro Rata of Surplus Distribution
------------------------------------------------------------------
NorthWestern Corporation dba NorthWestern Energy reported the
outcome of elections made by eligible holders of former unsecured
notes and allowed unsecured claims related to a surplus
distribution from a reserve for disputed claims established under
the company's 2004 Chapter 11 Plan of Reorganization.

The creditors' reserve holds shares of NorthWestern's stock and
the associated cash dividends and interest.  By Order of the U.S.
Bankruptcy Court for the District of Delaware, participating
creditors were to receive their pro rata share of the surplus
distribution from the Creditors' Reserve exclusively in cash
unless they elected to receive their share of the surplus
distribution in Stock and Accruals.

The election period to receive Stock and Accruals, rather than
all cash, expired on Aug. 22, 2008.  Participatingv reditors
elected to receive a total of approximately 1.2 million shares of
NorthWestern stock held in the Creditors' Reserve.  Pursuant to
the Court's order, entered July 29, 2008, the cash payment to
Participating Creditors who did not make the election will be
funded by NorthWestern's purchase of the approximately 1.1 million
shares remaining in the Creditors' Reserve, which NorthWestern
will purchase for the price of $24.32 per share.

NorthWestern contemplates that the surplus distribution will be
completed in late August or September 2008.  This distribution
will fully distribute all shares and associated dividends and
interest from the Creditors'
Reserve.

In July 2008, NorthWestern purchased 782,059 shares which
partially funded the previously announced settlement agreement by
and among, inter alia, NorthWestern, Magten Asset Management, Law
Debenture Trust Company of New York and the Plan Committee that
resolved the litigation related to claims of holders of quarterly
income preferred securities in NorthWestern's Chapter 11
bankruptcy case.

NorthWestern plans to complete the previously announced 3.1
million share buy back program by open market purchases for
approximately 1.2 million shares.  The Company expects to complete
the remaining portion of the share buy back program by Dec. 31,
2008.  The actual number and timing of share purchases will be
subject to market conditions, restrictions related to price,
volume, timing, and applicable Securities and Exchange
Commission rules.

                    About NorthWestern Energy

Based in Sioux Falls, South Dakota, NorthWestern Corporation
(Nasdaq: NWEC) -- http://www.northwesternenergy.com/-- is a     
provider of electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 650,000 customers in Montana,
South Dakota and Nebraska.  The Debtor filed for Chapter 11
petition on Sept. 14, 2003 (Bankr. D. Del. Case No. 03-12872)
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig LLP, and Jesse
H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker LLP, represent the Debtor in its
restructuring efforts.  Kurtzman Carson Consultants LLC serves as
the Debtor's notice and claims agent.

NorthWestern filed a plan of reorganization and disclosure
statement with the U.S. Bankruptcy Court for the District of
Delaware.  The Court confirmed the Plan on Oct. 8, 2004, and the
Court's order was entered on Oct. 20, 2004.  On Nov. 1, 2004,
NorthWestern's plan of reorganization became effective and the
company emerged from Chapter 11.


NRG ENERGY: S&P Removes 'B+' from Watch, Restores to Old Level
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B+' corporate
credit rating on NRG Energy Inc. and removed it from CreditWatch
with negative implications. The outlook is positive. The 'B'
corporate credit rating on Calpine Corp. was also removed from
CreditWatch with positive implications. The outlook is stable.

"We are restoring ratings to where they stood prior to the
CreditWatch placement on May 22, 2008," S&P says.

"These rating actions follow recent public statements from both
management teams that indicates that there may be no deal in the
offing immediately, at least not in the three-month window implied
by our CreditWatch listing back in May 2008," said Standard &
Poor's credit analyst Swami Venkataraman. "Both sides have refused
to comment on whether discussions are in fact still continuing in
order to find terms that are acceptable to both parties and we
note that NRG has not specifically called the deal off, which
creates some uncertainty about ratings in the medium term. The
Calpine board's rejection of the original offer and recent
appointment of a new CEO, however, seem to indicate a lack of
interest at least on their part."

NRG's 'B+' corporate credit rating reflects its leveraged
financial profile, risks associated with the merchant power
business, and aggressive growth plans, including via acquisitions.
The positive outlook reflects the company's strong cash flows over
the past couple of years, improved prospects for the next few
years, and our expectations that ratings could be upgraded as the
company continues to sweep debt and strengthen its financial
profile. Calpine's 'B' corporate credit rating primarily reflects
its leveraged financial profile and substantial exposure to gas
prices and market heat rates due to a largely intermediate/peaking
portfolio and a somewhat limited hedge program. The stable outlook
reflects our expectations for continued strong operations in
Calpine's power plants, continuation of Calpine's hedging policy,
and the absence of any major new investment program.


ONCOR ELECTRIC: Moody's Withdraws Ba1 Rating on Corporate Family
----------------------------------------------------------------
Moody's Investors Service upgraded the senior secured debt ratings
of Oncor Electric Delivery LLC to Baa3 from Ba1.  The rating
outlook remains stable.  The Ba1 Corporate Family Rating, Ba2
Probability of Default rating and SGL-2 Speculative Grade
Liquidity rating have been withdrawn.  Oncor is a wholly owned
subsidiary of Energy Future Holdings Corp.

Ratings upgraded include:

Oncor's senior secured debt; to Baa3 from Ba1.

Concurrently, Moody's has withdrawn the following ratings for
Oncor:

-- Corporate Family Rating of Ba1;
-- Probability-of-Default Rating of Ba2;
-- Speculative Grade Liquidity rating of SGL-2.

In addition, all of Oncor's Loss-Given-Default (LGD) assessments
have been withdrawn.

Oncor Electric Delivery Company LLC is a regulated electric
transmission and distribution utility company headquartered in
Dallas, Texas and is a wholly-owned subsidiary of Energy Future
Holdings Corp.

Upgrades:

Issuer: Oncor Electric Delivery Company

-- Senior Secured Bank Credit Facility, Upgraded to Baa3 from Ba1
-- Senior Secured Regular Bond/Debenture, Upgraded to Baa3 from
    Ba1

Withdrawals:

Issuer: Oncor Electric Delivery Company

-- Probability of Default Rating, Withdrawn, previously rated Ba2
-- Speculative Grade Liquidity Rating, Withdrawn, previously
    rated SGL-2
-- Corporate Family Rating, Withdrawn, previously rated Ba1
-- Senior Secured Bank Credit Facility, Withdrawn, previously
    rated 34 - LGD3
-- Senior Secured Regular Bond/Debenture, Withdrawn, previously
    rated 34 - LGD3
-- Senior Unsecured Sec. Lease Oblig. Bond, Withdrawn, previously  
    rated 91 - LGD6

The upgrade of Oncor's ratings is prompted by the recent
announcement that EFH has agreed to sell an approximate 20%
minority ownership stake in Oncor to an investor group led by
Borealis Infrastructure Management, an investment arm of the OMERS
pension plan and GIC Special Investments.  Moody's incorporates a
view that the additional economic and corporate governance
provisions that are expected to be incorporated into the ring-
fence type structures of Oncor's existing operating agreement
creates an incremental level of credit separation from its parent
and affiliates beyond an already strong set of ring-fence type
provisions.  The transaction is expected to close in the fourth
quarter 2008.


ONEIDA LTD: S&P Withdraws 'B' Corp. Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on Oneida Ltd. at the company's request.


PERFORMANCE TEXACO: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Performance Texaco, Inc.
        dba Shawnee Auto Wash and Fill
        5128 Milford Road
        East Stroudsburg, PA 18301

Bankruptcy Case No.: 08-52397

Chapter 11 Petition Date: August 27, 2008

Court: Middle District of Pennsylvania (Wilkes-Barre)

Debtor's Counsel: Ronald V. Santora, Esq.
                     Email: ronsantoraesq@aol.com
                  Bresset and Santora, LLC
                  1188 Wyoming Ave.
                  Forty Fort, PA 18704
                  Tel: (570) 287-3660
                  Fax: (570) 287-3666

                        -- and --

                  Stephen G. Bresset, Esq.
                     Email: sbresset@bressetsantora.com
                  Bresset & Santora, LLC
                  606 Church St.
                  Honesdale, PA 18431
                  Tel: (570) 253-5953
                  Fax: (570) 253-2926
                  http://www.bressetsantora.com/

Estimated Assets: Less than $50,000

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

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


PERITUS I: S&P Lowers Class C Rating to 'B+'; Off Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
C notes issued by Peritus I CDO Ltd., an arbitrage collateralized
bond obligation (CBO) transaction managed by Peritus Asset
Management LLC, to 'B+' from 'BB-' and removed it from
CreditWatch, where it was placed with negative implications on
Aug. 1, 2008.

"At the same time, we affirmed our ratings on three additional
classes from this transaction and removed one of the affirmed
ratings from CreditWatch negative," S&P says.

The downgrade reflects increased par losses experienced by the
deal, which have negatively affected the credit enhancement
available to support the notes. The class C overcollateralization
ratio has declined to 108.92% from 112.75% at issuance (based on
the Sept. 29, 2005, trustee report). The minimum required ratio is
101.10%.

The affirmations reflect sufficient credit enhancement available
to maintain the current ratings.  

RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
Peritus I CDO Ltd.

                 Rating
Class        To          From                Balance (mil. $)
C            B+          BB-/Watch Neg                 56.196
   
RATING AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

Peritus I CDO Ltd.

                 Rating
Class        To           From               Balance (mil. $)
B            A-           A-/Watch Neg                 8.000
   
RATINGS AFFIRMED

Peritus I CDO Ltd.

Class           Rating      Balance (mil. $)
A               AAA                  246.000
X               A+                    13.086

TRANSACTION INFORMATION

Issuer:                    Peritus I CDO Ltd.
Co-Issuer:                 Peritus I CDO Corp.
Collateral manager:        Peritus Asset Management LLC
Underwriter:               Institutional Credit Partners LLC
Trustee:                   The Bank of New York Mellon Trust Co.
Transaction type:          Cash flow arbitrage corporate
                           high-yield CBO


QUEBECOR WORLD: Sets Final Conversion Rate of Preferred Shares
--------------------------------------------------------------
Quebecor World Inc. determined the final conversion rate
applicable to the 744,124 Series 5 Cumulative Redeemable First
Preferred Shares that will be converted into Subordinate Voting
Shares effective as of Sept. 1, 2008.

Taking into account all accrued and unpaid dividends on the Series
5 Preferred Shares up to and including Sept. 1, 2008, Quebecor
World has determined that, in accordance with the provisions
governing the Series 5 Preferred Shares, each Series 5 Preferred
Share will be converted effective as of September 1, 2008 into
13.3625 Subordinate Voting Shares.

Registered holders of Series 5 Preferred Shares who submitted
notices of conversion on or prior to June 27, 2008 will receive in
the coming days from Quebecor World's transfer agent and
registrar, Computershare Investor Services Inc., certificates
representing their Subordinate Voting Shares resulting from the
conversion.

Approximately 9.9 million new Subordinate Voting Shares will thus
be issued by Quebecor World to holders of Series 5 Preferred
Shares effective as of Sept. 1, 2008.

                       About Quebecor World

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

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

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

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

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

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of $3,412,100,000, total
liabilities of $4,326,500,000, preferred shares of $62,000,000,
and total shareholders' deficit of $976,400,000.

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


RMBS SECURITIES: Moody's Junks 127 Classes of Notes
---------------------------------------------------
Moody's Investors Service downgraded the ratings of 127 classes of
notes issued by 30 collateralized debt obligations backed
primarily by portfolios of residential mortgage-backed securities
and CDO securities, and left on review for possible further
downgrade the ratings of five of these classes of notes as
follows:

Issuer: AArdvark ABS CDO 2007-1

Class Description: U.S. $1,305,140,296 Class A1 Extended
Notes due 2047

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S.$78,000,000 Class A2 Senior Secured   
Floating Rate Notes Due July 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: ACA ABS 2006-1 Ltd.

Class Description: U.S. $450,000,000 Class A-1LA Floating
Rate Notes Due June 2041

  -- Prior Rating: Caa1, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $105,000,000 Class A-1LB Floating   Rate
Notes Due June 2041

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: ACA ABS 2007-3, Limited

Class Description: U.S. $7,000,000 Class X Floating Rate Notes Due
August 2013

  -- Prior Rating: Caa3, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $175,000,000 Class A-1LA Floating Rate
Notes Due May 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $96,000,000 Class A-1LB Floating Rate
Notes Due May 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $27,000,000 Class A-2L Floating Rate Notes
Due May 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Adams Square Funding II, Ltd.

Class Description: U.S. $15,200,000 Class S Floating Rate Notes
Due 2014

  --  Prior Rating: Caa1, on review for possible downgrade

  -- Current Rating: Caa3, on review for possible downgrade

Class Description: U.S. $600,000,000 Class A1 Floating Rate Notes
Due 2047

  -- Prior Rating: Caa3, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $95,000,000 Class A2 Floating Rate Notes
Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $140,000,000 Class A3 Floating Rate Notes
Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Brookville CDO I, Ltd.

Class Description: U.S. $200,000,000 Class A-1 First   -- Priority
Senior Secured Floating Rate Delayed Draw Notes Due 2050

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $125,000,000 Class A-2 Second   --
Priority Senior Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $50,000,000 Class A-3 Third   -- Priority
Senior Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $45,000,000 Class B Fourth   -- Priority
Senior Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: CETUS ABS CDO 2006-1, LTD.

Class Description: U.S.$100,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S.$50,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Cetus ABS CDO 2006-2, Ltd.

Class Description: U.S.$100,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S.$50,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Cetus ABS CDO 2006-3, Ltd.

Class Description: U.S.$ 29,000,000 Class S Floating Rate Senior
Secured Notes Due 2051

  -- Prior Rating: Caa3, on review for possible downgrade

  -- Current Rating: C

Class Description: Up to U.S.$ 757,000,000 Class A-1A Floating
Rate Senior Secured Variable Funding Notes Due 2051

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S.$ 30,000,000 Class A-1B Floating Rate
Senior Secured Notes Due 2051

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$ 163,000,000 Class A-2 Floating Rate
Senior Secured Notes Due 2051

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$ 90,000,000 Class B Floating Rate Secured
Notes Due 2051

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$ 65,000,000 Class C-1 Floating Rate
Deferrable Secured Notes Due 2051

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$ 15,500,000 Class X Fixed Rate Deferrable
Secured Notes Due 2051

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Delphinus CDO 2007-1, Ltd.

Class Description: U.S. $640,000,000 Super Senior Swap dated as of
July 19,2007

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $27,000,000 Class S Senior Floating Rate
Notes Due October 2012

  -- Prior Rating: Ba3, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $73,500,000 Class A-1A Senior Floating
Rate Notes Due October 2047

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $86,500,000 Class A-1B Senior Floating
Rate Notes Due October 2047

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $160,000,000 Class A-1C Senior Floating
Rate Notes Due October 2047

  -- Prior Rating: Caa3, on review for possible downgrade

  -- Current Rating: C

Class Description: U.S. $144,500,000 Class A-2 Senior Floating
Rate Notes Due October 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $138,500,000 Class A-3 Senior Floating
Rate Notes Due October 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $131,000,000 Class B Senior Floating Rate
Notes Due October 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $77,500,000 Class C Mezzanine Floating
Rate Deferrable Notes Due October 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $48,000,000 Class D-1 Mezzanine Floating
Rate Deferrable Notes Due October 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $30,500,000 Class D-2 Mezzanine Floating
Rate Deferrable Notes Due October 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $15,000,000 Class D-3 Mezzanine Floating
Rate Deferrable Notes Due October 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $15,000,000 Class E Mezzanine Floating
Rate Deferrable Notes Due October 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Forge ABS High Grade CDO I, Ltd.

Class Description: U.S. $900,000,000 Class A-1 First   -- Priority
Senior Secured Floating Rate Delayed Draw Notes Due 2053

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $375,000,000 Class A-2 Second   --
Priority Senior Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $75,000,000 Class A-3 Third   -- Priority
Senior Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $75,000,000 Class A-4 Fourth   -- Priority
Senior Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $25,500,000 Class B Fifth   -- Priority
Senior Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $15,750,000 Class C Sixth   -- Priority
Senior Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Fourth Street Funding, Ltd.

Class Description: U.S. $200,000,000 Class A-1 First   -- Priority
Senior Secured Floating Rate Delayed Draw Notes Due 2050

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $125,000,000 Class A-2 Second   --
Priority Senior Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $45,000,000 Class A-3 Third   -- Priority
Senior Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $37,500,000 Class B Fourth   -- Priority
Senior Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $17,500,000 Class C Fifth   -- Priority
Senior Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: GSC ABS CDO 2006-4u, Ltd.

Class Description: Up to U.S.$502,000,000 Class A-S1VF Senior
Secured Floating Rate Notes due 2046

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S.$85,000,000 Class A1 Senior Secured
Floating Rate Notes due 2046

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$45,000,000 Class A2 Senior Secured
Floating Rate Notes due 2046

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: HSPI Diversified CDO Fund II, Ltd.

Class Description: U.S. $26,500,000 Class S Senior Secured
Floating Rate Notes due July 2015

  -- Prior Rating: Caa1, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $350,000,000 Class A-1 Senior Secured
Floating Rate Notes due July 2052

  -- Prior Rating: Caa1, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $105,000,000 Class A-2 Senior Secured
Floating Rate Notes due July 2052

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $63,000,000 Class A-3 Senior Secured
Floating Rate Notes due July 2052

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $85,000,000 Class A-4 Senior Secured
Floating Rate Notes due July 2052

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Highridge ABS CDO I, Ltd.

Class Description: U.S.$976,000,000 Class A-1AT First   --
Priority Senior Secured Floating Rate Notes due 2048

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S.$321,500,000 Class A-1AD First   --
Priority Senior Secured Floating Rate Delayed Draw Notes due 2048

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Issuer: Jupiter High-Grade CDO V, Ltd.

Class Description: U.S.$1,290,000,000 Class A-1 Senior Secured
Floating Rate Notes Due March 2052

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S.$105,500,000 Class A-2 Senior Secured
Floating Rate Notes Due March 2052

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$60,000,000 Class B Senior Secured Floating
Rate Notes Due March 2052

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Kleros Preferred Funding III, Ltd.

Class Description: U.S.$1,800,000,000 Class A-1 First   --
Priority Senior Secured Delayed Draw Floating Rate Notes Due 2050

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S.$90,000,000 Class A-2 Second   -- Priority
Senior Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$54,000,000 Class B Third   -- Priority
Senior Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Kleros Preferred Funding VII, Ltd.

Class Description: U.S. $900,000,000 Class A-1 First   -- Priority
Senior Secured Delayed Draw Floating Rate Notes Due 2053

  -- Prior Rating: Caa1, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $375,000,000 Class A-2 Second   --
Priority Senior Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $75,000,000 Class A-3 Third   -- Priority
Senior Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $69,000,000 Class A-4 Fourth   -- Priority
Senior Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $41,000,000 Class B Fifth   -- Priority
Senior Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Libertas Preferred Funding II, Ltd.

Class Description: U.S.$6,000,000 Class X Senior Secured Floating
Rate Notes Due 2012

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S.$325,000,000 Class A-1 Senior Secured
Floating Rate Notes Due 2047

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S.$73,000,000 Class A-2 Senior Secured
Floating Rate Notes Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$23,000,000 Class B Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$29,500,000 Class C Mezzanine Secured
Floating Rate Notes Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$13,500,000 Class D Mezzanine Secured
Floating Rate Notes Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$9,000,000 Class E Mezzanine Secured
Floating Rate Notes Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$10,500,000 Class F Mezzanine Secured
Floating Rate Notes Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Longshore CDO Funding 2007-3, Ltd.

Class Description: U.S. $1,131,000,000 Class A-1 Floating Rate
Notes Due 2052

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $50,000,000 Class A-2 Floating Rate Notes
Due 2052

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $43,600,000 Class A-3 Floating Rate Notes
Due 2052

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $37,700,000 Class B Floating Rate Notes
Due 2052

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Longstreet CDO I, Ltd.

Class Description: U.S.$350,000,000 Class A-1 First   -- Priority
Senior Secured Delayed Draw Floating Rate Notes due November 2046

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S.$55,000,000 Class A-2 Second   -- Priority
Senior Secured Floating Rate Notes due November 2046

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$27,000,000 Class B Third   -- Priority
Senior Secured Floating Rate Notes due November 2046

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$5,000,000 Class C Fourth   -- Priority
Senior Secured Floating Rate Notes due November 2046

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$20,000,000 Class D Fifth   -- Priority
Mezzanine Secured Floating Rate Notes due November 2046

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$10,000,000 Class E Sixth   -- Priority
Mezzanine Secured Floating Rate Notes due November 2046

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$10,000,000 Class F Seventh   -- Priority
Mezzanine Secured Floating Rate Notes due November 2046

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$8,000,000 Class G Eighth   -- Priority
Mezzanine Secured Floating Rate Notes due November 2046

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: MKP CBO VI, Ltd.

Class Description: Class A-1 First   -- Priority Senior Secured
Floating Rate Notes due 2051

  -- Prior Rating: Caa3, on review for possible downgrade

  -- Current Rating: Ca

Class Description: Class A-2 First   -- Priority Senior Secured
Floating Rate Notes due 2051

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: Class B Third   -- Priority Senior Secured
Floating Rate Notes due 2051

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Nordic Valley 2007-1 CDO, Ltd.

Class Description: U.S. $31,500,000 Class A-X Senior Secured Notes
Due 2047

  -- Prior Rating: B2, on review for possible downgrade

  -- Current Rating: Caa2, on review for possible downgrade

Class Description: U.S. $0 Class A-1 Senior Secured Funded Notes
due 2047

  -- Prior Rating: Caa3, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $600,000,000 Class A-1 Unfunded Notes due
2047

  -- Prior Rating: Caa3, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $100,000,000 Class A-2a Senior Secured
Floating Rate Notes Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $93,000,000 Class A-2b Senior Secured
Floating Rate Notes Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $50,000,000 Class B Senior Secured
Floating Rate Notes Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $66,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $30,000,000 Class D Secured Floating Rate
Deferrable Notes Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $18,000,000 Class E Secured Floating Rate
Deferrable Notes Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Octans III CDO, Ltd.

Class Description: U.S.$100,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2047

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: C

Issuer: Octonion I CDO, Ltd.

Class Description: U.S. $22,250,000 Class S Floating Rate Notes
Due 2014

  -- Prior Rating: Caa3, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $600,000,000 Class A1 Floating Rate Notes
Due 2047

  -- Prior Rating: Caa3, on review for possible downgrade

  -- Current Rating: Ca

Issuer: Orion 2006-2, Ltd.

Class Description: U.S.$34,000,000 Class S Senior Secured Floating
Rate Notes Due 2014

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

  -- Current Rating: Caa2, on review for possible downgrade

Class Description: U.S.$900,000,000 Class A-1A Senior Secured
Floating Rate Variable Funding Notes Due 2051

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S.$40,000,000 Class A-1B Senior Secured
Floating Rate Notes Due 2051

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: C

Class Description: U.S.$195,000,000 Class A-2 Senior Secured
Floating Rate Notes Due 2051

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$87,500,000 Class B-1 Secured Floating Rate
Notes Due 2051

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$40,000,000 Class B-2 Secured Floating Rate
Notes Due 2051

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S.$58,000,000 Class C-1 Secured Deferrable
Floating Rate Notes Due 2051

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Pacific Pinnacle CDO Ltd

Class Description: Class X Interest Only Notes Due January 2019

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

  -- Current Rating: Caa1, on review for possible downgrade

Class Description: U.S.$800,000,000 Class A-1LA Floating Rate
Notes Due January 2052

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

  -- Current Rating: Caa1, on review for possible downgrade

Class Description: U.S.$74,600,000 Class A-1LB Floating Rate Notes
Due January 2052

  -- Prior Rating: Caa3, on review for possible downgrade

  -- Current Rating: C

Class Description: U.S.$75,400,000 Class A-1LC Floating Rate Notes
Due January 2052

  -- Prior Rating: Caa3, on review for possible downgrade

  -- Current Rating: C

Class Description: U.S.$18,000,000 Class A-2L Floating Rate Notes
Due January 2052

  -- Prior Rating: Caa3, on review for possible downgrade

  -- Current Rating: C

Issuer: Plettenberg Bay CDO Limited

Class Description: U.S. $300,000,000 Class S Floating Rate Senior
Notes Due 2047

  -- Prior Rating: Caa1, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S. $96,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Class Description: U.S. $40,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: Sherwood III ABS CDO, Ltd.

Class Description: U.S.$273,000,000 Class A1SA Variable Funding
Senior Secured Floating Rate Notes Due 2047

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S.$50,000,000 Class A1SB Variable Funding
Senior Secured Floating Rate Notes Due 2047

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Class Description: U.S.$59,000,000 Class A1J Senior Secured
Floating Rate Notes Due 2047

  -- Prior Rating: Ca

  -- Current Rating: C

Issuer: VOLANS FUNDING 2007-1, LTD.

Class Description: U.S. $770,000,000 Class A-1 Senior Secured
Floating Rate Variable Funding Notes Due 2052

  -- Prior Rating: Caa2, on review for possible downgrade

  -- Current Rating: Ca

Issuer: Webster CDO I, Ltd.

Class Description: U.S.$609,000,000 Class A-1LA Revolving Notes
Due April 2047

  -- Prior Rating: Caa3, on review for possible downgrade

  -- Current Rating: C

The rating actions taken today reflect continuing deterioration in
the credit quality of the underlying portfolios and the increased
expected loss associated with each transaction. Losses are
attributed to diminished credit quality on the underlying
portfolio.

Moody's explained that each of the transactions has experienced an
event of defaul under the applicable Indenture. As provided in
Article V of the CDO Indenture, during the occurrence and
continuance of an Event of Default, certain parties to the
transactions may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes. The severity of losses may depend on the timing and
choice of remedy to be pursued by the Controlling Classes.


ROLAND DANIEL: Case Summary & 34 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Roland Daniel Properties, Inc.
        124 Follins Lane
        St. Simons Island, GA 31522

Bankruptcy Case No.: 08-20864

Debtor-affiliates filing separate Chapter 11 petitions:

           Entity                                  Case No.
           ------                                  --------
   Roland Leonidas Daniel                          08-20865

Type of Business: The Debtors sell real estate properties.

Chapter 11 Petition Date: Aug. 28, 2008

Court: Southern District of Georgia (Brunswick)

Debtor's Counsel: William S. Orange-LPO, III, Esq.
                   (orangelaw@bellsouth.net)
                  1419 Newcastle Street
                  Brunswick, GA 31520
                  Tel: (912) 267-9272
                  Fax: (912) 267-7595

                            Total Assets  Total Debts
                            ------------  -----------
Roland Daniel Properties    $4,480,000    $5,009,402
Roland Leonidas Daniel      $6,159,792    $7,832,877

A. A list of Roland Daniel Properties's largest unsecured
   creditors is available for free at:

            http://bankrupt.com/misc/gasb08-20864.pdf

B. A list of Roland Leonidas Daniel largest unsecured creditors is
   available for free at:

            http://bankrupt.com/misc/gasb08-20865.pdf                       


RYERSON INC: S&P Puts 'B+' Credit Rating on Watch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Chicago, Ill.-based Ryerson
Inc. on CreditWatch with negative implications.

"The CreditWatch listing reflects lower than anticipated
performance resulting in credit metrics below our expectations,"
said Standard & Poor's credit analyst Maurice Austin.

Specifically, the company's debt to EBITDA ratio (adjusted for
pension and health-care liabilities, operating leases, and
excluding the beneficial effects of liquidating "last in, first
out" [LIFO] layers) was about 10.3x at June 30, 2008. Even with
the positive LIFO liquidation effect included, debt to EBITDA is
still very aggressive for the rating at 8.9x. Weak end markets,
particularly in the company's stainless steel and aluminum
products segment, are likely to continue during the next several
quarters primarily because of weaker demand in the consumer and
housing sectors, limiting the company's ability to reach credit
metrics consistent with the current rating.

In resolving the CreditWatch listing, S&P will meet with
management to review the company's liquidity position, near-term
operating plans, and financial strategy in light of the difficult
operating conditions and weak performance.


S & A RESTAURANT: Picks Trigild to Liquidate 37 Restaurants
-----------------------------------------------------------
S & A Restaurant Corp. and its debtor-affiliates selected Trigild
to secure and close 37 restaurants in 13 states -- including
Texas, New Mexico, Georgia, Indiana, Florida, Michigan, Colorado,
Minnesota, Ohio and Pennsylvania.

Subsidiaries of Metromedia Restaurant Group, both restaurant
chains are known for "casual dining" and were losing ground due to
the souring economy.

According to Bill Hoffman, president and CEO of Trigild,
company-owned stores recently filed for Chapter 7 bankruptcy
protection, enabling them to liquidate all assets.  Not all stores
using these trade names filed, and franchisee-owned restaurants
are still open for business.

"The bankruptcy trustee determined that the best resolution was to
close the businesses and hire Trigild to professionally do the
job, as we have a long history of dealing with distressed
properties," Mr. Hoffman explained.  "Our task load includes
obtaining closure permits; notifying leasers and vendors; removing
and liquidating all inventory, fixtures, furniture and equipment;
and then securing and maintaining the restaurants until final
disposition."

Separately, Trigild was appointed receiver for 23 Steak & Ale
locations.  As receiver, Trigild has authority to sell these
restaurants subject to court approval.

                      About S & A Restaurant

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

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, is the Debtors counsel.  The Debtors
disclosed total scheduled assets of $2,302,057 and total scheduled
liabilities of $159,432,691.


SCOTIA PACIFIC: Moody's Cuts Rating of $867.2MM Notes to Caa3
-------------------------------------------------------------
Moody's Investors Service downgraded three outstanding classes of
Timber Collateralized Notes issued by Scotia Pacific Company LLC,
a special purpose wholly owned subsidiary of the Pacific Lumber
Company.  The rating action is based on the information obtained
from the recent decision of the United States Bankruptcy Court for
the Southern District of Texas to confirm a bankruptcy plan, under
which Scotia's senior secured note holders would recover
approximately 70% of the outstanding principal balance of the
notes.

The complete rating actions:

Scotia Pacific Company LLC Timber Collateralized Notes, Final
Maturity July 2028

  -- $160.700 million Class A-1 Notes Scheduled Maturity January
     2007, rating lowered to Caa3, from a rating of Caa1,

  -- $243.200 million Class A-2 Notes, Scheduled Maturity January
     2014, rating lowered to Caa3, from a rating of Caa1, and

  -- $463.348 million Class A3 Notes, Scheduled Maturity January
     2014, rating lowered to Caa3, from a rating of Caa1.

Scotia's principal asset consists of timber property and an
associated database integral to managing the property.  PALCO, a
140 year old lumber and timber products company located in Scotia,
CA, is the primary purchaser of the timber harvested by Scotia.  
Both companies filed for voluntary bankruptcy protection on
January 18, 2007.  The order of the bankruptcy court confirming
the plan is the subject of an appeal before the U.S Court of
Appeals for the Fifth Circuit.


SEMGROUP LP: Suppliers Demand Formation of Special Committee
------------------------------------------------------------
The producers and suppliers of oil and gas to SemGroup, L.P. ask
the U.S. Bankruptcy Court for the District of Delaware to appoint
a special committee of producers pursuant to Section 1102(a)(2) of
the Bankruptcy Code, allowing the producers to adequately
represent the creditor class, and protect the rights and interests
that will not be safeguarded by the Official Committee of
Unsecured Creditors.

Michael G. Busenkell, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware, told the Court that the Producers
have two primary types of relationships with the Debtors in the
ordinary course of business:

   (1) in which they are owners of working interests in oil and
       gas wells, and sell oil, natural gas, or other liquid
       hydrocarbons to the Debtors; and

   (2) in which they sell propane, butane, drip liquids, field
       condensate, slop oil, and other refined or unrefined
       products from liquid processing plants or gas gathering
       systems.

The Producers have at least four types of claims arising from
their ordinary course business relationships with the Debtors:

     (i) administrative expense claims under Section 503(b)(9),
         for products received within 20 days prior to the
         Debtors' bankruptcy;

    (ii) reclamation claims under Section 546(c);

   (iii) liens under applicable state law; and

    (iv) a constructive trust on proceeds, until the Debtors
         have been paid under applicable state law.

Mr. Busenkell stated that the Producers' claims are substantially
different from the claims of general unsecured creditors.  The
Producers are a relatively numerous and homogenous group, but
their interests differ markedly from those of general unsecured
creditors.

Mr. Busenkell argued that the Producers are entitled to assert
rights to administrative expense priority, whereas unsecured
creditors generally are not entitled to administrative expense
priority.  Similarly, all Producers have the right to assert
reclamation claims against the Debtors, and the Debtors have
represented that a great number have done so.  The Producers are
also entitled to assert oil and gas liens, entitling them to
claim secured status that, by definition, unsecured creditors
cannot claim.  Moreover, some state laws grant producers a
constructive trust on the oil and gas they supply, as well as on
their proceeds.  Unsecured creditors lack those rights, Mr.
Busenkell asserted.

According to Mr. Busenkell, the number of suppliers and producers
is very large, and their interests are very substantial.  The
Debtors had estimated that before the bankruptcy filing, they
purchased oil and gas from approximately 1,000 Producers.  
Because of the nature of the oil and gas business, Mr. Busenkell
states the debt held by the Producers is in the hundreds of
millions of dollars.

Mr. Busenkell insisted that the appointment of a Producers
Committee will assist in the administration of the Debtors
estate.  He says that due to the absence of a Producers
Committee, the Producers have been compelled to file a multitude
of pleadings addressing the various issues of their claims, and
this will likely increase as more and more Producers become aware
of the proceedings.

Mr. Busenkell maintained that having a committee will serve to
alleviate the compulsion to file individual pleadings.  He
submits that absent a producers' committee, the Debtors will not
have a single representative of the  1,000 Producers with whom to
negotiate plan provisions relating to the multitude of interim
motions and procedures that will arise.

                        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).


SIGNATURE PARTNERSHIP: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Signature Partnership, LLC
        7020 Church Street, Unit 6
        Brentwood, TN 37027

Bankruptcy Case No.: 08-07482

Type of Business: The Debtor is into real estate business.

Chapter 11 Petition Date: August 22, 2008

Court: Middle District of Tennessee (Nashville)

Debtor's Counsel: Robert L. Scruggs, Esq.
                  Robert L. Scruggs Attorney
                  2525 21st Avenue South
                  Nashville, TN 37212
                  Tel: (615) 309-7090
                  Fax: (615) 309-7046
                  Email: bankruptcy@scruggs-law.com

Estimated Assets: Less than $50,000

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

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

     http://bankrupt.com/misc/tnmb08-07482.pdf


SLM CORP: Moody's Rates Preferred Stock Ba1
--------------------------------------------
Moody's Investors Service placed the ratings of SLM Corp. under
review for possible downgrade.  The rating action follows SLM's
announcement that it has amended its ABCP facility to reduce the
commitment amounts for both FFELP loans and private education
loans.

Ratings of SLM Corp. are on review for possible downgrade:

  -- Senior unsecured debt at Baa2
  -- Subordinate shelf at (P) Baa3
  -- Preferred stock at Ba1

During its review Moody's will evaluate SLM's business and funding
plans regarding both private education loans and FFELP loans,
including the company's progress in accessing term funding markets
for ABS and potentially unsecured debt.  Private education loans
are an increasingly important profit engine for the company, and a
reduction in the ability to originate and fund these loans could
be problematic, in Moody's view.

During the review Moody's will also evaluate SLM's plans for
developing Sallie Mae Bank as a funding vehicle for private
education loan originations.  Moody's will also evaluate SLM's
plan for achieving compliance with the terms and conditions of the
FDIC's Cease and Desist Order relating to compliance management
and certain co-branded marketing practices at Sallie Mae Bank.

Headquartered in Reston, VA, SLM is the nation's leading provider
of saving- and paying-for-college programs.  The company manages
approximately $172 billion in education loans and serves 10
million student and parent customers.


SLM TRANS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: SLM Trans Inc.
        8401 Corporate Drive, Suite 230
        Landover, MD 20785  

Bankruptcy Case No.: 08-60477

Type of Business: The Debtor is a U.S. mail contractor.

Chapter 11 Petition Date: August 28, 2008

Court: Southern District of Illinois (Effingham)

Debtor's Counsel: John F Theil, Esq.
                  (jranger@johntheil.com)
                  120 South Central Avenue, Suite 1550
                  St. Louis, MO 63105
                  Tel: (314) 725-1725
                  Fax: (314) 725-5754
         
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.


SMARTIRE SYSTEMS: Sells Conv. Debentures to Xentenial for $100,000
------------------------------------------------------------------
SmarTire Systems Inc. sold a secured convertible debenture to
Xentenial Holdings Limited in the principal amount of $100,000 on
August 15, 2008.  No fees were withheld from the proceeds, which
were received on August 19, 2008.

Under the terms of this secured convertible debenture, the company
is required to repay principal, together with accrued interest
calculated at an annual rate of twelve percent (12%), on or before
August 15, 2011.  

Interest may be paid either in cash or in shares of its common
stock valued at the closing bid price on the trading day
immediately prior to the date paid, at its option.  The secured
convertible debenture is secured by all of its assets.  

Subject to a restriction, all or any part of principal and
interest due under the secured convertible debenture may be
converted at any time at the option of the holder into shares of
our common stock.  The conversion price in effect on any
conversion date shall be equal to the lesser of:

     a) $0.0573 or;

     b) (80%) of the lowest volume weighted average price of its
        common stock during the 30 trading days immediately
        preceding the conversion date as quoted by Bloomberg, LP.

The conversion price is subject to adjustment in the event the
company issues any shares of common stock at a price per share
less than the conversion price then in effect, in which event,
subject to certain agreed exceptions, the conversion price will be
reduced to the lower purchase price.

The secured convertible debenture contains a contractual
restriction on beneficial share ownership.  It provides that the
holders may not convert the convertible debenture, or receive
shares of its common stock as payment of interest, to the extent
that the conversion or the receipt of the interest payment would
result in such holder, together with its affiliates, beneficially
owning in excess of 4.99% of its then issued and outstanding
shares of common stock.

This beneficial ownership limitation may be waived by the holder
upon not less than 65 days' notice to us.

An event of default will occur under the convertible debenture if
any of the following occurs:

   -- any default (not waived by the holder) in the payment of the
      principal of, interest on or other charges in respect of the
      convertible debentures;

   -- the company or any of its subsidiaries become bankrupt or
      insolvent;

   -- the company or any of its subsidiaries default in any of its
      obligations under any other indebtedness in an amount
      exceeding $100,000;

   -- the company's common stock ceases to be quoted for trading
      or listed for trading on any of the Nasdaq OTC Bulletin
      Board, the New York Stock Exchange, American Stock Exchange,
      the NASDAQ Capital Market or the NASDAQ National Market and
      is not again quoted or listed for trading on any primary
      market within 5 trading days of such delisting;

   -- the company or any subsidiary experiences a change of
      control;

   -- the company fail to use its best efforts to file, within
      30 days of demand by the Investors and provided that at
      least 30 days have passed since any other registration
      statement filed by the company has been declared
      effective by the SEC, with the SEC a registration statement
      on Form S-1 or SB-2 under the Securities Act ;

   -- if the effectiveness of the registration statement lapses
      for any reason or the holder of the 10% convertible
      debenture is not permitted to resell the underlying shares
      of common stock, in either case, for more than five trading
      days or an aggregate of eight trading days;

   -- the company fail to deliver common stock certificates to a
      holder prior to the fifth trading day after a conversion
      date or it fails to provide notice to a holder of its
      intention not to comply with requests for conversions of the
      convertible debentures;

   -- the company fails to deliver the payment in cash pursuant to
      a "buy-in" within three days after notice is claimed
      delivered; or;

   -- the company fails to observe or perform any other material
      covenant or agreement contained in or otherwise materially
      breach or default under any other provision of the
      convertible debenture which is not cured within the
      applicable cure periods.

Upon an event of default, the full principal amount of the
convertible debentures, together with accrued and unpaid interest
will become, at the holder's election, immediately due and payable
in cash or, at the election of the holder, shares of its common
stock.

Furthermore, in addition to any other remedies, the holder will
have the right to convert the convertible debenture at any time
after an event of default or the maturity date at the then
effective conversion price.  If an event of default occurs, the
company may be unable to immediately repay the amount owed, and
any repayment may leave us with little or no working capital in
its business.

In the event of any issuances of shares of common stock or rights,
options, warrants or securities convertible or exercisable into
common stock at a price per share of common stock less than the
conversion price of the convertible debentures, the conversion
price of such convertible debentures will be reduced to the lower
purchase price.

In addition, the conversion price of the convertible debentures
will be subject to adjustment in connection with any subdivision,
stock split, combination of shares or recapitalization.  No
adjustment will be made as a result of issuances of securities or
interests upon the conversion, exchange or exercise of any right,
option, warrant obligation or security outstanding immediately
prior to the date of execution of the security purchase agreement
and exercises of options to purchase shares of common stock issued
for compensatory purposes pursuant to any of our stock option or
stock purchase plans.

In addition, the company will pay the holder 100% of the proceeds,
in cash, of any pending or future litigation, with such payments
to be applied to principal or interest on this debenture or other
debentures issued by the company to the holder, at the sole
discretion of the holder.

                      About SmarTire Systems

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR) -- http://smartire.com/-- develops,   
subcontracts its manufacturing, and markets tire pressure
monitoring systems (TPMSs), which monitor tire pressure and tire
temperature in a range of vehicles.  The company sells TPMSs for
trucks, buses, recreational vehicles, passenger cars and
motorcycles. It has three wholly owned subsidiaries: SmarTire
Technologies Inc., SmarTire USA Inc. and SmarTire Europe Limited.

SmarTire Systems Inc.'s consolidated balance sheet at April 30,
2008, showed $3,240,386 in total assets, $38,162,990 in total
liabilities, and $3,565,585 in preferred shares, resulting in a
$38,488,189 stockholders' deficit.

                        Going Concern Doubt

BDO Dunwoody LLP, in Vancouver, Canada, expressed substantial
doubt about SmarTire Systems Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended July 31, 2007, and 2006.  The
auditing firm pointed to the company's accumulated deficit and
working capital deficiency.

The company has incurred recurring operating losses and as of
April 30, 2008, had an accumulated deficit of $146,822,824 and a
working capital deficiency of $33,864,927 of which $33,739,519 is
potentially convertible into shares of common stock of the
company, subject to certain restrictions.


SONITROL CORP: S&P Withdraws 'B' After Stanley Works' Buyout
------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B'
corporate credit and bank loan ratings on Sonitrol Corp. following
the close of its acquisition by The Stanley Works Co. (A/Stable/A-
1) for $276 million in cash. Sonitrol provides security monitoring
and related services to commercial customers in North America.


STEVE & BARRY'S: Court OKs Cooley Godward as Committee Counsel
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approved the application of the Official Committee of
Unsecured Creditors of Steve and Barry's LLC and its debtor-
affiliates to retain Cooley Godward Kronish LLP as its counsel.

Julie Minnick Bowen, co-chair of the Creditors Committee, says
Cooley's expertise in retail reorganizations in Chapter 11 places
the firm in a position whereby it can provide efficient and cost-
effective representation to Committee.

Cooley has represented creditors committees in Chapter 11 retail
proceedings, including Bob's Stores; Carson Pirie Scott;
Florsheim; Goody's; and Levitz Home Furnishings.

As counsel, Cooley's duties will include:

   (a) reviewing financial information furnished by the Debtors;

   (b) negotiating budget and the use of cash collateral;

   (c) reviewing and investigating liens of purported secured
       parties;

   (d) advising the Creditors Committee as to the ramifications
       regarding all of the Debtors' activities and motions
       before the Court;

   (e) coordinating efforts to sell asset of the Debtors to
       maximize value for unsecured creditors; and

   (f) performing other legal services, as necessary or proper.

Cooley's professionals will be paid their standard hourly rates,
and the firm will be reimbursed for actual and necessary charges.  
Cooley's current hourly rates, which are subject to periodic
adjustments, are:

          Professional                    Hourly Rate
          ------------                    -----------
          Jay R. Indyke, Partner                 $760
          Cathy Hershcopf, Partner                680
          Gregory G. Plotko, Associate            535
          Brent I. Weisenberg, Associate          525
          Richelle Kalnit, Associate              375

Cathy Hershcopf, Esq., a member of Cooley, relates that her firm
has in the past represented, currently represents, and may in the
future represent entities that are claimants of the Debtors in
matters unrelated to their Chapter 11 cases.  Because of Cooley's
large and diversified legal practice, the firm may represent
financial institutions and commercial entities, which are or may
consider themselves to be creditors or parties-in-interest in the
Debtors' bankruptcy cases.

These entities include:

    -- Great American Group
    -- Hilco
    -- Tiger Asset Management
    -- Gordon Brothers Retail Partners
    -- Westfields Holdings, LLC
    -- American Express
    -- General Electric Company and its affiliate General
       Electric Aviation
    -- Simon Property Group, L.P.

However, Ms. Hershcopf assures the Court that Cooley does not
have an interest adverse to the Debtors' estate.  Moreover, no
attorney at Cooley, among other things, holds a direct or
indirect equity interest in the Debtors or has a right to acquire
an interest.

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed  
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

When the Debtors filed for bankruptcy, it listed $693,492,000 in
total assets and $638,086,000 in total debts.


STEVE & BARRY'S: Loughlin as Panel Financial Advisor Approved
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approved the application of the Official Committee of
Unsecured Creditors of Steve and Barry's LLC and its debtor-
affiliates to retain Loughlin Meghji + Company as its financial
advisor.

Loughlin's practice consists of senior financial, management
consulting, accounting and other professionals who specialize in
providing financial, business and strategic assistance typically
in distressed business settings, Julie Minnick Bowen of General
Growth Properties, Inc., the co-chair of the Creditors Committee,
relates.

As the Creditors Committee's financial advisor, Loughlin will
assist and advise the Committee:

   (a) in the analysis of the Debtors' current financial
       position;

   (b) in its analysis of the Debtors' business plans, cash flow
       projections, restructuring programs, selling, general and
       administrative structure, and other reports and analyses
       prepared to assess the business viability of the Debtor;
       the reasonableness of projections and underlying
       assumptions; the impact of market conditions on forecast
       results of the Debtor; and the viability of any
       restructuring strategy pursued by the Debtors or other
       parties-in-interest;

   (c) in its analysis of proposed transactions for which the
       Debtors seek Court approval, including evaluation of
       competing bids in connection with sale of corporate
       assets, use of cash collateral, and management
       compensation; and

   (d) in other services, as may be necessary and advisable to
       support the Services.

Loughlin will be paid in accordance with its standard hourly
rates:

          Professional                    Hourly Rate
          ------------                    -----------
          Principal/Managing Director     $625 - $750
          Director                         425 -  495
          Senior Associate                        375
          Associate                               325
          Analyst                                 250
          Paraprofessional                        125

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

According to Ms. Bowen, Loughlin will be paid a blended hourly
rate of $425 for services provided.  In addition, the firm has
agreed that charges through August 12, 2008 -- the initial sale
closing date -- would be the lower of $75,000 or the sum of the
actual hours incurred, multiplied by the $425 blended hourly
rate.

Kenneth Simon, a managing director at Louhglin, informs the Court
that the firm may have provided and may currently provide
services, and likely will continue to provide services, to
certain of the creditors and parties-in-interest of the Debtors
in matters unrelated to their Chapter 11 cases.

Mr. Simon tells the Court that the firm will maintain its
customary confidential procedures in connection with the services
it provides in the Debtors' Chapter 11 cases in order to preserve
confidential client information.

Mr. Simon discloses that certain interest parties are or may be
adverse to or involved in litigation matters with Loughlin in
connection with matters unrelated to the Debtors' bankruptcy
cases.  Loughlin will not provide any services to these creditors
or their attorneys or accountants in matters related to the
Debtors' Chapter 11 cases without the Court's approval, he
assures the Court.

Moreover, Loughlin is a disinterested person, as the term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b) of the Bankruptcy Code, Mr. Simon attests.

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed  
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

When the Debtors filed for bankruptcy, it listed $693,492,000 in
total assets and $638,086,000 in total debts.


STEVE & BARRY'S: Sinomax, et al., Say Containers Not Estate-Owned
-----------------------------------------------------------------
Sinomax International (HK) Ltd. joins in on the request of AGI
Logistics, Inc., AGI Logistics USA LLC, and AGI Logistics
Foreign Holdings, LLC, to declare that the 148 containers --
Arrested Cargo -- of merchandise warehoused in and around
Columbus, Ohio is not property of the bankruptcy estates of Steve
and Barry's LLC and its debtor-affiliates under Section 541 of the
Bankruptcy Code, and, thus, may be subject to continuing arrest
and judicial sale in the Admiralty Proceeding.

According to Sinomax's counsel, Tracy Klestadt, Esq., at Klestadt
& Winters, LLP, in New York, the company has property subject to
the Lift Stay Motion of AGI Logistics, Inc., AGI Logistics USA
LLC, and AGI Logistics Foreign Holdings, LLC.

Sinomax International (HK) Ltd. specializes in the manufacture of
woven garments.  The company has a contingent unsecured claim
against the Debtors for $1,179,722 -- which represents $842,726
in product ordered and shipped, with payment due upon
presentation of a sight draft to the consignee bank, and $336,996
in product ordered but still remaining at the production
facility.

Sinomax, as holder of title to the Arrested Cargo is substantially
in the same position as AGI, except that AGI's interests arises
from its lien rights in the Cargo.  Arguably, Sinomax's position
vis-a-vis its Shipped Product, similar to that of other vendors,
is stronger than AGI because Sinomax's legal title in the Shipped
Product forms the basis of AGI's argument that the automatic stay
should be lifted because the Debtor has no equity in the Cargo,
Mr. Klestadt tells the Court.

Accordingly, Sinomax ask the the Court to (i) declare the Shipped
Product as not a property of the estate and (ii) lift the stay to
allow it to proceed with disposition of the Shipped Product and
Stock in the event not purchased by the stalking horse bidder of
substantially all of the Debtors' assets, BH S&B Holdings, LLC.

Separately, the Atraco Industrial Enterprises, Ashton Apparels EPZ
Limited, Atraco International (Bahrain) WLL and Citadel Garment
Co. -- and the Embee Parties (Embee)-- Embee Readymade Garments
Ind. LLC, Griffy S.A., Embee Apparels Pvt. Ltd. and Embee
International Ind. -- support the request of AGI.

Atraco and Embee, both unaffiliated, are garment manufacturers
based in Dubai, United Arab Emirates.

Debtor 4004 Incorporated contracted with each of Atraco and Embee
for the purchase of certain garments.  At the Debtor's direction,
the Garments were shipped in containers by and through AGI, 4004
Inc.'s nominated freight forwarder.

Robin E. Keller, Esq., at Lovells LLP, in New York, relates that
on July 3, 2008, the District Court of Ohio, Eastern Division,
issued, at AGI's request, an order to arrest 148 containers of
cargo, in rem.  The Garments are contained in the Arrested
Containers.

AIG has indicated in its Lift Stay Motion that the containers
under its possession total 282, not 148.  In addition, AGI has
confirmed that in its possession or control in Ohio is an
additional container of Atraco Garments.  The Atraco Garment
Container does not appear on the list of Arrested Containers or
additional containers, according to Ms. Keller.

Ms. Keller informs the Court that the Debtor has not paid:

   (a) Atraco for the Atraco Garments, which are contained in
       eight of the Arrested Containers and the Atraco Garment
       Container, and include 9,923 cartons of articles of
       clothing.  The Atraco Garments aggregate $1,885,280.

   (b) Embee for the Embee Garments, which are contained in 10 of
       the Arrested Containers and include 10,757 cartons of
       articles of clothing.  The Embee Garments aggregate
       $1,045,604.

According to Ms. Keller, title to the Garments has not passed
from the suppliers to 4004 Inc.  Atraco and Embee retain full and
unequivocal title to the applicable Garments, and each has
delivered a stop transit notice to AGI in that respect, she
avers.

The Debtors now owe more than $3,000,000 for freight and other
transportation-related charges and expenses in connection with
the Containers.  These charges and expenses continue to accrue on
a daily basis and will increase significantly once demurrage,
detention, per diem charges, interest, legal fees and other
charges are calculated and added to AGI's asserted claim, Ms.
Keller states.  She notes that AGI has already asserted more than
$2,900,000 against the Debtors for delay damages under a certain
freight agreement.

If the automatic stay remains in place with respect to the
Containers and the Garments, AGI's claims against the Garments
could significantly reduce the return to Atraco and Embee from
the disposition of the Garments, or exceed the actual value of
the Garments -- thus, leaving the suppliers with no return at all
on the Garments, Ms. Keller points out.

Moreover, the conditions in which the Garments are contained are
not climate-controlled or intended for long-term storage of
apparel.  Atraco and Embee are concerned that the Garments have
been, and continue to be, subjected to the elements.  The longer
the automatic stay remains in place with respect to the
Containers and the Garments, the greater the risk that the
Garments will become damaged and their value will be reduced to
nothing, Ms. Keller asserts.

Atraco and Embee note that they do not join in AGI's request with
respect to, among other things, any of its arguments or
assertions that it has liens of any type on the Garments or other
cargo in the Containers.

In separate filings, Amardeep Garment Industries Pvt. Ltd., Ami
Apparels Pvt. Ltd., Binita Fashion Industries Pvt. Ltd., and
Destination Apparels (Pvt.) Ltd.; and A.R. Garment Industries,  
Broadway Garment Factory Ltd., Classic Fashion Apparel Limited
Company, and International British Garments Co. Ltd. joined in on
AGI's Lift Stay Motion to declare that their merchandise is not
property of the Debtors' estates.

Guangzhou Daisy U. Underwear Co. Ltd., Fujian Tiancheng Holdings
Knitwear & Home Textiles Imp & Exp Corp. Ltd., and Weihai Jucheng
Textile Co. Ltd., also support AGI's request.

                           Stipulation

After good-faith arm's length negotiations, the Debtors and AGI
have reached an agreement to, among other things, allow AGI,
effective as of August 26, 2008, to pursue its non-bankruptcy
rights and remedies in and to the goods covered by the bills of
lading, including without limitation, proceeding to judgment and
the subsequent sale of the Property under applicable non-
bankruptcy law without further court order.

A full-text copy of the Stipulation, including a five-page list
of certain containers of cargo, is available for free at

       http://bankrupt.com/misc/S&B_Stay_AGIstipulation.pdf

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.


TEXAS AFFORDABLE HOUSING: S&P Junks 2002B, 2002C Bond Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its standard long-term
rating on Texas State Affordable Housing Corp.'s (South Texas
Affordable Housing Corp.) multifamily mortgage revenue bonds
series 2002B to 'CCC' from 'B'. The outlook is negative. Standard
& Poor's also lowered its standard long-term rating on series
2002C to 'C' from 'CCC' and placed it on CreditWatch with negative
implications. In addition, Standard & Poor's affirmed its 'BB'
underlying rating (SPUR) on series 2002A. The outlook was revised
to negative from stable.

Standard & Poor's received a trustee notice dated Aug. 13, 2008.
It stated that MBIA, the project's bond insurer, informed the
borrower, South Texas Affordable Properties Corp. that the
borrower is in default because it failed to make debt service
payments as per the project's loan agreement, failed to maintain
the properties in good condition, and failed to provide required
reports and audits.

In the same notice, the trustee, Wells Fargo Bank N.A., also
informed the bondholders that there will be insufficient funds in
the series 2002B bond fund to make the scheduled debt service
payment on Sept. 1, 2008. The trustee expects to draw on the
series 2002B debt service reserve fund (DSRF) to make the
September 1 payment.

The trustee will also have insufficient funds to pay the series
2002C debt service payment, and will not make any payments on the
series 2002C debt on September 1. As of Aug. 11, 2008, there was
$10,754 in the series 2002C DSRF and $11,785 in the series 2002C
bond fund.


TYRONE HOSPITAL: Ex-CEO's Suit, Pension Claims Stall Bankruptcy
---------------------------------------------------------------
The Tyrone Daily Herald reports that at the annual Tyrone Hospital
Corporation meeting, the hospital's bankruptcy attorney, Jim
Walsh, gave an update on the status of Tyrone's bankruptcy, which
was filed last year.  

Mr. Walsh said two issues remain that hinders the determination of
the size of the unsecured creditors pool of the hospital.  The
issues include a lawsuit filed by a former chief executive and his
assistant and the claims of the PBGC of the pension plan for
hospital employees.  Once these issues are resolved, the
bankruptcy plan can move forward, he said, according to the
report.


USAA CREDIT: Moody's Rates $80 Mil. Class D Notes Ba3
-----------------------------------------------------
Moody's Investors Service assigned ratings to two classes of
privately-placed USAA Credit Card Master Owner Trust, VFN Series
2005-A notes. The notes are backed by a pool of receivables
generated by USAA-originated Visa and MasterCard credit card
accounts.

The complete rating action is as follows:

Issuer: USAA Credit Card Master Owner Trust

  -- Up to $133,689,839 Class C Asset Backed Notes, VFN Series
     2005-A, rated Baa3

  -- Up to $80,213,904 Class D Asset Backed Notes, VFN Series
     2005-A, rated Ba3

The ratings are based on the quality of the trust assets, the
transaction's legal and structural protections, including early
amortization triggers and credit enhancement in the form of
subordination, and the expertise of USAA as originator of the
accounts and servicer of the receivables.


VONAGE HOLDINGS: Tender Offer Extended Until September 15
---------------------------------------------------------
Vonage Holdings Corp. extended the expiration date of its offer to
purchase for cash any and all of its outstanding 5.0% Senior
Unsecured Convertible Notes due 2010.

As amended, the offer will now expire on Sept. 15, 2008, at 5:00
p.m., New York City time, unless further extended or earlier
terminated.

As reported in the Troubled Company Reporter on Aug. 1, 2008,
Vonage offered to purchase the notes at a price of $1,000 for
each $1,000 of principal amount of notes tendered, plus accrued
and unpaid interest up to, but not including, the date the notes
are paid pursuant to the offer.  The tender offer was conditioned
upon $185,000,000 minimum principal amount of Notes being validly
tendered and not properly withdrawn, the receipt by Vonage of the
proceeds from a $95 million senior secured first lien credit
facility and the issuance by Vonage and its wholly owned
subsidiary, Vonage America Inc., as co-issuers, of $90 million of
convertible secured second lien notes contemplated by the
commitment letter, dated July 22, 2008, between Vonage and Silver
Point Finance, LLC and satisfaction of certain other conditions.

Tenders of notes must be made before the expiration of the offer,
and Notes may be withdrawn at any time on or prior to the
expiration of the offer.  As of 5:00 p.m., New York City time on
Aug. 27, 2008, $252.74 million aggregate principal amount of Notes
have been validly tendered and not properly withdrawn.

Full details of the terms and conditions of the offer are
included in Vonage's Offer to Purchase dated July 30, 2008, as
amended.

Miller Buckfire & Co., LLC serves as dealer manager and D.F. King
& Co., Inc. as information agent in connection with the offer.

American Stock Transfer & Trust Company, LLC is the depositary for
the offer.

                    About Vonage Holdings Corp.

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband           
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business  
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail  for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

                        Going Concern Doubt

BDO Seidman, LLP, in Woodbridge, New Jersey, raised substantial
doubt as to Vonage Holdings Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.

As reported by the Troubled Company Reporter on May 12, 2008 that
Vonage Holdings's balance sheet at March 31, 2008, showed $458.3
million in total assets and $540.5 million in total liabilities,
resulting in an $82.2 million stockholders' deficit.


WOW CAFE: Ceases Operations at Mayfaire Town Center
---------------------------------------------------
The Star-News -- McClatchy-Tribune News Service reports that
Artisan Market & Cafe and WOW Cafe & Wingery, two restaurants at
the Mayfaire Town Center in Wilmington, North Carolina, closed
down about two weeks ago.  The report comments that the closures
follow The Sharper Image Corp.'s chapter 11 bankruptcy filing.

Mayfaire marketing director, Paige McKenzie, said that the
"[t]urnover is unfortunately going to occur from time to time,"
the Star News relates.  She added that Mayfaire has been fortunate
to only have few closings in more than four years.  Despite the
recent closures, "Mayfaire continues to grow," the Star News
quotes Ms. McKenzie as stating.

Artisan owner David Leinwand disclosed that the restaurant had
financial problems and was forced to close down on Aug. 17, 2008,
the Star News writes.  Artisan customers and its 30 workers were
short noticed.  Mr. Leinwand commented he "had a good business"
but there were "too many obstacles at Mayfaire," the Star News
relates.  He added that Mayfaire hardly brought in customers.

Brad Walker, franchisee of WOW's Mayfaire location, won't answer
telephone calls, the Star News says.

According to Mr. Leinwand, the opening of The Fresh Market in
March 2007 "destroyed" his restaurant's revenues from gourmet
products, the Star News reports.  He alleged that Mayfaire refused
to give him assistance after the larger competitor came.  He said
that Mayfaire seemed to work "against" them, the Star News
reveals.

Mr. Leinwand, according to the Star News, disclosed he won't open
another restaurant nor transfer Artisan to another area.  He said
he had been in the restaurant business for 29 and "had enought of
it," the Star News adds.

Mayfaire opened around March 2004.  Its tenants include Macy's and
Belk.  Wow Cafe opened in October 2006 and closed on Aug. 13,
2008, according to the report.  Artisan opened in August 2004.


* Deloitte Will Continue to Face $300MM Malpractice Suit
--------------------------------------------------------
Law360 reports that Judge Sidney H. Stein of the U.S. District
Court for the Southern District of New York refused to dismiss a
$300 million suit against Deloitte & Touche USA LLP that accuses
it of neglecting to investigate allegedly improper accounting by
insiders of DVI, Inc.

DVI, Inc., the parent company of DVI Financial Services, Inc., and
DVI Business Credit Corporation, provide lease or loan financing
to healthcare providers for the acquisition or lease of
sophisticated medical equipment.  The Company, along with its
affiliates, filed for chapter 11 protection (Bankr. Del. Case
No. 03-12656) on Aug. 25, 2003.  Bradford J. Sandler, Esq., at
Adelman Lavine Gold and Levin PC, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,866,116,300 in total assets and
$1,618,751,400 in total debts.  On Nov. 24, 2004, Judge Walrath
confirmed the Amended Joint Plan of Liquidation filed by DVI,
Inc., and its debtor-affiliates.


* SEC Sets Timetable of Reporting Conversion from GAAP to IFRS
--------------------------------------------------------------
The five commissioners of the Securities and Exchange Commission
voted unanimously on a plan to allow public companies to use
International Financial Reporting Standards (IFRS) instead of the
U.S. standards known as the Generally Accepted Accounting
Principles (GAAP), reports say.

The companies may adopt the international standards starting 2010.  
The SEC may require public companies to use IFRS starting in 2014
depending on the outcome of their study between those years,
according to Marcy Gordon of Associated Press.  The completion
deadline of the switch is 2016.  If the SEC decides to make the
change mandatory, it will formally adopt the proposal after a 60-
day public comment period, the report says.

Investor advocates and key lawmakers object to the change with
respect to the timetable of the convergence.  Some critics believe
it will cause investors to lose an important source of information
used in decision-making, according to the report.  It will also
make comparison of results of companies that use different
standards harder.  

The IFRS system is generally considered more flexible than the
method of the GAAP and will benefit large U.S. companies with
foreign subsidiaries that now maintain two different sets of
books.


* BOND PRICING: For the Week of Aug. 25 - Aug. 29, 2008
-------------------------------------------------------
Issuer                   Coupon       Maturity     Bid Price
------                   ------       --------     ---------
ABC RAIL PRODUCT           10.5      1/15/2004       99.9800
ABC RAIL PRODUCT           10.5     12/31/2004       99.9800
ACCURIDE CORP               8.5       2/1/2015       63.2500
ADVANCED MED OPT           3.25       8/1/2026       68.7900
AIRTRAN HOLDING             5.5      4/15/2015       67.5810
AIRTRAN HOLDINGS              7       7/1/2023       69.7980
ALBERTSON'S INC            6.52      4/10/2028       69.3640
ALESCO FINANCIAL           7.63      5/15/2027       41.0000
ALION SCIENCE             10.25       2/1/2015       67.0000
ALLEGIANCE TEL            11.75      2/15/2008        0.0010
ALLEGIANCE TEL            12.88      5/15/2008        0.0010
AMBAC INC                  6.15       2/7/2087       39.5000
AMBASSADORS INTL           3.75      4/15/2027       53.0000
AMD                        5.75      8/15/2012       67.7090
AMD                           6       5/1/2015       57.7500
AMER & FORGN PWR              5       3/1/2030       50.0000
AMER AXLE & MFG            5.25      2/11/2014       57.2700
AMER AXLE & MFG            7.88       3/1/2017       55.0000
AMER INTL GROUP            5.75      3/15/2067       70.1277
AMERICREDIT CORP           0.75      9/15/2011       60.3750
AMERICREDIT CORP           2.13      9/15/2013       59.7500
AMES TRUE TEMPER             10      7/15/2012       64.0000
AMR CORP                      9       8/1/2012       62.6970
AMR CORP                      9      9/15/2016       66.0000
AMR CORP                    9.2      1/30/2012       57.0000
AMR CORP                   9.75      8/15/2021       57.2000
AMR CORP                    9.8      10/1/2021       59.7500
AMR CORP                   9.88      6/15/2020       56.7500
AMR CORP                     10      4/15/2021       49.0700
AMR CORP                  10.15      5/15/2020       49.9500
AMR CORP                   10.2      3/15/2020       52.6250
ASHTON WOODS USA            9.5      10/1/2015       58.2500
ASPECT MEDICAL              2.5      6/15/2014       57.7500
ATHEROGENICS INC            1.5       2/1/2012       11.0000
ATHEROGENICS INC            4.5       3/1/2011       11.3000
AVENTINE RENEW               10       4/1/2017       64.0000
AVIS BUDGET CAR            7.75      5/15/2016       68.5000
BALLY TOTAL FITN             13      7/15/2011       45.0000
BANK NEW ENGLAND           8.75       4/1/1999        5.7500
BANK NEW ENGLAND            9.5      2/15/1996       17.0000
BANK NEW ENGLAND           9.88      9/15/1999        4.9500
BANKUNITED CAP             3.13       3/1/2034       29.0000
BAUSCH & LOMB              7.13       8/1/2028       66.5000
BB&T CAPT TR IV            6.82      6/12/2057       69.0000
BBN CORP                      6       4/1/2012        0.0100
BEARINGPOINT INC            4.1     12/15/2024       32.9725
BEAZER HOMES USA            6.5     11/15/2013       64.6200
BEAZER HOMES USA           6.88      7/15/2015       64.7500
BEAZER HOMES USA           8.13      6/15/2016       69.8100
BOISE CASCADE              7.13     10/15/2014       70.0000
BON-TON DEPT STR          10.25      3/15/2014       48.0000
BORDEN INC                 7.88      2/15/2023       31.5000
BORDEN INC                 8.38      4/15/2016       34.3090
BORDEN INC                  9.2      3/15/2021       60.0000
BOWATER INC                 6.5      6/15/2013       55.5000
BOWATER INC                 9.5     10/15/2012       60.0110
BRODER BROS CO            11.25     10/15/2010       69.0000
BUDGET GROUP INC           9.13       4/1/2006        0.0870
BUFFETS INC                12.5      11/1/2014        3.0000
BURLINGTON NORTH            3.2       1/1/2045       54.1020
CAPITAL 1 IV               6.75      2/17/2037       66.6880
CAPITALSOURCE                 4      7/15/2034       68.5000
CCH I LLC                  9.92       4/1/2014       50.0000
CCH I LLC                    10      5/15/2014       49.0000
CCH I LLC                 11.13      1/15/2014       50.2500
CELL GENESYS INC           3.13      11/1/2011       47.0000
CELL THERAPEUTIC           5.75     12/15/2011       20.5000
CHAMPION ENTERPR           2.75      11/1/2037       49.4640
CHANDLER USA INC           8.75      7/16/2014       70.0000
CHARMING SHOPPES           1.13       5/1/2014       66.0940
CHARTER COMM HLD             10      5/15/2011       62.7500
CHARTER COMM HLD          11.13      1/15/2011       56.1600
CHARTER COMM HLD          11.75      5/15/2011       65.0000
CHARTER COMM INC            6.5      10/1/2027       37.4250
CHENIERE ENERGY            2.25       8/1/2012       34.1250
CIENA CORP                 0.88      6/15/2017       67.5020
CIT GROUP INC                 5      2/13/2014       73.0000
CIT GROUP INC                 5       2/1/2015       66.9140
CIT GROUP INC              5.13      9/30/2014       72.5470
CIT GROUP INC              5.25     11/15/2011       68.0000
CIT GROUP INC               5.4      1/30/2016       70.0000
CIT GROUP INC              5.65      2/13/2017       69.0000
CIT GROUP INC               5.8     12/15/2016       55.5000
CIT GROUP INC              5.85      9/15/2016       69.5000
CIT GROUP INC              5.85      3/15/2022       57.0000
CIT GROUP INC               5.9      3/15/2022       51.5100
CIT GROUP INC              5.95      9/15/2016       59.0000
CIT GROUP INC              5.95      2/15/2022       54.1820
CIT GROUP INC                 6     11/15/2016       58.0030
CIT GROUP INC                 6       4/1/2036       70.7250
CIT GROUP INC              6.05      9/15/2016       58.9000
CIT GROUP INC               6.1      3/15/2067       40.5000
CIT GROUP INC              6.15      1/15/2013       68.5000
CIT GROUP INC              6.15      9/15/2021       51.0000
CIT GROUP INC               6.2      8/15/2016       59.7500
CIT GROUP INC              6.25     11/15/2017       59.7600
CIT GROUP INC              6.25      9/15/2021       55.5000
CIT GROUP INC              6.25     11/15/2021       54.4500
CIT GROUP INC              7.25      3/15/2013       68.6780
CITIZENS UTIL CO              7      11/1/2025       67.0000
CITIZENS UTIL CO           7.45       7/1/2035       77.5000
CLAIRE'S STORES            9.25       6/1/2015       42.2500
CLAIRE'S STORES            9.63       6/1/2015       28.5000
CLAIRE'S STORES            10.5       6/1/2017       37.2500
CLEAR CHANNEL               4.9      5/15/2015       46.5000
CLEAR CHANNEL                 5      3/15/2012       62.6500
CLEAR CHANNEL               5.5      9/15/2014       49.0000
CLEAR CHANNEL               5.5     12/15/2016       44.7500
CLEAR CHANNEL              5.75      1/15/2013       57.0000
CLEAR CHANNEL              6.88      6/15/2018       47.1000
CLEAR CHANNEL              7.25     10/15/2027       43.0000
CMP SUSQUEHANNA            9.88      5/15/2014       63.5000
COEUR D'ALENE              3.25      3/15/2028       67.5000
COGENT COMMUNICA              1      6/15/2027       51.9630
COLLINS & AIKMAN          10.75     12/31/2011        0.0100
COLUMBIA/HCA                7.5     11/15/2095       68.0000
COMERICA CAP TR            6.58      2/20/2037       52.0000
COMPLETE MGMT                 8      8/15/2003       99.9800
COMPUCREDIT                3.63      5/30/2025       35.4140
COMPUCREDIT                5.88     11/30/2035       31.2500
CONSTAR INTL                 11      12/1/2012       36.7500
COOPER-STANDARD            8.38     12/15/2014       68.5000
DECODE GENETICS             3.5      4/15/2011       32.1000
DELPHI CORP                 6.2     11/15/2033        0.8750
DELPHI CORP                 6.5      8/15/2013       13.2500
DELPHI CORP                8.25     10/15/2033        1.0460
DELTA AIR LINES               8      12/1/2015       38.0000
DELTA MILLS INC            9.63       9/1/2007        9.4060
DEX MEDIA INC                 8     11/15/2013       59.8750
DIVA SYSTEMS              12.63       3/1/2008        0.0010
ENCOMPASS SERVIC           10.5       5/1/2009        0.0060
EPIX MEDICAL INC              3      6/15/2024       60.7500
EQUISTAR CHEMICA           7.55      2/15/2026       66.0630
EXODUS COMM INC            4.75      7/15/2008        0.0060
EXODUS COMM INC            5.25      2/15/2008        0.0050
EXPRESSJET HLDS           11.25       8/1/2023       61.0000
FEDDERS NORTH AM           9.88       3/1/2014        1.2500
FIBERTOWER CORP               9     11/15/2012       69.0000
FIFTH THIRD BANC            4.5       6/1/2018       68.7590
FIFTH THIRD BANK           4.75       2/1/2015       69.5490
FIFTH THIRD CAP             6.5      4/15/2037       54.0000
FINLAY FINE JWLY           8.38       6/1/2012       31.0000
FINOVA GROUP                7.5     11/15/2009       10.7920
FIRST DATA CORP             4.7       8/1/2013       51.0000
FIRST DATA CORP            4.85      10/1/2014       45.0000
FIRST DATA CORP            4.95      6/15/2015       40.1000
FIRST DATA CORP            5.63      11/1/2011       54.2700
FIRST TENN CAP             8.07       1/6/2027       56.5000
FIVE STAR QUALIT           3.75     10/15/2026       63.5000
FORD HOLDINGS               9.3       3/1/2030       55.0500
FORD HOLDINGS              9.38       3/1/2020       55.7100
FORD MOTOR CO              4.25     12/15/2036       66.6410
FORD MOTOR CO              6.38       2/1/2029       42.0000
FORD MOTOR CO               6.5       8/1/2018       48.0000
FORD MOTOR CO              6.63      2/15/2028       41.2600
FORD MOTOR CO              6.63      10/1/2028       44.0060
FORD MOTOR CO              7.13     11/15/2025       44.5300
FORD MOTOR CO              7.45      7/16/2031       51.9500
FORD MOTOR CO               7.5       8/1/2026       44.8000
FORD MOTOR CO               7.7      5/15/2097       41.7630
FORD MOTOR CO              7.75      6/15/2043       45.6250
FORD MOTOR CO               8.9      1/15/2032       54.0000
FORD MOTOR CO              9.22      9/15/2021       52.5000
FORD MOTOR CO              9.95      2/15/2032       56.5440
FORD MOTOR CO              9.98      2/15/2047       57.4000
FORD MOTOR CRED               5      1/20/2011       67.9300
FORD MOTOR CRED               5      2/22/2011       69.1750
FORD MOTOR CRED             5.1      2/22/2011       67.7000
FORD MOTOR CRED             5.2      3/21/2011       67.0000
FORD MOTOR CRED            5.25      9/20/2011       64.2590
FORD MOTOR CRED             5.3      3/21/2011       68.3300
FORD MOTOR CRED             5.4      9/20/2011       63.5000
FORD MOTOR CRED             5.4     10/20/2011       59.9800
FORD MOTOR CRED             5.4     10/20/2011       65.0000
FORD MOTOR CRED            5.45      4/20/2011       69.0000
FORD MOTOR CRED            5.45     10/20/2011       64.8750
FORD MOTOR CRED             5.5      4/20/2011       67.6500
FORD MOTOR CRED             5.5      9/20/2011       60.0000
FORD MOTOR CRED             5.5     10/20/2011       65.0000
FORD MOTOR CRED             5.6      8/22/2011       63.9850
FORD MOTOR CRED             5.6      9/20/2011       64.1250
FORD MOTOR CRED             5.6     11/21/2011       63.9190
FORD MOTOR CRED             5.6     11/21/2011       62.7750
FORD MOTOR CRED            5.65     12/20/2010       68.0000
FORD MOTOR CRED            5.65      7/20/2011       67.8610
FORD MOTOR CRED            5.65     11/21/2011       68.0800
FORD MOTOR CRED            5.65     12/20/2011       61.9000
FORD MOTOR CRED            5.65      1/21/2014       54.0000
FORD MOTOR CRED             5.7      5/20/2011       69.0000
FORD MOTOR CRED             5.7     12/20/2011       62.9700
FORD MOTOR CRED             5.7      1/20/2012       63.8510
FORD MOTOR CRED            5.75     12/20/2011       63.1700
FORD MOTOR CRED            5.75      2/21/2012       62.5000
FORD MOTOR CRED            5.75      1/21/2014       51.4900
FORD MOTOR CRED            5.75      2/20/2014       51.1800
FORD MOTOR CRED            5.75      2/20/2014       50.0000
FORD MOTOR CRED             5.8      8/22/2011       65.4300
FORD MOTOR CRED            5.85      1/20/2012       64.1850
FORD MOTOR CRED             5.9      7/20/2011       66.3100
FORD MOTOR CRED             5.9      7/20/2011       66.0430
FORD MOTOR CRED             5.9      2/21/2012       65.0000
FORD MOTOR CRED             5.9      2/20/2014       55.7520
FORD MOTOR CRED               6      1/20/2012       63.9460
FORD MOTOR CRED               6      1/21/2014       52.1500
FORD MOTOR CRED               6      3/20/2014       53.0000
FORD MOTOR CRED               6      3/20/2014       49.5000
FORD MOTOR CRED               6      3/20/2014       52.1140
FORD MOTOR CRED               6      3/20/2014       51.1300
FORD MOTOR CRED               6     11/20/2014       47.7200
FORD MOTOR CRED               6     11/20/2014       49.0000
FORD MOTOR CRED               6     11/20/2014       47.7800
FORD MOTOR CRED               6      1/20/2015       52.0000
FORD MOTOR CRED               6      2/20/2015       50.9760
FORD MOTOR CRED            6.05      6/20/2011       69.0000
FORD MOTOR CRED            6.05      3/20/2012       59.8080
FORD MOTOR CRED            6.05      2/20/2014       52.6330
FORD MOTOR CRED            6.05      3/20/2014       55.0000
FORD MOTOR CRED            6.05      4/21/2014       55.5000
FORD MOTOR CRED            6.05     12/22/2014       48.7140
FORD MOTOR CRED            6.05     12/22/2014       52.9140
FORD MOTOR CRED            6.05     12/22/2014       50.4490
FORD MOTOR CRED            6.05      2/20/2015       44.4880
FORD MOTOR CRED             6.1      6/20/2011       67.5400
FORD MOTOR CRED             6.1      2/20/2015       51.1200
FORD MOTOR CRED            6.15      5/20/2011       69.1850
FORD MOTOR CRED            6.15     12/22/2014       48.5800
FORD MOTOR CRED            6.15      1/20/2015       50.0750
FORD MOTOR CRED             6.2      5/20/2011       70.0000
FORD MOTOR CRED             6.2      6/20/2011       68.9940
FORD MOTOR CRED             6.2      4/21/2014       50.1000
FORD MOTOR CRED             6.2      3/20/2015       50.0000
FORD MOTOR CRED            6.25      6/20/2011       64.7500
FORD MOTOR CRED            6.25      6/20/2011       67.1320
FORD MOTOR CRED            6.25      2/21/2012       64.5380
FORD MOTOR CRED            6.25      3/20/2012       68.1335
FORD MOTOR CRED            6.25     12/20/2013       56.7500
FORD MOTOR CRED            6.25     12/20/2013       55.0000
FORD MOTOR CRED            6.25      4/21/2014       53.2720
FORD MOTOR CRED            6.25      1/20/2015       52.4030
FORD MOTOR CRED            6.25      3/20/2015       51.2500
FORD MOTOR CRED             6.3      5/20/2014       51.7950
FORD MOTOR CRED             6.3      5/20/2014       47.8750
FORD MOTOR CRED            6.35      4/21/2014       51.4400
FORD MOTOR CRED             6.5     12/20/2013       58.3750
FORD MOTOR CRED             6.5      2/20/2015       58.9900
FORD MOTOR CRED             6.5      3/20/2015       54.0000
FORD MOTOR CRED            6.52      3/10/2013       63.0310
FORD MOTOR CRED            6.55     12/20/2013       54.9510
FORD MOTOR CRED            6.55      7/21/2014       52.8300
FORD MOTOR CRED             6.6      3/20/2012       69.6620
FORD MOTOR CRED             6.6     10/21/2013       59.0000
FORD MOTOR CRED            6.65     10/21/2013       56.0810
FORD MOTOR CRED            6.65      6/20/2014       69.4000
FORD MOTOR CRED            6.75     10/21/2013       54.7200
FORD MOTOR CRED            6.75      6/20/2014       59.0000
FORD MOTOR CRED             6.8      6/20/2014       51.6960
FORD MOTOR CRED             6.8      6/20/2014       54.0000
FORD MOTOR CRED             6.8      3/20/2015       49.0000
FORD MOTOR CRED            6.85      9/20/2013       57.5000
FORD MOTOR CRED            6.85      5/20/2014       52.0500
FORD MOTOR CRED            6.85      6/20/2014       53.0000
FORD MOTOR CRED            6.95      5/20/2014       45.0000
FORD MOTOR CRED               7      8/15/2012       56.0000
FORD MOTOR CRED            7.05      9/20/2013       64.1200
FORD MOTOR CRED             7.1      9/20/2013       60.0420
FORD MOTOR CRED             7.1      9/20/2013       55.1920
FORD MOTOR CRED            7.25      7/20/2017       50.1420
FORD MOTOR CRED            7.25      7/20/2017       50.1420
FORD MOTOR CRED             7.3      4/20/2015       51.1600
FORD MOTOR CRED            7.35      9/15/2015       55.2155
FORD MOTOR CRED             7.4      8/21/2017       49.2970
FORD MOTOR CRED             7.5      8/20/2032       50.1600
FORD MOTOR CRED            7.55      9/30/2015      100.4000
FORD MOTOR CRED             7.9      5/18/2015       55.7500
FRANKLIN BANK               4.5       5/1/2027       26.5000
FREMONT GEN CORP           7.88      3/17/2009       50.5000
FRONTIER AIRLINE              5     12/15/2025       25.0000
GENERAL MOTORS             6.75       5/1/2028       41.1750
GENERAL MOTORS             7.13      7/15/2013       53.0000
GENERAL MOTORS              7.2      1/15/2011       64.0000
GENERAL MOTORS             7.38      5/23/2048       39.6000
GENERAL MOTORS              7.4       9/1/2025       42.0000
GENERAL MOTORS              7.7      4/15/2016       50.0000
GENERAL MOTORS              8.1      6/15/2024       45.0000
GENERAL MOTORS             8.25      7/15/2023       50.8250
GENERAL MOTORS             8.38      7/15/2033       50.4700
GENERAL MOTORS              8.8       3/1/2021       48.1880
GENERAL MOTORS              9.4      7/15/2021       51.7300
GENERAL MOTORS             9.45      11/1/2011       63.5000
GEORGIA GULF CRP          10.75     10/15/2016       51.5000
GLOBAL INDUS LTD           2.75       8/1/2027       62.2500
GLOBALSTAR INC             5.75       4/1/2028       63.0480
GMAC                       5.25      1/15/2014       46.0000
GMAC                       5.35      1/15/2014       43.3100
GMAC                        5.7      6/15/2013       47.0160
GMAC                        5.7     10/15/2013       43.5000
GMAC                        5.7     12/15/2013       43.5000
GMAC                       5.75      1/15/2014       54.6800
GMAC                       5.85      5/15/2013       42.5000
GMAC                       5.85      6/15/2013       46.9040
GMAC                       5.85      6/15/2013       47.0000
GMAC                       5.85      6/15/2013       48.3600
GMAC                        5.9     12/15/2013       41.0000
GMAC                        5.9     12/15/2013       45.1680
GMAC                        5.9      1/15/2019       41.0000
GMAC                        5.9      1/15/2019       37.9510
GMAC                        5.9      2/15/2019       40.0000
GMAC                        5.9     10/15/2019       39.5000
GMAC                          6      7/15/2013       49.3750
GMAC                          6     11/15/2013       45.0000
GMAC                          6     12/15/2013       48.8350
GMAC                          6      2/15/2019       42.4300
GMAC                          6      2/15/2019       39.5000
GMAC                          6      2/15/2019       42.0000
GMAC                          6      3/15/2019       38.0000
GMAC                          6      3/15/2019       37.0000
GMAC                          6      3/15/2019       41.0000
GMAC                          6      3/15/2019       37.0300
GMAC                          6      3/15/2019       39.0000
GMAC                          6      4/15/2019       35.0000
GMAC                          6      9/15/2019       39.5000
GMAC                          6      9/15/2019       37.0000
GMAC                       6.05      8/15/2019       41.2500
GMAC                       6.05      8/15/2019       39.5000
GMAC                       6.05     10/15/2019       40.1430
GMAC                        6.1      5/15/2013       52.7600
GMAC                        6.1     11/15/2013       47.9200
GMAC                        6.1      9/15/2019       39.7500
GMAC                       6.13     10/15/2019       39.7500
GMAC                       6.15      9/15/2013       79.9830
GMAC                       6.15     11/15/2013       46.0000
GMAC                       6.15     12/15/2013       46.5800
GMAC                       6.15      8/15/2019       38.0000
GMAC                       6.15      9/15/2019       40.7270
GMAC                       6.15     10/15/2019       40.0800
GMAC                        6.2     11/15/2013       41.0000
GMAC                        6.2      4/15/2019       40.0000
GMAC                       6.25      3/15/2013       48.7500
GMAC                       6.25      7/15/2013       45.0000
GMAC                       6.25     10/15/2013       41.7500
GMAC                       6.25     11/15/2013       41.6000
GMAC                       6.25     12/15/2018       38.0000
GMAC                       6.25      1/15/2019       35.5000
GMAC                       6.25      4/15/2019       37.5000
GMAC                       6.25      5/15/2019       37.0000
GMAC                       6.25      7/15/2019       37.5000
GMAC                        6.3      3/15/2013       51.2100
GMAC                        6.3     10/15/2013       40.0000
GMAC                        6.3     11/15/2013       43.0000
GMAC                        6.3      8/15/2019       41.5000
GMAC                        6.3      8/15/2019       39.5000
GMAC                       6.35      5/15/2013       52.2500
GMAC                       6.35      4/15/2019       40.9850
GMAC                       6.35      7/15/2019       38.9500
GMAC                       6.35      7/15/2019       42.0000
GMAC                       6.38       8/1/2013       47.0000
GMAC                       6.38      1/15/2014       42.9300
GMAC                        6.4      3/15/2013       51.2720
GMAC                        6.4     12/15/2018       40.1050
GMAC                        6.4     11/15/2019       47.5000
GMAC                        6.4     11/15/2019       39.6620
GMAC                       6.45      2/15/2013       49.7500
GMAC                        6.5      7/15/2012       48.3800
GMAC                        6.5      2/15/2013       49.2800
GMAC                        6.5      3/15/2013       47.2500
GMAC                        6.5      4/15/2013       43.5000
GMAC                        6.5      5/15/2013       47.5000
GMAC                        6.5      6/15/2013       43.0000
GMAC                        6.5      8/15/2013       53.2500
GMAC                        6.5     11/15/2013       41.9100
GMAC                        6.5      6/15/2018       37.5000
GMAC                        6.5     11/15/2018       41.5000
GMAC                        6.5     12/15/2018       38.8570
GMAC                        6.5     12/15/2018       40.4670
GMAC                        6.5      5/15/2019       38.2400
GMAC                        6.5      1/15/2020       45.0000
GMAC                        6.5      2/15/2020       37.0000
GMAC                       6.55     12/15/2019       39.0000
GMAC                       6.55     12/15/2019       44.0000
GMAC                        6.6      8/15/2016       42.2500
GMAC                        6.6      5/15/2018       38.6100
GMAC                        6.6      6/15/2019       38.3300
GMAC                        6.6      6/15/2019       40.7500
GMAC                       6.63     10/15/2011       53.6500
GMAC                       6.65      2/15/2013       48.0630
GMAC                       6.65      6/15/2018       40.3750
GMAC                       6.65     10/15/2018       42.8500
GMAC                       6.65     10/15/2018       39.5000
GMAC                       6.65      2/15/2020       40.0000
GMAC                        6.7      5/15/2014       42.4300
GMAC                        6.7      5/15/2014       44.5540
GMAC                        6.7      6/15/2014       41.9800
GMAC                        6.7      8/15/2016       45.6100
GMAC                        6.7      6/15/2018       39.0000
GMAC                        6.7      6/15/2018       40.0000
GMAC                        6.7     11/15/2018       37.2200
GMAC                        6.7      6/15/2019       36.4400
GMAC                        6.7     12/15/2019       37.0000
GMAC                       6.75      9/15/2011       59.3150
GMAC                       6.75     10/15/2011       58.4260
GMAC                       6.75     10/15/2011       54.2930
GMAC                       6.75      9/15/2012       47.9100
GMAC                       6.75      9/15/2012       48.5000
GMAC                       6.75     10/15/2012       49.8270
GMAC                       6.75      4/15/2013       46.3000
GMAC                       6.75      4/15/2013       47.0000
GMAC                       6.75      6/15/2014       45.0000
GMAC                       6.75      12/1/2014       55.6970
GMAC                       6.75      7/15/2016       39.5500
GMAC                       6.75      8/15/2016       40.7500
GMAC                       6.75      9/15/2016       43.2500
GMAC                       6.75      6/15/2017       45.2500
GMAC                       6.75      3/15/2018       38.3370
GMAC                       6.75      7/15/2018       39.0300
GMAC                       6.75      9/15/2018       40.5000
GMAC                       6.75     10/15/2018       39.6200
GMAC                       6.75     11/15/2018       41.5000
GMAC                       6.75      5/15/2019       42.0000
GMAC                       6.75      5/15/2019       38.3700
GMAC                       6.75      6/15/2019       42.5000
GMAC                       6.75      6/15/2019       42.0000
GMAC                       6.75      3/15/2020       42.7280
GMAC                        6.8      2/15/2013       45.1800
GMAC                        6.8      4/15/2013       47.1340
GMAC                        6.8      9/15/2018       39.6000
GMAC                        6.8     10/15/2018       39.8800
GMAC                       6.85      5/15/2018       39.0000
GMAC                       6.88      8/28/2012       57.5200
GMAC                       6.88     10/15/2012       48.7500
GMAC                       6.88      4/15/2013       51.8180
GMAC                       6.88      8/15/2016       38.9000
GMAC                       6.88      7/15/2018       40.0000
GMAC                        6.9      6/15/2017       42.0000
GMAC                        6.9      7/15/2018       37.8750
GMAC                        6.9      8/15/2018       38.0500
GMAC                       6.95      6/15/2017       39.8500
GMAC                          7     10/15/2011       55.5000
GMAC                          7      9/15/2012       49.5000
GMAC                          7     10/15/2012       50.3500
GMAC                          7     11/15/2012       48.3200
GMAC                          7     12/15/2012       51.0000
GMAC                          7      1/15/2013       49.0000
GMAC                          7      6/15/2017       39.1000
GMAC                          7      7/15/2017       45.2500
GMAC                          7      2/15/2018       39.5000
GMAC                          7      2/15/2018       42.5000
GMAC                          7      2/15/2018       42.2490
GMAC                          7      3/15/2018       40.5000
GMAC                          7      5/15/2018       41.4000
GMAC                          7      8/15/2018       41.2500
GMAC                          7      9/15/2018       39.9660
GMAC                          7      2/15/2021       41.0000
GMAC                          7      9/15/2021       41.7500
GMAC                          7      9/15/2021       40.5000
GMAC                          7      6/15/2022       39.6050
GMAC                          7     11/15/2023       44.5100
GMAC                          7     11/15/2024       38.8570
GMAC                          7     11/15/2024       41.0000
GMAC                          7     11/15/2024       42.5000
GMAC                       7.05      3/15/2018       42.0000
GMAC                       7.05      3/15/2018       36.5000
GMAC                       7.05      4/15/2018       42.5000
GMAC                        7.1      9/15/2012       55.2500
GMAC                        7.1      1/15/2013       47.3910
GMAC                        7.1      1/15/2013       51.7500
GMAC                       7.13      8/15/2012       47.5000
GMAC                       7.13     12/15/2012       53.5000
GMAC                       7.13     10/15/2017       39.0420
GMAC                       7.15     11/15/2012       47.5000
GMAC                       7.15      9/15/2018       42.6250
GMAC                       7.15      1/15/2025       40.0000
GMAC                       7.15      3/15/2025       40.5000
GMAC                        7.2     10/15/2017       40.2500
GMAC                        7.2     10/15/2017       43.9960
GMAC                       7.25      8/15/2012       50.6570
GMAC                       7.25     12/15/2012       52.2730
GMAC                       7.25     12/15/2012       48.8300
GMAC                       7.25      9/15/2017       41.1670
GMAC                       7.25      9/15/2017       36.8000
GMAC                       7.25      9/15/2017       38.9940
GMAC                       7.25      9/15/2017       43.5000
GMAC                       7.25      1/15/2018       43.5000
GMAC                       7.25      4/15/2018       42.2580
GMAC                       7.25      4/15/2018       39.8100
GMAC                       7.25      8/15/2018       40.5990
GMAC                       7.25      8/15/2018       40.0000
GMAC                       7.25      9/15/2018       42.2500
GMAC                       7.25      1/15/2025       44.6500
GMAC                       7.25      2/15/2025       38.0300
GMAC                       7.25      3/15/2025       40.5000
GMAC                        7.3     12/15/2017       38.5000
GMAC                        7.3      1/15/2018       40.5800
GMAC                        7.3      1/15/2018       42.7500
GMAC                       7.35      4/15/2018       43.5000
GMAC                       7.38     11/15/2016       41.8200
GMAC                       7.38      4/15/2018       43.0040
GMAC                        7.4     12/15/2017       41.0000
GMAC                        7.5     10/15/2012       54.5000
GMAC                        7.5     11/15/2016       42.0000
GMAC                        7.5      8/15/2017       39.9000
GMAC                        7.5     11/15/2017       38.0000
GMAC                        7.5     11/15/2017       41.5000
GMAC                        7.5     12/15/2017       39.9300
GMAC                        7.5     12/15/2017       40.0000
GMAC                        7.5      3/15/2025       42.5000
GMAC                       7.63     11/15/2012       54.9710
GMAC                       7.75     10/15/2012       54.8750
GMAC                       7.75     10/15/2017       44.8750
GMAC                       7.88     11/15/2012       50.9900
GMAC                          8      8/15/2015       52.0400
GMAC                          8     10/15/2017       43.5000
GMAC                          8     11/15/2017       48.1620
GMAC                          8      3/15/2025       41.3750
GMAC                       8.13     11/15/2017       41.5100
GMAC                       8.25      9/15/2012       56.3630
GMAC                        8.4      8/15/2015       48.3330
GMAC                        8.5     10/15/2010       64.3560
GMAC                       8.65      8/15/2015       43.0000
GMAC                          9      7/15/2015       50.7500
GMAC                          9      7/15/2020       50.9500
GMAC                          9      7/15/2020       51.3750
GMAC LLC                      6       4/1/2011       60.7500
GMAC LLC                      6     12/15/2011       60.1700
GMAC LLC                    6.5      5/15/2012       61.3268
GMAC LLC                    6.5      6/15/2012       61.5221
GMAC LLC                    6.5      6/15/2012       61.5221
GMAC LLC                    6.6      6/15/2012       61.7805
GMAC LLC                    6.6      6/15/2012       61.7805
GMAC LLC                   6.63      5/15/2012       58.4690
GMAC LLC                    6.7      7/15/2012       61.4883
GMAC LLC                   6.75      7/15/2012       53.5000
GMAC LLC                      7      7/15/2012       62.2744
GMAC LLC                    7.1      7/15/2012       52.2540
GMAC LLC                   7.15      7/15/2012       59.2600
GOLDEN BOOKS PUB          10.75     12/31/2004        0.0100
GS CAPITAL II              5.79      #N/A N Ap       61.5000
HARRAHS OPER CO            5.38     12/15/2013       47.5000
HARRAHS OPER CO            5.63       6/1/2015       39.5000
HARRAHS OPER CO            5.75      10/1/2017       38.0000
HARRAHS OPER CO             6.5       6/1/2016       38.9000
HARRAHS OPER CO               8       2/1/2011       60.1000
HARRAHS OPER CO           10.75       2/1/2016       67.9501
HAWAIIAN TELCOM            9.75       5/1/2013       29.7500
HAWAIIAN TELCOM            12.5       5/1/2015       19.0000
HERBST GAMING                 7     11/15/2014       10.1000
HIBERNIA CORP              5.35       5/1/2014       66.5202
HINES NURSERIES           10.25      10/1/2011       49.5000
HUNTINGTON CAPIT           6.65      5/15/2037       47.0000
IDEARC INC                    8     11/15/2016       45.7500
IMPERIAL CREDIT            9.88      1/15/2007       99.9800
INDALEX HOLD               11.5       2/1/2014       59.0000
ION MEDIA                    11      7/31/2013       27.5000
IRIDIUM LLC/CAP           10.88      7/15/2005        0.5000
IRIDIUM LLC/CAP           11.25      7/15/2005        0.7100
IRIDIUM LLC/CAP              13      7/15/2005        0.8130
IRIDIUM LLC/CAP              14      7/15/2005        0.0010
ISOLAGEN INC                3.5      11/1/2024       32.0000
JAZZ TECHNOLOGIE              8     12/31/2011       53.0000
JONES APPAREL              6.13     11/15/2034       65.4430
K HOVNANIAN ENTR           6.25      1/15/2015       61.5000
K HOVNANIAN ENTR           6.25      1/15/2016       59.5000
K HOVNANIAN ENTR           6.38     12/15/2014       62.0000
K HOVNANIAN ENTR            6.5      1/15/2014       66.0000
K HOVNANIAN ENTR            7.5      5/15/2016       62.0000
K HOVNANIAN ENTR           7.75      5/15/2013       59.0000
K HOVNANIAN ENTR           8.63      1/15/2017       66.9300
K HOVNANIAN ENTR           8.88       4/1/2012       63.5000
KAISER ALUMINUM            9.88      2/15/2002        0.0100
KAISER ALUMINUM           12.75       2/1/2003        6.7500
KELLSTROM INDS              5.5      6/15/2003        0.0100
KELLWOOD CO                7.63     10/15/2017       62.5000
KEMET CORP                 2.25     11/15/2026       46.5000
KEY BANK NA                6.95       2/1/2028       62.5000
KEYCORP CAP VII             5.7      6/15/2035       59.0000
KEYSTONE AUTO OP           9.75      11/1/2013       40.5000
KIMBALL HILL INC           10.5     12/15/2012        2.0000
KRATON POLYMERS            8.13      1/15/2014       54.0000
KULICKE & SOFFA            0.88       6/1/2012       70.0000
LANDRY'S RESTAUR            7.5     12/15/2014       64.8500
LAZYDAYS RV               11.75      5/15/2012       50.5000
LEHMAN BROS HLDG            4.8      6/24/2023       51.6400
LEHMAN BROS HLDG              5      5/28/2023       58.0000
LEHMAN BROS HLDG              5      6/10/2023       67.1810
LEHMAN BROS HLDG              5      6/17/2023       62.5750
LEHMAN BROS HLDG            5.1      2/15/2020       68.1310
LEHMAN BROS HLDG           5.25       3/8/2020       67.6570
LEHMAN BROS HLDG           5.25      5/20/2023       57.4700
LEHMAN BROS HLDG           5.35      6/14/2030       60.2620
LEHMAN BROS HLDG           5.38       5/6/2023       63.3200
LEHMAN BROS HLDG            5.4       3/6/2020       63.0000
LEHMAN BROS HLDG            5.4      3/20/2020       64.5000
LEHMAN BROS HLDG            5.4      3/30/2029       59.9000
LEHMAN BROS HLDG            5.4      6/21/2030       52.0000
LEHMAN BROS HLDG           5.45      3/15/2025       53.6900
LEHMAN BROS HLDG           5.45       4/6/2029       53.4600
LEHMAN BROS HLDG           5.45      2/22/2030       53.1400
LEHMAN BROS HLDG           5.45      7/19/2030       58.3850
LEHMAN BROS HLDG           5.45      9/20/2030       60.0000
LEHMAN BROS HLDG            5.5      2/27/2020       64.1900
LEHMAN BROS HLDG            5.5      3/14/2023       62.6800
LEHMAN BROS HLDG            5.5       4/8/2023       60.2500
LEHMAN BROS HLDG            5.5      4/15/2023       60.1250
LEHMAN BROS HLDG            5.5      4/23/2023       59.5000
LEHMAN BROS HLDG            5.5      10/7/2023       66.6250
LEHMAN BROS HLDG            5.5      1/27/2029       57.0000
LEHMAN BROS HLDG            5.5       2/3/2029       56.7970
LEHMAN BROS HLDG            5.5       8/2/2030       60.0000
LEHMAN BROS HLDG           5.55      2/11/2018       70.0000
LEHMAN BROS HLDG           5.55       3/9/2029       55.0000
LEHMAN BROS HLDG           5.55      1/25/2030       56.5120
LEHMAN BROS HLDG           5.55      9/27/2030       56.5570
LEHMAN BROS HLDG           5.55     12/31/2034       55.8590
LEHMAN BROS HLDG            5.6      2/17/2029       60.2570
LEHMAN BROS HLDG            5.6      2/24/2029       68.9890
LEHMAN BROS HLDG            5.6       3/2/2029       57.4030
LEHMAN BROS HLDG            5.6      2/25/2030       56.2000
LEHMAN BROS HLDG            5.6       5/3/2030       63.4030
LEHMAN BROS HLDG           5.63      3/15/2030       66.9670
LEHMAN BROS HLDG           5.65     11/23/2029       55.0000
LEHMAN BROS HLDG           5.65      8/16/2030       66.8400
LEHMAN BROS HLDG           5.65     12/31/2034       56.0000
LEHMAN BROS HLDG            5.7      2/10/2029       59.3210
LEHMAN BROS HLDG            5.7      4/13/2029       58.7500
LEHMAN BROS HLDG            5.7       9/7/2029       57.4400
LEHMAN BROS HLDG           5.75      3/27/2023       62.1530
LEHMAN BROS HLDG           5.75     10/15/2023       65.0700
LEHMAN BROS HLDG           5.75     10/21/2023       63.3600
LEHMAN BROS HLDG           5.75     11/12/2023       60.2500
LEHMAN BROS HLDG           5.75     11/25/2023       62.8000
LEHMAN BROS HLDG           5.75     12/16/2028       68.8500
LEHMAN BROS HLDG           5.75     12/23/2028       57.0000
LEHMAN BROS HLDG           5.75      8/24/2029       57.1890
LEHMAN BROS HLDG           5.75      9/14/2029       65.4010
LEHMAN BROS HLDG           5.75     10/12/2029       59.9400
LEHMAN BROS HLDG           5.75      3/29/2030       54.1160
LEHMAN BROS HLDG            5.8     10/25/2030       59.8850
LEHMAN BROS HLDG           5.85      11/8/2030       60.0000
LEHMAN BROS HLDG            5.9       5/4/2029       66.0000
LEHMAN BROS HLDG            5.9       2/7/2031       57.6000
LEHMAN BROS HLDG           5.95     12/20/2030       58.5110
LEHMAN BROS HLDG              6      1/29/2021       69.0100
LEHMAN BROS HLDG              6     10/23/2028       61.6100
LEHMAN BROS HLDG              6     11/18/2028       58.2900
LEHMAN BROS HLDG              6      5/11/2029       60.5000
LEHMAN BROS HLDG              6      7/20/2029       58.8100
LEHMAN BROS HLDG              6      4/30/2034       60.4800
LEHMAN BROS HLDG              6      2/24/2036       56.5000
LEHMAN BROS HLDG           6.05      6/29/2029       62.9950
LEHMAN BROS HLDG            6.1      8/12/2023       68.3130
LEHMAN BROS HLDG            6.2      5/25/2029       59.9500
LEHMAN BROS HLDG           6.25       5/9/2031       64.8220
LEHMAN BROS HLDG            6.5       3/6/2023       69.5000
LEHMAN BROS HLDG           6.75      3/11/2033       67.8630
LEHMAN BROS HLDG           6.88      7/17/2037       78.0000
LEHMAN BROS HLDG              7      4/22/2038       68.2000
LEHMAN BROS HLDG           7.25      4/29/2038       69.5120
LEHMAN BROS HLDG           6.16     10/25/2017       66.0000
LEINER HEALTH                11       6/1/2012       10.0000
LENNAR CORP                 5.5       9/1/2014       69.2500
LIBERTY MEDIA              3.25      3/15/2031       62.7500
LIBERTY MEDIA               3.5      1/15/2031       42.5000
LIBERTY MEDIA              3.75      2/15/2030       50.1250
LIBERTY MEDIA                 4     11/15/2029       55.7500
LIFECARE HOLDING           9.25      8/15/2013       56.2500
LUCENT TECH                 6.5      1/15/2028       67.5600
MAGNA ENTERTAINM           7.25     12/15/2009       54.0000
MAGNA ENTERTAINM           8.55      6/15/2010       54.0000
MAJESTIC STAR               9.5     10/15/2010       61.2500
MAJESTIC STAR              9.75      1/15/2011       11.2500
MANNKIND CORP              3.75     12/15/2013       58.7500
MASONITE CORP                11       4/6/2015       39.0000
MBIA INC                    5.7      12/1/2034       58.4250
MBIA INC                    6.4      8/15/2022       60.0000
MBIA INC                   6.63      10/1/2028       62.0000
MEDIANEWS GROUP            6.38       4/1/2014       42.0000
MEDIANEWS GROUP            6.88      10/1/2013       42.0000
MERIX CORP                    4      5/15/2013       50.5000
MERRILL LYNCH               8.1       6/4/2009        9.7400
MERRILL LYNCH                10       3/6/2009       21.0000
MERRILL LYNCH                11      4/28/2009       24.0100
MERRILL LYNCH             11.86      7/14/2009        8.4100
MERRILL LYNCH                12      3/26/2010       25.3100
MERRILL LYNCH              12.1      6/25/2009        9.7000
MERRILL LYNCH             12.23      8/17/2009        9.7000
METALDYNE CORP               10      11/1/2013       27.0000
METALDYNE CORP               11      6/15/2012       18.5000
METRICOM INC                 13      2/15/2010        0.0500
MICHAELS STORES           11.38      11/1/2016       64.2500
MICRON TECH                1.88       6/1/2014       63.5000
MILLENNIUM AMER            7.63     11/15/2026       57.0000
MISSOURI PAC RR               5       1/1/2045       67.0000
MORGAN STANLEY                8      7/20/2009       11.0600
MORGAN STANLEY               10      4/20/2009       18.1500
MORGAN STANLEY               10      5/20/2009       19.8100
MORGAN STANLEY               12      7/20/2009       10.7000
MORRIS PUBLISH                7       8/1/2013       53.0000
MRS FIELDS                    9      3/15/2011       61.5000
MRS FIELDS                 11.5      3/15/2011       55.0000
NATL CITY BANK             4.63       5/1/2013       72.4300
NATL CITY CORP              4.9      1/15/2015       65.0000
NATL FINANCIAL             0.75       2/1/2012       64.0000
NEFF CORP                    10       6/1/2015       39.7500
NETWORK COMMUNIC          10.75      12/1/2013       68.0000
NETWORK EQUIPMNT           3.75     12/15/2014       59.0000
NEW ORL GRT N RR              5       7/1/2032       54.7938
NEW PLAN EXCEL              7.5      7/30/2029       61.0000
NEW PLAN REALTY             6.9      2/15/2028       62.3800
NEW PLAN REALTY             6.9      2/15/2028       59.2600
NEW PLAN REALTY            7.65      11/2/2026       63.5000
NEW PLAN REALTY            7.68      11/2/2026       63.5000
NEW PLAN REALTY            7.97      8/14/2026       63.3490
NEWARK GROUP INC           9.75      3/15/2014       41.2500
NORTEK INC                  8.5       9/1/2014       62.5000
NORTH ATL TRADNG           9.25       3/1/2012       49.5000
NORTHERN PAC RY               3       1/1/2047       52.6250
NORTHERN PAC RY               3       1/1/2047       51.8750
NORTHERN TEL CAP           7.88      6/15/2026       70.0000
NTK HOLDINGS INC              0       3/1/2014       44.0000
NUTRITIONAL SRC           10.13       8/1/2009       15.5000
NUVEEN INVEST               5.5      9/15/2015       65.0000
OAKWOOD HOMES              7.88       3/1/2004        0.0010
OAKWOOD HOMES              8.13       3/1/2009        0.1250
OSCIENT PHARM               3.5      4/15/2011       25.7500
OSCIENT PHARM               3.5      4/15/2011       26.5000
OSI RESTAURANT               10      6/15/2015       56.3833
OSI RESTAURANT               10      6/15/2015       59.0000
OVERSTOCK.COM              3.75      12/1/2011       63.5000
PALM HARBOR                3.25      5/15/2024       63.9000
PANAMSAT CORP                 9      8/15/2014       65.0200
PARK N VIEW INC              13      5/15/2008        0.0500
PEGASUS SATELLIT           9.75      12/1/2006        0.1250
PEGASUS SATELLIT          12.38       8/1/2008        0.0010
PIEDMONT AVIAT            10.25      1/15/2049        0.0010
PIERRE FOODS INC           9.88      7/15/2012        7.8750
PINNACLE AIRLINE           3.25      2/15/2025       64.8750
PIXELWORKS INC             1.75      5/15/2024       69.9380
PLY GEM INDS                  9      2/15/2012       56.0000
POPE & TALBOT              8.38       6/1/2013        0.3770
POPE & TALBOT              8.38       6/1/2013        0.2500
PORTOLA PACKAGIN           8.25       2/1/2012        9.5000
PRIMUS TELECOM             3.75      9/15/2010       44.0000
PRIMUS TELECOM                5      6/30/2009       64.5000
PRIMUS TELECOM                8      1/15/2014       35.5000
PROPEX FABRICS               10      12/1/2012        0.5000
PSINET INC                   10      2/15/2005        0.0010
PSINET INC                 11.5      11/1/2008        0.0100
PULTE HOMES INC               6      2/15/2035       80.1520
QUALITY DISTRIBU              9     11/15/2010       57.0630
RADIAN GROUP               5.38      6/15/2015       45.9750
RADIAN GROUP               5.63      2/15/2013       47.8000
RADIAN GROUP               7.75       6/1/2011       61.5600
RADNOR HOLDINGS              11      3/15/2010        0.0010
RAFAELLA APPAREL          11.25      6/15/2011       44.5000
READER'S DIGEST               9      2/15/2017       60.5000
REALOGY CORP               10.5      4/15/2014       60.5000
REALOGY CORP              12.38      4/15/2015       46.3000
REGIONS FIN TR             6.63      5/15/2047       47.0000
RENTECH INC                   4      4/15/2013       68.1750
RESIDENTIAL CAP               8      2/22/2011       24.1550
RESIDENTIAL CAP            8.38      6/30/2010       27.0000
RESIDENTIAL CAP             8.5       6/1/2012       25.0000
RESIDENTIAL CAP             8.5      4/17/2013       22.7530
RESIDENTIAL CAP            8.88      6/30/2015       28.0000
RESIDENTIAL CAP            9.63      5/15/2015       34.7733
RESTAURANT CO                10      10/1/2013       52.0000
RH DONNELLEY               6.88      1/15/2013       50.0000
RH DONNELLEY               8.88      1/15/2016       52.7500
RH DONNELLEY               8.88     10/15/2017       53.0000
RH DONNELLEY               8.88     10/15/2017       51.1251
RITE AID CORP              6.88      8/15/2013       61.9650
RITE AID CORP              6.88     12/15/2028       45.3250
RITE AID CORP               7.7      2/15/2027       47.8750
RITE AID CORP              8.63       3/1/2015       62.7500
RITE AID CORP              9.38     12/15/2015       64.5000
RITE AID CORP               9.5      6/15/2017       65.5000
RJ TOWER CORP                12       6/1/2013        0.0010
ROTECH HEALTHCA             9.5       4/1/2012       58.0000
S3 INC                     5.75      10/1/2003        0.2500
SABRE HOLDINGS             8.35      3/15/2016       68.5000
SANDISK CORP                  1      5/15/2013       66.7500
SEARS ROEBUCK AC            6.5      12/1/2028       59.0000
SEARS ROEBUCK AC           6.75      1/15/2028       60.1000
SEARS ROEBUCK AC              7       6/1/2032       61.5000
SEARS ROEBUCK AC            7.5     10/15/2027       66.7500
SERVICEMASTER CO            7.1       3/1/2018       51.2000
SERVICEMASTER CO           7.25       3/1/2038       52.0000
SERVICEMASTER CO           7.45      8/15/2027       57.5000
SIRIUS SATELLITE           3.25     10/15/2011       68.0000
SIX FLAGS INC               4.5      5/15/2015       43.0000
SIX FLAGS INC              9.63       6/1/2014       55.5000
SIX FLAGS INC              9.75      4/15/2013       56.0000
SLM CORP                    4.1     12/15/2015       67.8000
SLM CORP                    4.3     12/15/2013       68.7500
SLM CORP                    4.8     12/15/2028       65.4150
SLM CORP                      5      6/15/2018       70.0000
SLM CORP                      5      6/15/2019       62.6470
SLM CORP                      5      6/15/2019       68.0000
SLM CORP                   5.15      9/15/2015       66.1010
SLM CORP                   5.15      3/15/2017       61.3010
SLM CORP                   5.19      4/24/2019       62.2930
SLM CORP                   5.25      3/15/2018       62.8550
SLM CORP                   5.25      3/15/2019       65.0000
SLM CORP                   5.25      3/15/2028       55.6250
SLM CORP                   5.25     12/15/2028       55.5000
SLM CORP                    5.3     12/15/2028       55.3210
SLM CORP                    5.3      9/15/2030       57.0000
SLM CORP                   5.35      6/15/2025       53.7500
SLM CORP                   5.35      6/15/2028       55.0000
SLM CORP                    5.4      3/15/2023       61.1560
SLM CORP                    5.4      3/15/2030       57.3320
SLM CORP                    5.4      6/15/2030       56.6280
SLM CORP                    5.4      6/15/2030       57.9710
SLM CORP                   5.45      3/15/2018       63.7260
SLM CORP                   5.45      6/15/2028       58.6000
SLM CORP                    5.5      6/15/2019       69.2110
SLM CORP                    5.5      9/15/2019       64.1180
SLM CORP                    5.5      6/15/2029       56.0020
SLM CORP                    5.5      6/15/2029       60.0000
SLM CORP                    5.5      3/15/2030       58.0000
SLM CORP                    5.5      3/15/2030       58.5610
SLM CORP                    5.5      6/15/2030       60.9270
SLM CORP                    5.5     12/15/2030       62.3040
SLM CORP                   5.55      3/15/2018       63.2800
SLM CORP                   5.55      3/15/2028       55.0000
SLM CORP                   5.55      3/15/2029       69.6150
SLM CORP                    5.6      3/15/2018       66.1590
SLM CORP                    5.6      6/15/2018       65.4200
SLM CORP                    5.6      3/15/2022       64.8490
SLM CORP                    5.6      3/15/2024       59.8920
SLM CORP                    5.6     12/15/2028       56.5400
SLM CORP                    5.6      3/15/2029       67.4470
SLM CORP                    5.6     12/15/2029       59.8180
SLM CORP                    5.6     12/15/2029       59.0000
SLM CORP                   5.63      1/25/2025       65.3263
SLM CORP                   5.65      6/15/2022       64.1670
SLM CORP                   5.65      6/15/2022       68.5400
SLM CORP                   5.65      3/15/2029       58.3180
SLM CORP                   5.65      3/15/2029       60.6080
SLM CORP                   5.65      3/15/2029       55.5110
SLM CORP                   5.65     12/15/2029       55.0000
SLM CORP                   5.65     12/15/2029       57.6250
SLM CORP                   5.65     12/15/2029       58.3400
SLM CORP                   5.65      3/15/2030       58.5870
SLM CORP                   5.65      9/15/2030       58.8010
SLM CORP                   5.65      3/15/2032       62.4984
SLM CORP                    5.7      3/15/2029       58.7310
SLM CORP                    5.7      3/15/2029       58.1880
SLM CORP                    5.7      3/15/2029       60.0350
SLM CORP                    5.7      3/15/2029       57.4100
SLM CORP                    5.7      3/15/2029       60.0000
SLM CORP                    5.7      3/15/2029       55.9340
SLM CORP                    5.7      3/15/2032       62.9461
SLM CORP                   5.75      3/15/2029       57.3000
SLM CORP                   5.75      3/15/2029       57.3000
SLM CORP                   5.75      3/15/2029       66.4500
SLM CORP                   5.75      3/15/2029       52.5000
SLM CORP                   5.75      3/15/2029       59.8200
SLM CORP                   5.75      6/15/2029       58.0930
SLM CORP                   5.75      6/15/2029       54.5400
SLM CORP                   5.75      9/15/2029       59.5300
SLM CORP                   5.75     12/15/2029       65.8090
SLM CORP                   5.75     12/15/2029       59.7070
SLM CORP                   5.75     12/15/2029       59.0600
SLM CORP                   5.75     12/15/2029       59.4350
SLM CORP                   5.75      3/15/2030       59.3850
SLM CORP                   5.75      6/15/2030       58.9700
SLM CORP                   5.75      6/15/2032       57.2600
SLM CORP                   5.75      6/15/2032       58.9070
SLM CORP                    5.8     12/15/2028       65.3750
SLM CORP                    5.8     12/15/2029       59.4060
SLM CORP                    5.8      3/15/2032       58.7990
SLM CORP                    5.8      3/15/2032       60.8180
SLM CORP                    5.8      3/15/2032       59.8120
SLM CORP                   5.85      9/15/2029       56.5000
SLM CORP                   5.85     12/15/2031       63.9300
SLM CORP                   5.85      3/15/2032       57.6600
SLM CORP                   5.85      3/15/2032       56.5000
SLM CORP                   5.85      3/15/2032       64.2842
SLM CORP                   5.85      6/15/2032       64.1634
SLM CORP                   5.85      6/15/2032       64.1634
SLM CORP                      6      6/15/2019       65.0000
SLM CORP                      6      6/15/2021       64.1850
SLM CORP                      6      6/15/2021       62.6500
SLM CORP                      6      6/15/2021       69.9000
SLM CORP                      6      6/15/2026       58.7120
SLM CORP                      6      6/15/2026       62.8330
SLM CORP                      6     12/15/2026       62.0530
SLM CORP                      6     12/15/2026       61.9620
SLM CORP                      6     12/15/2026       61.2600
SLM CORP                      6      3/15/2027       62.1110
SLM CORP                      6     12/15/2028       59.4280
SLM CORP                      6      3/15/2029       59.0560
SLM CORP                      6      6/15/2029       58.1200
SLM CORP                      6      6/15/2029       59.4500
SLM CORP                      6      6/15/2029       61.7100
SLM CORP                      6      9/15/2029       59.8500
SLM CORP                      6      9/15/2029       61.7150
SLM CORP                      6      9/15/2029       58.9400
SLM CORP                      6     12/15/2030       53.7000
SLM CORP                      6      6/15/2031       62.7680
SLM CORP                      6      6/15/2031       63.6000
SLM CORP                      6     12/15/2031       59.4320
SLM CORP                      6     12/15/2031       60.4400
SLM CORP                      6     12/15/2031       59.2200
SLM CORP                      6     12/15/2031       63.5470
SLM CORP                      6      3/15/2037       58.4700
SLM CORP                      6      3/15/2037       57.1730
SLM CORP                      6      3/15/2037       60.8210
SLM CORP                   6.05     12/15/2026       62.8360
SLM CORP                   6.05     12/15/2031       59.5300
SLM CORP                    6.1      6/15/2021       65.2000
SLM CORP                    6.1     12/15/2028       66.0000
SLM CORP                    6.1     12/15/2031       60.0120
SLM CORP                   6.15      6/15/2021       64.2080
SLM CORP                   6.15      9/15/2029       60.0000
SLM CORP                   6.15      9/15/2029       62.0230
SLM CORP                   6.15     12/15/2031       58.9080
SLM CORP                    6.2      9/15/2026       63.7460
SLM CORP                    6.2     12/15/2031       59.0060
SLM CORP                   6.25      6/15/2029       59.7000
SLM CORP                   6.25      6/15/2029       62.2220
SLM CORP                   6.25      6/15/2029       62.0500
SLM CORP                   6.25      9/15/2029       61.1760
SLM CORP                   6.25      9/15/2029       62.6610
SLM CORP                   6.25      9/15/2029       60.7500
SLM CORP                   6.25      9/15/2031       61.2060
SLM CORP                    6.3      9/15/2031       61.9020
SLM CORP                   6.35      9/15/2031       59.7900
SLM CORP                   6.35      9/15/2031       61.1070
SLM CORP                    6.4      9/15/2031       62.2300
SLM CORP                   6.45      9/15/2031       64.8870
SLM CORP                    6.5      9/15/2031       60.8800
SPANSION LLC              11.25      1/15/2016       63.3853
SPECTRUM BRANDS            7.38       2/1/2015       52.7500
SPHERIS INC                  11     12/15/2012       53.5000
STANLEY-MARTIN             9.75      8/15/2015       45.0000
STATION CASINOS               6       4/1/2012       69.7500
STATION CASINOS             6.5       2/1/2014       45.0000
STATION CASINOS            6.63      3/15/2018       41.7500
STATION CASINOS            6.88       3/1/2016       48.0000
STATION CASINOS            7.75      8/15/2016       67.5000
SUNTRUST CAPITAL            6.1     12/15/2036       72.9500
SUNTRUST PFD CAP           5.85     12/31/2049       68.2188
SWIFT TRANS CO             12.5      5/15/2017       36.7767
SYNOVUS FINL               4.88      2/15/2013       90.1880
SYNOVUS FINL               5.13      6/15/2017       83.6300
TELIGENT INC               11.5      12/1/2007        0.2100
TELIGENT INC               11.5       3/1/2008        0.2100
THORNBURG MTG                 8      5/15/2013       71.5000
TIMES MIRROR CO            6.61      9/15/2027       29.0000
TIMES MIRROR CO            7.25       3/1/2013       38.1580
TIMES MIRROR CO             7.5       7/1/2023       33.0000
TOM'S FOODS INC            10.5      11/1/2004        0.3900
TOUSA INC                   7.5      3/15/2011        4.0000
TOUSA INC                   7.5      1/15/2015        3.8750
TOUSA INC                     9       7/1/2010       46.5000
TOUSA INC                     9       7/1/2010       45.0000
TOUSA INC                 10.38       7/1/2012        5.5000
TRANS MFG OPER            11.25       5/1/2009        5.2500
TRANS-LUX CORP             8.25       3/1/2012       49.0000
TRANSMERIDIAN EX             12     12/15/2010       63.5000
TRIAD ACQUIS              11.13       5/1/2013       57.0000
TRIBUNE CO                 4.88      8/15/2010       63.5000
TRIBUNE CO                 5.25      8/15/2015       34.5000
TRONOX WORLDWIDE            9.5      12/1/2012       48.5000
TRUE TEMPER                8.38      9/15/2011       61.0000
TRUMP ENTERTNMNT            8.5       6/1/2015       44.0000
UAL CORP                    4.5      6/30/2021       60.8220
UAL CORP                      5       2/1/2021       47.0000
US AIR INC                 10.3      7/15/2049       99.9800
US LEASING INTL               6       9/6/2011       62.0000
US SHIPPING PART             13      8/15/2014       60.0000
USAUTOS TRUST               5.1       3/3/2011       49.0000
USB REALTY CORP            6.09     12/22/2049       64.4570
VENTURE HLDGS               9.5       7/1/2005        0.1310
VERENIUM CORP               5.5       4/1/2027       38.0000
VERTIS INC                10.88      6/15/2009       13.0000
VESTA INSUR GRP            8.75      7/15/2025        1.0000
VIACOM INC                  5.5      5/15/2033       71.0800
VICORP RESTAURNT           10.5      4/15/2011       17.8750
VISTEON CORP                  7      3/10/2014       50.0000
WACHOVIA CAP III            5.8      3/15/2042       54.1500
WASH MUT BANK NV           5.13      1/15/2015       59.5000
WASH MUT BANK NV           5.65      8/15/2014       60.2500
WASH MUTUAL INC             4.2      1/15/2010       70.2500
WASH MUTUAL INC            4.63       4/1/2014       50.1750
WASH MUTUAL INC            5.25      9/15/2017       55.5000
WASH MUTUAL INC            7.25      11/1/2017       50.2500
WASH MUTUAL INC            8.25       4/1/2010       68.5000
WASH MUTUAL PFD            6.67     12/31/2049       29.3888
WCI COMMUNITIES               4       8/5/2023       38.5000
WCI COMMUNITIES            6.63      3/15/2015       41.0000
WCI COMMUNITIES            7.88      10/1/2013       38.2500
WCI COMMUNITIES            9.13       5/1/2012       34.0000
WEBSTER CAPITAL            7.65      6/15/2037       63.5000
WEIRTON STEEL             10.75       6/1/2005       99.9800
WERNER HOLDINGS              10     11/15/2007        0.0010
WHEELING-PITT ST              5       8/1/2011       60.0000
WILLIAM LYON                7.5      2/15/2014       41.0000
WILLIAM LYON               7.63     12/15/2012       46.0000
WILLIAM LYON              10.75     04/01/2013       45.0000
WIMAR OP LLC/FIN           9.63     12/15/2014       27.0000
WINSTAR COMM INC          12.75     04/15/2010        0.0099
WINSTAR COMM INC          14.75     04/15/2010        0.0020
YANKEE ACQUISITI           9.75     02/15/2017       62.9875
YOUNG BROADCSTNG           8.75     01/15/2014       33.2500
YOUNG BROADCSTNG             10     03/01/2011       38.2500
ZIONS BANCORP               5.5     11/16/2015       63.1661

                             *********

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 ***