TCR_Public/080908.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 8, 2008, Vol. 12, No. 213           

                             Headlines

ACTIGA CORP: June 30 Balance Sheet Upside-Down by $1,611,050
AMERICAN HOME: Has Court Nod to Retain $10MM in Home Sale Proceeds
AMERICAN TONERSERV: Posts $1,254,809 Net Loss in 2008 2nd Quarter
APA TRANSPORT: 3rd Cir. Says WARN Notices Should Have Been Sent
AVALON LTD: Junk Class Notes Stay Unchanged, S&P Says

BANK OF AMERICA: S&P Puts Low-B Rating on Asset-Backed Notes
BANC OF AMERICA: S&P Cuts B- Rating on Class Q Certs. to CCC+
BARRY GOOD : Case Summary & 10 Largest Unsecured Creditors
BEAR STEARNS MORTGAGE: S&P Confirms Low-B Rating on Four Certs.
BOWNETREE LLC: Case Summary & 5 Largest Unsecured Creditors

BROCADE COMMS: S&P Rates $1.1 Bil. Senior Secured Facilities 'BB+'
CARBONE COS: Files for Bankruptcy Under Chapter 11 in Ohio
CHA HAWAII: Files for Bankruptcy Protection On Aug. 29
COLT DEFENSE: S&P Lifts Rating on Long-Term Corp. Credit to 'B+'
CONSTELLATION COPPER: TSE to Delist Common Shares by Oct. 2

DEPAUW BETA: Files for Bankruptcy to Halt Foreclosure
FORD MOTORS: Hosting Fairs to Help Employees Find Jobs
FRONTIER OIL: S&P Upgrades Corporate Credit Rating to 'BB'
GMAC LLC: To Streamline Mortgage Operations, Close Retail Offices
GMAC LLC: Cutbacks to Curb Earnings, WSJ Report Says

HC INNOVATIONS: June 30 Balance Sheet Upside-Down by $4,716,217
LEHMAN BROTHERS: WSJ Says KDB's Plan Could Face Regulatory Hurdles
LEVI STRAUSS: CFO Resigns; Appoints Heidi Manes as Interim CFO
LIBERTY MEDIA: S&P Puts 'BB+' Corporate Credit Rating on Watch
LIBERTY MEDIA: Moody's Places Ba2 Ratings Under Negative Watch

LIFEPOINT HOSPITALS: Moody's Affirms Ba3 Corporate Family Rating
LINENS N THINGS: Wants 53 Unexpired Non-Residential Leases Nixed
LINENS N THINGS: Landlords Challenge Rejection of 53 Leases
LINENS N THINGS: Enters Into New Vehicle Leasing Pact with Wheels
LITHIUM TECHNOLOGY: Reports Financial Results for Three Periods

LOCHSONG LTD: Moody's Junks Ratings on Five Notes Classes
MEDICURE INC: May 31 Balance Sheet Upside-Down by C$6.5 Million
MIK-ANG INC: Voluntary Chapter 11 Case Summary
MORIN BRICK: Case Summary & 19 Largest Unsecured Creditors
MP500 LLC: Case Summary & Four Largest Unsecured Creditors

NEXCEN BRANDS: Jack Rovner Resigns from Board of Directors
NOMURA ASSET: Moody's Junks Ratings on Three 2007 Cert. Classes
NOVASTAR MORTGAGE: S&P Reinstates Wrongly Junked Certificates
O'CHARLEY'S INC: S&P Cuts Rating on Credit Facility to 'BB'
OSHKOSH CORP: S&P Cuts Corporate Credit Rating to 'BB-'

OSPRAIE MANEGMENT: To Shut Down Hedge Fund Due to Losses
PACIFICNET INC: Amends Terms of $6.2MM Convertible Debentures
PILGRIM'S PRIDE: Moody's Places B1 & B3 Ratings on Negative Watch
PHS GROUP: Court Appoints Tranzon Asset to Sell Firm's Assets
QUIKSILVER INC: Moody's Cuts Senior Unsecured Notes Ratings to B1

RACING SERVICES: 8th Cir. Says Creditors Can Pursue Actions
RALI SERIES: Moody's Junks Ratings on 20 Notes Classes
RALI SERIES: Moody's Cuts Ratings on 172 Alt-A Deal Tranches
RALI SERIES: Moody's Slashes Ratings on 216 Certificate Tranches
RESIDENTIAL CAPITAL: To Close 200 GMAC Retail Offices, Cut Jobs

RESIDENTIAL CAPITAL: Cutbacks to Curb Earnings, WSJ Report Says
RESULT ENERGY: Disposes of Saskatchewan Assets to Reduce Debt
ROSEMONT CLO: Moody's Rates $3 Mil. Class 2 Securities at Ba2
R. RING ENTERPRISES: Voluntary Chapter 11 Case Summary
RONALD SEATON: Voluntary Chapter 11 Case Summary

SELECTIVE BEAUTY: Auction of Interest in Assets Set Sept. 22
SEMGROUP ENERGY: Michael Dell Increases Shareholding to About 10%
SEMGROUP ENERGY: Delays Filing of 10Q for 2nd Qtr. Ended June 30
SEMGROUP LP: Michael Dell Increases Shareholding in Subsidiary
SHARPER IMAGE: Plaintiffs Seek $767 Million in Class Action

SHEARSON FINANCIAL: Court OKs Access to $500,000 DIP Financing
SILVER CINEMAS: Court Sets Oct. 3 Administrative Bar Date
SPARE BACKUP: June 30 Balance Sheet Upside-Down by $3,463,562
SPEEDWAY MOTORSPORTS: Moody's Confirms Ba1 Corp. Family Rating
STEVE & BARRY'S: Wants Corporate Name & Case Caption Changed

STREAM COMMS: CDN$3.1 Mil. Net Loss Cues Going Concern Doubt
SUPERIOR OFFSHORE: Claims & Lien Notices Deadline Set Sept. 29
TEREX CORP: Ratings Unaffected By Earnings Report, Says S&P
TERRA ENERGY: June 30 Balance Sheet Upside-Down by $546,986
TIERS DERBY: Moody's Rates $47,500,000 Certificates at Ba1

TRANSIT GROUP: GE Capital Liquidates Trucking Business
TYSON FRESH: S&P Cuts Corporate Credit Ratings to 'BB' from 'BBB-'
US DRY CLEANING: To Buy Tuchman Cleaners in Indianapolis
VINQUOR BEVERAGE: Capstone Capital Selling Collateral on Sept. 16
VINQUOR GP: Capstone Capital Selling Collateral on Sept. 16

VISIPHOR CORP: June 30 Balance Sheet Upside-down by CDN$3,299,145
WENTWORTH ENERGY: Restates Fin. Results for Quarter Ended March 31
WESTERN NONWOVEN: Sells Fire-Retardant Barrier Assets for $11MM
WHITEHALL JEWELERS: Wants $63MM in Consignment Goods Liquidated
WHITEHALL JEWELERS: Indian Jeweller Wants to Buy 50-60 Stores

WICKES FURNITURE: Creditors Want $800,000 Back from Affinity
ZAP IMPORT: Case Summary & 19 Largest Unsecured Creditors

* S&P Junks Nine Classes of Certificates From Subprime RMBS
* Total Bankruptcies Reach 967,831 in 12 Months Ended June 30
* Cohen & Grigsby Moves Head Office to Former Dominion Tower
* Cynthia Courtney Joins Day Pitney's Hartford Office

* BOND PRICING: For the Week of Sept. 1 - Sept. 6, 2008

                             *********

ACTIGA CORP: June 30 Balance Sheet Upside-Down by $1,611,050
------------------------------------------------------------
Actiga Corp.'s balance sheet at June 30, 2008, showed consolidated
assets of $1,473,417, consolidated liabilities of $3,084,467, and
stockholders' deficit of $1,611,050.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,443,016 in total current assets
available to pay $3,084,467 in total current liabilities.

The company reported a net loss of $1,000,458 on sales of $11,604
for the second quarter ended June 30, 2008, compared with a net
loss of $294,809 on sales of $59,219 in the same period a year
ago.

General and administrative expenses increased to $747,725 for the
three months ended June 30, 2008, compared with G&A expenses of
$247,263 for the corresponding period of 2007, primarily due to an
increase in payroll expenses and professional fees.

Sales and marketing expense totaled $150,255 for the three months
ended June 30, 2008, as compared to $18,939 for the three months
ended 2007.  The increase is in anticipation of various product
launches in 2008.

Presently, revenues are not sufficient to meet the company's
operating and capital expenses.  The company relies on a
combination of debt and equity financings to fund its ongoing cash
requirements.  To provide liquidity, the company has been focused
on capital raising activities in addition to continuing to control
operating costs, aggressively managing working capital and
attempting to settle certain debt by the issuance of common
shares.  

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?31b2

                        About Actiga Corp.

Based in Riverside, Calif., Actiga Corp. (OTCBB: AGAC) --
http://www.qmotions.com/-- terminated its dog day care services   
after it merged with QMotions Inc. on Jan. 14, 2008.  The company
currently develops, manufactures, distributes, markets and sells
motion-based controllers for video games and online video games.


AMERICAN HOME: Has Court Nod to Retain $10MM in Home Sale Proceeds
------------------------------------------------------------------
Bankruptcy Law 360 reports that the U.S. Bankruptcy Court for the
District of Delaware allowed American Home Mortgage Inc. to hold
on to more than $10 million in proceeds from a sale of its assets.

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel.  As of May 31,
2007, American Home Mortgage's balance sheet showed total assets
of $1,746,978,751 and total liabilities of 2,089,491,826


AMERICAN TONERSERV: Posts $1,254,809 Net Loss in 2008 2nd Quarter
-----------------------------------------------------------------
American Tonerserv Corp. reported a net loss of $1,254,809 for the
second quarter ended June 30, 2008, compared with a net loss of
$876,809 in the second quarter of 2007.  

Revenue for the three months ended June 30, 2008, was $2,762,547
as compared to $1,098,630 for the three month period ended
June 30, 2007.  The increase in revenue was primarily due to the
acquisition of Tonertype LLC, which occurred in December 2007.

The net loss from operations for the three months ended June 30,
2008 was $614,488, compared to a net loss of $836,700 for the
three months ended June 30, 2007.  The decrease in the net loss of
from operations of $222,212 was primarily related to the Tonertype
acquisition and the decrease in G&A expenses due to the
cancellation of the Azaria management agreement.

The increase in net loss primarily reflects an increase in
interest expense as a result of the issuance of notes in
connection with the Tonertype acquisition in 2007 and the issuance
of notes in a private offering, and a $375,000 expense associated
with the convertibility feature of debt due to the company issuing
$1,500,000 in convertible notes during the three month period
ended June 30, 2008.

                       Going Concern Doubt

The company had a loss of $2,451,925 and had negative cash flows
from operations of $1,326,103 for the six month period ended
June 30, 2008, and had an accumulated deficit of $20,030,765 and a
working capital deficit of $2,935,217 at June 30, 2008.  The
company has significant cash requirements and is not generating
enough cash flows from existing operations to cover its
operating expenses.  The company currently has no external sources
of liquidity.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$8,279,393 in total assets, $7,319,755 in total liabilities, and
$959,638 in stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?31b4

                     About American TonerServ

Based in Santa Rosa, California, American TonerServ Corp. (OTC BB:
ASVP) -- http://www.americantonerserv.com/-- is a consolidator in   
the highly fragmented printer supplies and services industry.  ATS
acquires, integrates and manages independent businesses that
deliver printer supplies, services and equipment to small/mid-
sized businesses.                                  


APA TRANSPORT: 3rd Cir. Says WARN Notices Should Have Been Sent
---------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit reversed a ruling
by the U.S. District Court for the District of New Jersey that
held that APA Transport Corp. presented evidence sufficient to
qualify for the "faltering company" exception to the notice
provisions of the Worker Adjustment and Retraining Notification
Act.

The Third Circuit held that a company seeking to qualify as a
"faltering company" must demonstrate that it had inadequate
capital to continue functioning and, as such, was in a "faltering"
state.  In APA Transport's case, the Third Circuit pointed out
that APA Transport took no steps to secure additional financing
from its lender, Transamerica Business Capital Corporation, and
that Transamerica -- not APA Transport -- was keen on discussing
the company's financial health.  APA Transport's actions can, at
best, be characterized as waiting for Transamerica to offer
additional financing, the Third Circuit said.

APA Transport was a trucking business founded in 1947.  APA
Transport's main offices were located in North Bergen, New Jersey,
with other terminals and facilities throughout the Northeast.

On December 19, 1996, APA Transport entered into a Loan and
Security Agreement with Transamerica.  The Loan Agreement provided
APA Transport with a revolving credit facility that allowed it to
borrow up to $40 million, secured by real property, equipment and
accounts receivable.

Following the execution of the Loan Agreement, APA Transport
suffered consistent losses.  As a result, it defaulted on loan
covenants on multiple occasions in 1999, 2000 and 2001.  After
each default, Transamerica and APA Transport negotiated agreements
whereby the breaches were waived or the applicable covenants were
amended.  APA Transport was also negatively affected by the
September 11, 2001, terrorist attacks because it conducted a
significant amount of business in the New York City metropolitan
area; following the attacks, APA Transport reported that its
revenues fell 30%.  As a result, APA Transport's reduced accounts
receivable limited the amount of money it could continue to borrow
from Transamerica under the Loan Agreement.

APA Transport closed its facilities and terminated all of its
employees on February 20, 2002.  Approximately six weeks after the
shutdown, APA Truck Leasing lent APA Transport between $10 million
and $15 million. The loan was secured by an Open-End Mortgage and
Security Agreement dated June 5, 2002, on APA Transport's North
Bergen terminal facility.

                     Consolidated Litigation

APA Transport had informed its employees of the impending shutdown
and layoffs only a week earlier.  Following the shutdown, a number
of non-union and union employees, along with certain Employee
Retirement Income Security Act funds, filed suit against APA
Transport and affiliated entities claiming that they had violated
the notice provisions of the WARN Act, which requires that an
employer provide 60 days' notice before a plant shutdown unless
the employer qualifies for certain exceptions.  The complaints
sought back wages and benefits.

One set of plaintiffs -- Plaintiff Funds -- was comprised of two
ERISA funds, the Teamsters Pension Trust Fund of Philadelphia and
Vicinity and the Teamsters Health and Welfare Fund of Philadelphia
and Vicinity (Local 470).  A second set of plaintiffs -- Employee
Plaintiffs -- was comprised of a class of non-union employees and
Teamsters Local 560.

The cases were consolidated before the New Jersey District Court
in May 2003.  APA Transport sought summary judgment as to the
claims asserted by the Plaintiff Funds, alleging that the
Plaintiff Funds lacked standing.  The Plaintiff Funds and the
Employee Plaintiffs sought partial summary judgment asserting
that:

   -- the Plaintiff Funds had standing under the WARN Act;

   -- APA Transport, another company APA Truck Leasing and
      certain other entities should be considered a "single
      employer" for WARN Act purposes; and

   -- APA Transport did not qualify for the "faltering company"
      exception to the WARN Act.

The co-owners of APA Transport -- Arthur Imperatore, Sr. and
Armand Pohan -- also owned more than 30 other companies at the
time APA Transport closed, including APA Truck Leasing, which is
involved in leasing motor vehicles.  Messrs. Imperatore and Pohan
were officers and directors of both APA Transport and APA Truck
Leasing and -- along with Fred Astle and Burton Trebour --
directed the day-to-day affairs of both companies.

The Employee Plaintiffs and the Plaintiff Funds argue that the two
companies were closely related, pointing out that:

   -- the companies made non-formal loans to one another;

   -- APA Transport provided non-union employees of APA Truck
      Leasing with medical, pension, 401(k) and workers'
      compensation benefits;

   -- non-union employees of APA Truck Leasing received the same
      benefits as APA Transport employees; and

   -- APA Transport provided payroll, office supplies, accounting
      and other services for APA Truck Leasing.

APA Transport contends that the two companies operated separately:

   -- APA Transport and APA Truck Leasing did not share
      employees;

   -- the companies handled the discipline of employees
      separately;

   -- the companies had separate contracts with different unions;
      and

   -- the companies maintained separate financial books and
      records.

The District Court, without oral argument, granted APA Transport's
summary judgment motion on December 7, 2006, as to claims asserted
by the Plaintiff Funds, holding that the Plaintiff Funds lacked
standing under the WARN Act.  The District Court also granted
summary judgment to APA Transport on the "faltering company"
defense.  It granted APA Truck Leasing and the APA Entities
summary judgment on the "single employer" issue, concluding that
none of those companies could be considered a "single employer"
with APA Transport.  On December 13, 2006, the District Court
dismissed all remaining issues as moot, and on December 29, 2006,
entered final judgment.

The Plaintiffs brought the matter before the Third Circuit.

                        3rd Cir. Decision

In a 29-page opinion dated August 29, 2008, the Third Circuit also
affirmed the District Court ruling that the Plaintiffs Fund do not
have standing pursuant to the WARN Act and that APA Transport and
APA Truck Leasing cannot be considered a "single employer."

The Third Circuit held that the District Court correctly concluded
that the Plaintiff Funds did not have standing to sue under 29
U.S.C. Section 2101(a)(4) because, although employee welfare and
benefit plans are included in those benefits to which an aggrieved
employee is entitled under the WARN Act, the Plaintiff Funds
themselves "cannot be 'aggrieved employees' under the WARN Act."  
The Third Circuit noted that the WARN Act limits employer
liability "to each aggrieved employee who suffers an employment
loss."

The Third Circuit also held that the District Court correctly
noted that "common ownership" and "common directors and/or owners"
are not sufficient to deem two entities a "single employer."  The
Third Circuit also pointed out that while APA Truck Leasing may
have made certain loans to APA Transport and shared certain
administrative functions, it was not "controlling" APA Transport
and played no role in APA Transport's decision to close its
facilities.

In reversing the District Court ruling on the "faltering company"
affirmative defense, the Third Circuit said, "We reverse the
District Court's judgment that APA Transport presented evidence
sufficient to establish the 'faltering company' affirmative
defense, and remand with instructions that the District Court
grant summary judgment to the Employee Plaintiffs on this issue,
and for further proceedings."


AVALON LTD: Junk Class Notes Stay Unchanged, S&P Says
-----------------------------------------------------
The maturity date on Avalon Re Ltd.'s Class B and Class C notes
has been extended to Dec. 8, 2008, from Sept. 8, 2008.  The
original maturity date was June 6, 2008.  Standard & Poor's
ratings on the Class B and Class C notes remain unchanged at 'CCC'
and 'CC', respectively.

Under the terms of the reinsurance agreement between Avalon Re and
Oil Casualty Insurance Ltd. (OCIL; BBB+/Stable/--), the ceding
insurer, the notes can be extended for up to eight consecutive
three-calendar-month periods.  OCIL had submitted an extension
verification report in May confirming the estimated net losses to
Avalon Re were equal to or greater than 75% of the applicable
trigger amount.

This means that an Extension Event II (as defined in the
transaction indenture) had occurred.  The notes have now been
extended for an additional three calendar months, and investors in
each class continue to receive interest at a rate equal to three-
month US$ LIBOR plus 10 basis points.  The expected losses to
Avalon Re have not changed since our most recent article on Avalon
Re, published May 29, 2008, on RatingsDirect. However, certain
claims are still being monitored to determine whether they will
become covered claims.

Standard & Poor's will continue to monitor developments related to
OCIL and will take ratings actions as necessary.


BANK OF AMERICA: S&P Puts Low-B Rating on Asset-Backed Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Bank of America Auto Trust 2008-1's $5.64 billion
asset-backed notes series 2008-1.

The preliminary ratings are based on information as of Sept. 4,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

  -- The strong obligor and collateral characteristics of the pool
     being securitized;

  -- The credit enhancement in the form of subordination,
     overcollateralization, and excess spread;

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

  -- The legal structure.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, the real-time Web-based
source for Standard & Poor's credit ratings, research, and risk
analysis, at www.ratingsdirect.com.  The presale report can also
be found on Standard & Poor's Web site at
www.standardandpoors.com.  Under Products and Services, select
Ratings, and then scroll down to Presale Credit Reports.  The
report can also be found on the individual sector's ratings page,
accessible through the left navigation
bar.
   
Preliminary Ratings Assigned
Bank of America Auto Trust 2008-1
   
                          Interest   Amount    Legal final
Class    Rating   Type    rate      (mil. $)*  maturity date
-----    ------   ----    --------  --------   -------------
A-1      A-1+     Senior  Fixed     1,824.739  September 2009

A-2      AAA      Senior  Fixed/    1,723.250  June 2011
                          floating  

A-3      AAA      Senior  Fixed/    1,195.420  September 2012
                          floating

A-4      AAA      Senior  Fixed/    383.764    January 2013
                           floating

A-5      AAA      Senior  Fixed     100.000    September 2015

B**      AA       Sub     Fixed     130.994    September 2015

C**      AA-      Sub     Fixed     19.714     September 2015

D**      A        Sub     Fixed     77.028     September 2015

E**      A-       Sub     Fixed     19.951     September 2015

F**      BBB      Sub     Fixed     90.995     September 2015

G**      BBB-     Sub     Zero      8.645      September 2015

H**      BB       Sub     Zero      17.340     September 2015

I**      BB-      Sub     Zero      20.136     September 2015

J**      B        Sub     Zero      28.741     September 2015
   

*The actual size of these tranches will be determined on the
pricing date.  

**The depositor will retain the class A-5 through J notes.


BANC OF AMERICA: S&P Cuts B- Rating on Class Q Certs. to CCC+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
Q commercial mortgage pass-through certificates from Banc of
America Commercial Mortgage Trust 2006-4.  Concurrently, S&P
affirmed its ratings on 25 pooled certificates from this series.

The downgrade reflects credit concerns with five of the 12 loans
in the pool that have reported debt service coverage (DSC) of less
than 1.0x.  The affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.

Twelve loans ($181.1 million) in the pool have reported low DSCs,
five ($40.7 million) of which are credit concerns. The 12 loans
are secured by a variety of property types, have an average
balance of $15.1 million, and have experienced a weighted average
decline in DSC of 27% since issuance.  The five loans that are
credit concerns are secured by lodging, multifamily, manufactured
housing, and retail properties that have experienced a
combination of declining occupancy and higher operating expenses.  
The other seven loans are not credit concerns because they have
significant debt service reserves or are secured by properties
that have seen improved occupancy or by properties that are
undergoing renovation.

In addition, one loan ($7.1 million) will have a DSC of less than
0.9x when its initial interest-only (IO) period ends in 36 months,
but this loan is not currently a credit concern.

As of the Aug. 11, 2008, remittance report, the collateral pool
consisted of 164 loans with an aggregate trust balance of $2.72
billion, compared with the same number of loans totaling $2.73
billion at issuance.  The master servicer, Bank of America N.A.
(BofA), reported financial information for 97% of the pool, 92% of
which was full-year 2007 data.

Standard & Poor's calculated a weighted average DSC of 1.47x for
the pool, up from 1.33x at issuance.  There are no delinquent
loans in the pool and there are no assets with the special
servicer. The trust has not experienced any losses to date.

The top 10 loans have an aggregate outstanding balance of $914.5
million (34%) and a weighted average DSC of 1.52x, down from 1.32x
at issuance.  The DSC calculation includes the actual net cash
flow (NCF) generated by the largest loan, Technology Corners at
Moffet Park.  The cutoff DSC was calculated using market rents
rather than the contractual rents at the property, which
are significantly higher than the market rents.  Excluding the
loan from the DSC calculation results in a weighted average DSC of
1.36x, up from 1.34x at issuance.  Standard & Poor's reviewed
property inspections provided by the master servicer for nine of
the assets underlying the top 10 exposures.  Two of the properties
were characterized as "excellent," while the remaining properties
were characterized as "good."

The credit characteristics of the Glen Oaks Shopping Center,
Eighth Avenue Properties, 3445 north Causeway, 345 East 86th
Street Apartments, and 3200 Samson Way are consistent with those
of investment-grade obligations.  Standard & Poor's adjusted
values for these loans are comparable to the valuations at
issuance.

BofA reported a watchlist of 29 loans ($469.9 million, 17%).  The
DDR Macquarie Portfolio loan ($86.0 million, 3%) is the largest
loan on the watchlist and the fifth-largest loan in the pool.  The
loan is secured by seven cross-collateralized and cross-defaulted
retail properties totaling 785,156 sq. ft., in Texas, Colorado,
Georgia, and Kansas.  The loan is on the watchlist because the
Linen's N Things anchor at the Marketplace at Town Center is
expected to close in the coming months as a result of the parent
company's bankruptcy.  The portfolio reported a DSC of 1.31x for
the year-ended Dec. 31, 2007, and we do not expect the DSC to fall
significantly because of the pending vacancy at the Marketplace at
Town Center.

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

Rating Lowered
  
Banc of America Commercial Mortgage Trust 2006-4
Commercial mortgage pass-through certificates

            Rating
  Class     To       From      Credit enhancement (%)
  -----     --       ----      ----------------------
  Q         CCC+     B-                         1.25

Ratings Affirmed
  
Banc of America Commercial Mortgage Trust 2006-4
Commercial mortgage pass-through certificates

  Class    Rating            Credit enhancement (%)
  -----    ------            ---------------------
  A-1      AAA                                30.11
  A-1-A    AAA                                30.11
  A-2      AAA                                30.11
  A-3A     AAA                                30.11
  A-3B     AAA                                30.11
  A-4      AAA                                30.11
  A-AB     AAA                                30.11
  A-M      AAA                                20.07
  A-J      AAA                                12.67
  B        AA+                                11.92
  C        AA                                 10.66
  D        AA-                                 9.79
  E        A+                                  9.16
  F        A                                   8.28
  G        A-                                  7.03
  H        BBB+                                5.77
  J        BBB                                 4.77
  K        BBB-                                3.39
  L        BB+                                 3.01
  M        BB                                  2.76
  N        BB-                                 2.38
  O        B+                                  2.01
  P        B                                   1.63
  XC       AAA                                 N/A
  XP       AAA                                 N/A

  N/A-Not applicable.


BARRY GOOD : Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Barry Good, Inc.
        aka
        Barry's Bar & Grill
        235 North 9th Street
        Lincoln, NE 68508

Bankruptcy Case No.: 08-42074

Type of Business: Restaurant & Lounge

Chapter 11 Petition Date: Sept. 4, 2008

Court: District of Nebraska (Lincoln Office)

Debtors' Counsel: Frank M. Schepers, Esq.
                  Lamson, Dugan & Murray
                  10306 Regency Parkway Drive
                  Omaha, NE 68114
                  Tel: (402) 397-7300
                  Fax: (402) 397-7824
                  Email: fschepers@ldmlaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of Barry Good Inc.'s list of 10 largest unsecured   
creditors is available for free at:

      http://bankrupt.com/misc/neb08-42074.pdf


BEAR STEARNS MORTGAGE: S&P Confirms Low-B Rating on Four Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Trust 2007-BBA8.  
Concurrently, S&P affirmed its ratings on 21 other classes from
this series.

The upgrades and affirmations reflect Standard & Poor's analysis
of the remaining loans in the pool.

The reasons for the upgrades included:

  -- The paydown of five loans (Prime Hospitality Portfolio,
     Ashford MIP Portfolio, Westcore Colorado Portfolio, MeriStar
     Portfolio, and CarrAmerica Portfolio) relating to property
     releases, which resulted in increased credit enhancement
     levels for the pool. The pooled trust balance has been
     reduced by 42% to $864.0 million since issuance.

  -- All of the loans are performing at or above our initial
     expectations at issuance with the exception of the Westcore
     Colorado Portfolio and University Village Towers loans.

  -- The substantial deleveraging of the MeriStar Portfolio loan
     from multiple property releases for the class MS-1, MS-2, MS-
     3, and MS-X raked certificates.

The ninth-largest loan in the pool, the MeriStar Portfolio loan,
has a whole-loan balance of $284.5 million, which is split into a
$47.9 million senior component that makes up 6% of the pooled
trust balance and a $236.6 million nonpooled subordinate component
that supports the "MS" raked certificates.  In addition, the
borrower's equity interests in the properties secure mezzanine
loans totaling $249.3 million. The whole-loan balance reflects
$550.5 million (66% of the whole-loan balance) in paydowns since
issuance due to collateral releases.  The remaining collateral
includes a portfolio of 11 full-service hotels totaling 4,059
rooms in six states and the District of Columbia.  Overall
occupancy for the remaining collateral was 70% as of December
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 adjusted valuation has declined by 6% since
issuance.  The loan  matures in May 2009 and has two 12-month
extension options available.  

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

  -- There are 16 loans including senior participation interests
     in 10 floating-rate interest-only (IO) mortgage loans, two
     floating-rate IO pari passu mortgage loans, and four
     floating-rate IO whole-mortgage loans.

  -- There are mortgages on 39 full-service and 15 limited-service
     hotels, 15 suburban/flex office properties, three class A
     office properties, one industrial property, one multifamily
     apartment complex, and one mixed-use property in various
     locations throughout the United States.

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

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

  -- Felcor Lodging Trust, the third-largest loan in the pool,
     matures on Nov. 6, 2008.  This loan is on the master
     servicer's watchlist due to its impending maturity.  The
     master servicer, Bank of America N.A., indicated that
     the borrower is working to satisfy the conditions to exercise
     one of its three 12-month extension options.  The loan,
     secured by 12 full-service hotels totaling 2,930 rooms across
     eight states, has a trust balance of $96.2 million (11%) and
     a whole-loan balance of $250.0 million.  Standard & Poor's
     adjusted valuation has increased 12% since issuance.

  -- Westcore Colorado Portfolio, the fifth-largest loan in the
     pool, matures on Nov. 11, 2008.  Bank of America indicated
     that the borrower has given notice to exercise one of its
     three 12-month extension options and has met the extension
     requirements.  This loan has a whole-loan balance of $143.6
     million, which is divided into an $80.2 million senior
     participation interest that makes up 9% of the pooled trust
     balance and three nontrust junior participation interests
     totaling $63.4 million.  In addition, $8.9 million of a
     $12.3 million subordinate future advance interest has not yet
     been funded.  Following the release of two suburban/flex    
     office properties that paid down $31.3 million of the funded
     whole-loan balance (18%), the loan is currently secured by 13
     class A/B suburban/flex office properties and one industrial
     property totaling 1.2 million sq. ft. in Colorado.  The
     master servicer reported a debt service coverage (DSC) of
     2.41x for the year-ended Dec. 31, 2007, and 89% occupancy as
     of March 2008.  Standard & Poor's valuation declined 23%
     since issuance due to higher-than-expected operating
     expenses.  S&P will continue to closely monitor the progress
     of this loan.   

  -- 980 Madison Avenue, the sixth-largest loan in the pool,
     matures on Oct. 6, 2008. This loan appears on the master
     servicer's watchlist due to its upcoming maturity.  Bank of
     America indicated that the borrower is working to satisfy the
     conditions to exercise one of its three 12-month extension
     options.  The loan, secured by an 119,400-sq.-ft. class A   
     office building in Manhattan, has a pooled trust balance of
     $62.5 million (7%) and a $17.5 million nonpooled subordinate
     component that supports the "MA" raked certificates, which
     Standard & Poor's does not rate. Our valuation increased
     17% since issuance.

  -- University Village Towers, the 14th-largest loan in the pool,  
     matures, Sept. 4, 2008.  The master servicer placed this loan
     on its watchlist due to its impending maturity and indicated
     that the borrower has exercised one of its three 12-month
     extension options. Prior to approving the extension request,
     the master servicer is awaiting confirmation that the
     maturity on the interest rate cap agreement has also been
     extended.  The loan, secured by a 149-unit student housing
     complex in Riverside, Calif., has a whole-loan balance of
     $35.4 million.  The whole-loan balance consists of a $20.0
     million senior participation interest that makes up 2% of the
     pooled trust balance and a $15.4 million nontrust subordinate
     interest.  The master servicer reported a 1.16x DSC for the
     12 months ended Dec. 31, 2007, and 90% occupancy as of March
     2008.  Based on Standard & Poor's review of the borrower's
     operating statements for the trailing-12-months ended June
     30, 2008, and its 2008 budget, S&P adjusted value declined by
     22% since issuance.  The property is currently performing
     below our expectations due to lower-than-expected rental
     rates.  Standard & Poor's will continue to monitor the
     progress of the property's leasing activity.

Bank of America reported four loans totaling $199.4 million (23%
of pooled trust balance) on its watchlist.  S&P is also closely
monitoring the remaining loan on the watchlist as it may be a
credit concern; details of this loan are as follows:

  -- The Le Meridien Dallas loan, the 13th-largest loan in the
     pool, has a whole-loan balance of $32.0 million, which is
     divided into a $20.7 million senior participation interest
     that makes up 2% of the pooled trust balance and nontrust
     junior participation interests totaling $11.3 million.  The
     loan, secured by an 11-story, 258-suite, full-service hotel
     in Dallas, Texas, is on the watchlist because it reported a
     low DSC of 0.76x for the 12 months ended Dec. 31, 2007.  
     Occupancy was 55% as of June 2008.  The hotel was slated to
     be reflagged to a Le Meridien Dallas from a Prava Suites by
     late 2007; however, the conversion project has been delayed.  
     The borrower indicated that the conversion has begun in July
     2008 with a targeted December 2008 completion date.  S&P will
     continue to monitor the progress of the conversion.  The loan
     matures in September 2009 and has two 12-month extension
     options available.    

An increase in credit enhancement from a substantial paydown in
the pooled trust balance and the stable performance of 14 of the
16 loans in the pool mitigates our concerns.

Ratings Raised
   
Bear Stearns Commercial Mortgage Securities Trust 2007-BBA8
Commercial mortgage pass-through certificates

           Rating
  Class    To       From   Credit enhancement (%)
  -----    --       ----   ----------------------
  B        AAA      AA+                     30.04
  C        AA+      AA                      25.32
  D        AA       AA-                     20.60
  MS-1     AA+      A+                        N/A
  MS-2     AA       A                         N/A
  MS-3     A+       A-                        N/A
  MS-X     AA+      A+                        N/A

Ratings Affirmed
   
Bear Stearns Commercial Mortgage Securities Trust 2007-BBA8
Commercial mortgage pass-through certificates

  Class          Rating   Credit enhancement (%)
  -----          ------   ----------------------
  A-1            AAA                       68.98
  A-2            AAA                       34.76
  E              A+                        15.66
  F              A                         12.66
  G              A-                         9.87
  H              BBB+                       7.73
  J              BBB                        5.46
  K              BBB-                       2.57
  L              BBB-                        N/A
  X-1A           AAA                         N/A
  X-1B           AAA                         N/A
  X-2            AAA                         N/A
  X-4            AAA                         N/A
  X-2M           AAA                         N/A
  MS-4           BBB+                        N/A
  MS-5           BBB                         N/A
  MS-6           BBB-                        N/A
  MS-7           BB+                         N/A
  PH-1           BB+                         N/A
  PH-2           BB                          N/A
  PH-3           BB-                         N/A

  N/A-Not applicable.


BOWNETREE LLC: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bownetree LLC
        15 West 39th Street
        New York, NY 10018

Bankruptcy Case No.: 08-45854

Chapter 11 Petition Date: September 4, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Dennis E. Milton

Debtor's Counsel: Stephen B. Kass, Esq.
                  225 Broadway - Ste. 711
                  New York, NY 10007
                  Tel: (212) 843-0050
                  Fax: (212) 571-0640
                  Email: skass@sbkass.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's list of its 5 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Suzuki Capital Funding Ltd.     Construction Loan   $840,000
15 West 39th Street
New York, NY 10018  

Mosaic Construction             Construction Cost   $120,000
133 Ridgewood Ave.
Farmingville, NY 11738

Golden Eagle                    Construction Loan    $90,000
275 Madison Ave., Flr. 9
New York, NY 10016

Hess Oil                        Oil Bill             $45,000

Horowitz & Ullman               Accounting Services  $30,000


BROCADE COMMS: S&P Rates $1.1 Bil. Senior Secured Facilities 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to San Jose, Calif.-based Brocade Communications
Systems Inc. The outlook is stable.

"We also assigned a 'BB+' bank loan rating to Brocade's proposed
aggregate $1.125 billion senior secured credit facilities,
consisting of a $1 billion five-year term loan and a $125 million
revolver. The recovery rating on the credit facilities is `1',
indicating expectations for very high (90%-100%) recovery in the
event of a default," S&P relates.

"We also assigned preliminary senior unsecured and subordinated
ratings of 'BB-' and 'B', respectively, to debt securities that
may be issued under Brocade's recent $750 million universal shelf
registration. The $1 billion term loan will be used to partially
fund Brocade's $2.9 billion acquisition of Foundry Networks Inc.,
which we expect to close in the fourth quarter of calendar 2008.
Funding of the balance is expected to include $1.3 billion of
cash, $109 million of Brocade stock, and $500 million of unsecured
debt, which could include a drawdown under the shelf.

"In addition, we assigned a 'BB-' rating and '3' recovery rating
to McDATA Corp.'s $173 million of convertible subordinated notes
due 2010 that were part of the 2007 McDATA acquisition, reflecting
the unsubordinated guarantee from Brocade.  Pro forma for the
Foundry Networks acquisition, total revenue is about $2 billion
and leverage will be about 3.3x debt/EBITDA. We expect total debt
to be somewhat over $1.6 billion," S&P adds.

"Successful operational integration of Foundry Networks, coupled
with Foundry Network products that position Brocade to take
advantage of the expected demand for high-end network switching
products, could accelerate leverage reduction beyond that already
anticipated in the rating," said Standard & Poor's credit analyst
Rich Siderman.


CARBONE COS: Files for Bankruptcy Under Chapter 11 in Ohio
----------------------------------------------------------
Erik Larson of Bloomberg News reports that Carbone Companies Inc.
and its affiliate, Carbone Properties LLC, filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the Northern District of
Ohio.

"The filing was made so that we can reorganize the continuing
operation of our construction management business while giving us
the time and forum necessary to restructure certain real estate
business segments and develop a debt restructuring plan,"
Cleveland.com quoted chief executive officer Ross P. Carbone as
saying.

Bloomberg, citing papers filed with the Court, says the company
listed total asset of $35 million and total debts of
$40.7 million.

Based in Cleveland, Ohio, Carbone Companies Inc. provides
construction management services.


CHA HAWAII: Files for Bankruptcy Protection On Aug. 29
------------------------------------------------------
CHA Hawaii LLC and three other debtor-affiliates filed for Chapter
11 bankruptcy reorganization separately with the United States
Bankruptcy Court for the District of Delaware on August 29, 2008,
blaming skyrocketing health-care costs and a slower-than-expected
implementation of its turnaround plan because of cash shortfall,
Pacific Business News reports.

The Debtors announced earlier in August 2008 that they would lay
off approximately 80 of their 890 employees, Pacific Business News
says.

According to Pacific Business News, officials said the Debtors
were forced to file for bankruptcy because its lender refused to
extend existing loan agreements.

"We faced the threat that our lenders would freeze our cash,
creating a liquidity crisis that would force the hospitals to shut
down," Pacific Business News quotes Debtors' CEO Mr. Danelo
Canete.

Pacific Business News also quotes officials saying that the
Debtors have enough cash to pay all of its employees and will keep
wages and benefits as they are.  In addition, it is proposing to
sell its accounts receivable in order to fund full payment to its
vendors and other unsecured creditors, according to Pacific
Business News.

Wichita, Kansas-based CHA Hawaii, LLC, provides health care
services.  It is an affiliate of U.S. hospital management company
Cardiovascular Hospitals of America, and the more than 130 Hawaii-
based physicians who form Hawaii Physician Group, LLC.  Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP represents
the Debtors in their restructuring efforts.  When it filed for
bankruptcy, CHA Hawaii listed $1,000,000 to $10,000,000 in assets
and $50,000,000 to $100,000,000 in debts.


COLT DEFENSE: S&P Lifts Rating on Long-Term Corp. Credit to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Colt
Defense LLC, including raising the long-term corporate credit
rating to 'B+' from 'B'. The outlook is stable.

"The upgrade reflects better-than-expected revenue and earnings
growth, which has resulted in much improved credit protection
measures," said Standard & Poor's credit analyst Christopher
DeNicolo.  "Although the 2008 financial performance is not likely
sustainable, we do expect the weapons producer to maintain a
financial profile consistent with the higher ratings for the next
one to two years."

"Strong demand from the U.S. military is likely to result in debt
to EBITDA of about 3x in 2008, down from previous expectations of
above  4.5x. Although the high level of demand is not likely to
continue in 2009, we  expect credit protection measures to remain
appropriate for the rating for the next few years, with debt to
EBITDA 3.5x-4x, funds from operations to debt (adjusted for tax
distributions to partners)10%-15%, and EBITDA interest
coverage 2.5x-3x.

"The ratings on Colt Defense reflect a highly leveraged financial
profile, very limited product diversity, and a modest revenue base
($225 million to $250 million).  These factors are offset somewhat
by high levels of defense spending and the company's sole-source
contracts," S&P says.

West Hartford, Conn.-based Colt Defense produces small arms for
U.S. and  foreign military forces and law enforcement agencies,
and resells related accessories.  The company's primary--and
essentially only--product is variants of the M4 carbine and its
predecessor, the M16. Around 70% of revenues are to the U.S.
military, including sales under the foreign military sales
program.

The M4 is now the standard-issue rifle for the U.S. Army, and Colt
Defense is the exclusive supplier through June 2009. The
government can open the procurement for competition in 2009, but
the company would receive a 5% royalty if another contractor were
selected to produce the M4.  The government could also decide to
replace the M4 with a new rifle, although M4 sales would likely
continue for at least a few years as the new rifle is developed
and production ramps up.  Operating margins are solid, due to the
fixed-price contracts and efforts to improve operating efficiency,
although earnings are relatively modest.

Solid demand for the company's products has resulted in
significant increases in revenues, earnings, and cash flow, as
well as better-than-expected credit protection measures. Although
demand is likely to moderate, we expect the company to maintain a
financial profile consistent with current ratings.  S&P could
revise the outlook to negative if a cut in military funding
materially reduces demand for the firm's products below current
expectations or increased debt to fund acquisitions or dividends
results in debt to EBITDA above 4.5x for a sustained period.  S&P
do not expect to revise the outlook to positive in the near term
following the recent upgrade.


CONSTELLATION COPPER: TSE to Delist Common Shares by Oct. 2
-----------------------------------------------------------
Constellation Copper Corporation has been advised that the
Listings Committee of the Toronto Stock Exchange determined to
delist the common shares and the 5.5% Convertible Unsecured Senior
Subordinated Debentures of the company because it does not meet
the continued listing requirements of TSX, particularly Sections

709, 710 and 711 of The Toronto Stock Exchange Company Manual.

The delisting will be effective at the close of market on Oct. 2,
2008.  Constellation currently intends to apply for a listing of
the Securities on an alternative market.

                   About Constellation Copper

Headquartered in Lakewood, Colorado, Constellation Copper
Corporation (CCU: TSX) -- http://www.constellationcopper.com/--
evaluates and develops mineral properties in the United States and
Mexico. The company holds its properties primarily through three
of its wholly owned subsidiaries, Lisbon Valley Mining Co. LLC,
Minera Terrazas S.A. de C.V. and San Javier del Cobre S.A. de C.V.
LVMC operates the Lisbon Valley copper mine, which comprises three
main deposits: Sentinel, Centennial and GTO, plus the Cashin
satellite deposit, with reserves and resources totaling +50
million tons and grading an average 0.48% copper. Minera Terrazas
holds the company's interest in the Terrazas zinc-copper project
located in north- central Mexico. The property has a total
resource of 90 million tonnes grading 1.37% zinc and 0.32% copper
in two adjacent deposits. San Javier del Cobre S.A. de C.V. holds
the company's interest in the San Javier copper property located
in northwestern Mexico.

Constellation Copper Corporation's balance sheet at March 31,
2008, showed total assets of $65.6 million and total liabilities
of $105.0 million, resulting in a total shareholders' deficit of
$39.4 million.


DEPAUW BETA: Files for Bankruptcy to Halt Foreclosure
-----------------------------------------------------
DePauw Beta Students Aid Fund Inc. filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Southern District
of Indiana on Aug. 18, to stop Lehman Brothers Inc.'s foreclosure
on its frat house and to force Lehman Brothers to renegotiate the
mortgage, Hilary Lewis of the Business Sheet reported Thursday.

According to the report, the fraternity house defaulted on a
$1 million morgage that it used in 1999 for renovations on the
house.

                        About DePauw Beta

Based in Greencastle, Indiana, DePauw Beta Students Aid Fund, Inc.  
is a non-profit social club.  The Debtor filed for Chapter 11
reorganization on Aug. 18, 2008 (Bankr. S.D. Ind. Case No.
08-81189).  When DePauw Beta filed for protection from its
creditors, it listed assets of between $500,000 and $1,000,000 and
debts of between $1,000,000 and $10,000,000.


FORD MOTORS: Hosting Fairs to Help Employees Find Jobs
------------------------------------------------------
Ford Motor Company will host up to 120 potential employers,
colleges and franchisors at job fairs in the coming weeks to
recruit hourly employees from Southeastern Michigan and Northeast
Ohio plants who are considering taking a buyout offers.

A. Dearborn, Michigan job fair:

   What: Southeastern Michigan Job Fair
   When: Saturday, Sept. 13
   Where: Ford Conference and Events Center, 1151 Village Rd.,  
          Dearborn, MI 48124
   Time: 10 a.m. to 3 p.m. (Exclusive hours for UAW-Ford employees
         10 a.m. to noon. Open to public noon to 3 p.m.)

B. Cleveland, Ohio job fair:

   What: Cleveland Manufacturing Site Job Fair
   When: Tuesday, September 9
   Where: UAW Local 1250 Hall, 17250 Hummel Rd., Brook Park, Ohio
          44142
   Time: 10 a.m. to 3:30 p.m.

The job fairs are one of several resources Ford is offering plant
workers considering buyout offers.  To help educate workers, Ford
is offering a full-service career transition website at
http://www.yourjobconnection.org. The website provides resume-
writing support, lists local and regional job openings, summarizes
the Ford buyout packages and offers a host of useful information.

Among the employers and colleges participating in the job fair are
Archer Daniels Midland Company, Blue Cross Blue Shield, Baker
College, Computer Networking Center, Kelly Services, Liberty Tax
Services, Little Caesar's Enterprises, The Bartech Group, Madonna
College and University of Michigan, Dearborn.

Those participating in the Cleveland job fair are Alcan Rolled
Products, Associated Builders and Contractors, Cleveland Clinic,
CSX Transportation, DeVry University, Norfolk Southern Corp.,
Northeast Ohio Regional Sewer District, Smith International and
United Labor Agency.

Ford is currently offering 10 buyout packages to its workers at
plants in Ohio, Southeastern Michigan and Kentucky.  The packages
include a lump sum of $100,000, early retirement incentives, and
educational opportunities to receive a two- or four-year college
degree.  The packages will be offered throughout the fall, and
employees who take a package will leave the company by the end of
the year.

                      About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2008,
Fitch Ratings has downgraded the issuer default rating of Ford
Motor Company and Ford Motor Credit Company LLC to 'B-' from 'B'.  
The Rating Outlook remains Negative.  The downgrade reflects: the
further deterioration in Ford's U.S. sales as a result of economic
conditions, an adverse product mix and the most recent jump in gas
prices; portfolio deterioration at Ford Credit and heightened
concern regarding economic access to capital to support financing
requirements; and escalating commodity costs that will remain a
significant offset to cost reduction efforts.


FRONTIER OIL: S&P Upgrades Corporate Credit Rating to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
its corporate credit rating, on Frontier Oil Corp. to 'BB' from
'BB-'.  S&P removed the ratings from CreditWatch with positive
implications, where they were placed on June 30,
2008.  The outlook is stable.

"The upgrade is based on Frontier's relatively sturdy operating
performance, strong credit measures for the rating, and prudent
financial policy," said Standard & Poor's credit analyst Amy Eddy.

The refining industry has seen margins plunge over the last 12
months due to the rising cost of crude oil and lower demand for
refined products related to a weak U.S. economy.  While Frontier
has not been immune to these forces, the company's performance has
not suffered as much as that of its peers, primarily because
Frontier's refineries are able to process heavy crude grades,
which typically sell at a discount to WTI.  The upgrade also
reflects the company's moderate financial policies of low debt
leverage, which have provided a buffer to the turbulent refining
industry.  For the first half of 2008, Frontier's annualized debt
to EBITDA was below 1x and interest coverage was more than 15x.

In addition, the company's good operating performance over the
past few years and relatively favorable end markets have mitigated
concerns associated with Frontier's limited asset diversification
(two refineries).  The ratings are tempered by this narrow focus
and challenges the company could face if one of the refineries
were to be offline for an extended period.  Approximately two
thirds of EBITDA is generated from one refinery.  Additionally,
ratings reflect the extreme volatility of the refining sector,
compounded by high fixed-cost requirements for refinery equipment
and regulatory compliance.


GMAC LLC: To Streamline Mortgage Operations, Close Retail Offices
-----------------------------------------------------------------
GMAC Financial Services and its subsidiary Residential Capital,
LLC unveiled additional initiatives to further optimize the
mortgage business as the downturn in the credit and mortgage
markets persists. In response to these conditions, ResCap has
enacted a plan to significantly streamline its operation, reduce
cost, adjust its lending footprint and refocus its resources on
strategic lending and servicing.

On Sept. 2, 2008, a plan was approved that included closing all
200 GMAC Mortgage retail offices, ceasing originations through the
Homecomings wholesale broker channel, further curtailing business
lending and international business activities, and right-sizing
functional staff support.  In addition, the company is evaluating
strategic alternatives for the GMAC Home Services business and the
non-core servicing business.  These collective actions will reduce
the ResCap workforce by approximately 5,000 employees, or 60
percent. Approximately 3,000 employees will receive notification
this month with the majority of the remaining 2,000 reductions
expected to occur by year-end.

"While these actions are extremely difficult, they are necessary
to position ResCap to withstand this challenging environment,"
said ResCap Chairman and Chief Executive Officer Tom Marano.

"Conditions in the mortgage and credit markets have not abated
and, therefore, we need to respond aggressively by further
reducing both operating costs and business risk."

ResCap will incur a charge expected to range from $90 million to
$120 million that reflects the 3,000 workforce reductions and
related operational streamlining initiatives. The charge will
include costs related to severance and other employee-related
costs of approximately $50 to $60 million and facility closure
costs of approximately $40 to $60 million. The majority of the
charge is expected to be reflected in the third quarter and result
in future cash expenditures of approximately $55 million.
Potential charges related to the remaining 2,000 workforce
reductions have not yet been determined.

The workforce reductions will include a range of administrative
and managerial positions. All eligible employees affected by the
workforce reduction will be provided severance packages and
outplacement assistance.

ResCap will continue to originate loans in the U.S. and
internationally where there is a secondary market to sell the
loans. The company will originate products through its
correspondent and direct lending channels. ResCap's commitment to
servicing loans is unchanged by the announced actions, and the
company will continue to expand and enhance its industry-leading
servicing platform, including further development of high-touch
special servicing operations to help preserve homeownership and
support investors that own distressed and special situation loan
portfolios.

                          About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                            *     *     *

As disclosed in the Troubled Company Reporter on June 18, 2008,
Moody's Investors Service assigned ratings of Caa2 and Caa3 to
Residential Capital LLC (ResCap)'s senior secured and junior
secured bonds, respectively.  These bonds were issued as part of
ResCap's bond exchange which was completed on June 4, 2008.  The
ratings of ResCap's unsecured senior debt and unsecured
subordinate debt were affirmed at Ca and C, respectively.  Ratings
are under review for downgrade.  Separately the senior unsecured
rating of GMAC LLC was downgraded to B3 from B2 with a negative
outlook.

As disclosed in the Troubled Company Reporter on June 9, 2008,
Fitch Ratings has downgraded Residential Capital LLC's long- and
short-term Issuer Default Ratings to 'D' from 'C' following
completion of the company's distressed debt exchange.  Fitch has
also removed ResCap from Rating Watch Negative, where it was
originally placed on May 2.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors            
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.


GMAC LLC: Cutbacks to Curb Earnings, WSJ Report Says
----------------------------------------------------
Residential Capital LLC's plan to cut cost could sharply curtail
its ability to lend and its potential to earn, an article by
Aparajit Saha-Bubna of The Wall Street Journal states.

Parent GMAC Financial Services and ResCap have announced plans to
shut down all 200 GMAC Mortgage retail offices and 5,000 job cuts
or 60% of the workforce at ResCap by the end of the year.  ResCap
will also stop providing home loans through third-party brokers.  
A related story appears in today's Troubled Company Reporter.

Job cuts, and office closures at the company could lead to savings
of $1 billion each year starting in 2009, according to a company
official.  This is a significant amount considering that the
company's total expenses in 2007 was $3.86 billion, the report
noted.  

A director at Standard & Poor's analyzed ResCap's moves and its
effect on the ability of the company to generate profit after the
cutbacks.  Jack Bartko at S&P admits that after several quarterly
losses at ResCap, a billion dollars in saving is significant.  He
added, however, "But the question for us is, after you complete
these actions and have rationalized your infrastructure, what
business model are you left with? And what kind of profit margins
are you looking at?" he said, according to the report.

ResCap lost $4.3 billion in 2007 and was loss-making for the last
seven quarters.

The report says Rescap's scaling back will leave it focusing
solely on prime mortgages that are bought by Fannie Mae and
Freddie Mac.  It adds, "While a safe business bet, profit margins
in this line of work are razor thin, with loan volume being a big
determinant of income."

Mr. Bartko reportedly said: "In large part, ResCap did have scale,
but across a much broader product spectrum," said Mr. Bartko. Now,
ResCap "is limiting itself to the narrowest of products in terms
of margin. This raises questions of profitability even with
scale."

                          About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                            *     *     *

As disclosed in the Troubled Company Reporter on June 18, 2008,
Moody's Investors Service assigned ratings of Caa2 and Caa3 to
Residential Capital LLC (ResCap)'s senior secured and junior
secured bonds, respectively.  These bonds were issued as part of
ResCap's bond exchange which was completed on June 4, 2008.  The
ratings of ResCap's unsecured senior debt and unsecured
subordinate debt were affirmed at Ca and C, respectively.  Ratings
are under review for downgrade.  Separately the senior unsecured
rating of GMAC LLC was downgraded to B3 from B2 with a negative
outlook.

As disclosed in the Troubled Company Reporter on June 9, 2008,
Fitch Ratings has downgraded Residential Capital LLC's long- and
short-term Issuer Default Ratings to 'D' from 'C' following
completion of the company's distressed debt exchange.  Fitch has
also removed ResCap from Rating Watch Negative, where it was
originally placed on May 2.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors            
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.


HC INNOVATIONS: June 30 Balance Sheet Upside-Down by $4,716,217
---------------------------------------------------------------
HC Innovations Inc.'s consolidated balance sheet at June 30, 2008,
showed $7,827,038 in total assets and $12,543,255 in total
liabilities, resulting in a $4,716,217 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $4,008,617 in total current assets
available to pay $12,126,389 in total current liabilities.

The company reported a net loss of $3,533,075 on net revenues of
$6,833,433 for the second quarter ended June 30, 2008, compared
with a net loss of $1,879,434 on net revenues of $2,752,470 in the
corresponding period in 2007.

For the three months ended June 30, 2008, total SG&A expenses were
$4,127,676 representing an increase of $2,025,578 (96%) as
compared to the total SG&A expenses of $2,102,098 for the
three months ended June 30, 2007.  The increase in SG&A expenses
is largely a result of the company's expansion to ten states.  

For the three months ended June 30, 2008, net other expenses were
$1,335,194 representing an increase of $1,330,857 compared to net
other expenses of $4,337 for the three months ended June 30, 2007.
Amortization of beneficial conversion discounts and deferred
financing costs related to the issuance of convertible debentures
in the fourth quarter of 2007 and the first six months of 2008
were the primary factors driving the increase of these expenses
for both comparative the three and six month periods ended
June 30, 2008.

The company has historically financed its liquidity needs through
a variety of sources including proceeds from the sale of common
stock, borrowing from banks, loans from the company's
stockholders, issuance of convertible debentures and cash
flows from operations.  At June 30, 2008 and Dec. 31, 2007, the
company had $76,885 and $3,442,290, respectively, in cash and cash
equivalents.

Operating activities for the six months ended June 30, 2008, used
$3,977,525, representing an increase of $1,009,920 when compared
to the cash used in operating activities of $2,967,605 for the six
months ended June 30, 2007.  The company said this level of cash
utilization reflects the company's continued investment in
building corporate infrastructure, start-up costs associated with
new contracts, expansion into new markets and increased spending
with respect to business development.

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?31b6

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 29, 2008,
Carlin, Charron & Rosen, LLP, in Glastonbury, Conn., expressed
substantial doubt about HC Innovations Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.  
The auditing firm pointed to the company's negative working
capital, net losses for the two years then ended, and accumulated
deficit.

                       About HC Innovations

Headquartered in Shelton, Conn.,  HC Innovations Inc. (OTC BB:
HCNV) -- http://www.hcinnovationsinc.com/-- is the holding   
company for Enhanced Care Initiatives (ECI), which provides
complex care management services for medically unstable, complex
patients.  These services are performed through a program of 24/7
clinical support and intensive interventions based on care plans
guided by a proprietary electronic health record (EHR) system.

The company targets its offering to HMOs, other risk-bearing
managed care organizations, state Medicaid departments, and as an
on-site subcontractor for disease management companies.


LEHMAN BROTHERS: WSJ Says KDB's Plan Could Face Regulatory Hurdles
------------------------------------------------------------------
Evan Ramstad of The Wall Street Journal says executives of Korea
Development Bank -- which, according to reports, has proposed to
acquire a stake in U.S. investment bank Lehman Brothers Holdings
Inc. -- face difficulties in finding partners for the acquisition.    
They could also faces hurdles in convincing regulators who oversee
KDB.

Reports citing Chosun Ilbo, South Korea's largest mass-circulation
daily, say KDB has proposed to acquire a 25% stake in Lehman.  Dow
Jones reports that KDB is prepared to pay at least $4.4 billion
for the stake.  Associate Press say KDB could offer as much as
$5.3 billion.

Korea Development Bank is in talks to buy a stake in the
securities firm, Chief Executive Officer Min Euoo Sung said,
according to Bloomberg News.  But he refused to comment further.  
WSJ says what Mr. Min told local reporters was only that he hopes
to form a consortium with other Korean banks and investors to
invest in the Wall Street bank.

Mr. Ramstad's report says a deal involving KDB, which is South
Korea's fifth-largest bank with assets of about $120 billion,
faces numerous challenges, including that which could be posed by
regulators.  The South Korean government has plans of splitting
KDB into a holding company a separate development fund, and later
on privatizing the holding company.  According to the report, "Jun
Kwang-woo, chairman of the Financial Services Commission, which
regulates South Korea's banks, expressed skepticism at the idea of
a state-run firm taking a major role in a Wall Street investment
bank."

With regards to finding partners for the acquisition, the report
said several major South Korean financial institutions, including
Kookmin Bank, Hana Financial Group Inc. and Shinhan Financial
Group Co., said they are unwilling to join KDB in an investment in
or acquisition of Lehman.

Lehman has been struggling to keep up with the losses it had to
take in marking to market its mortgage assets, and is exploring
options to raise capital.

                       About Lehman Brothers

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


LEVI STRAUSS: CFO Resigns; Appoints Heidi Manes as Interim CFO
--------------------------------------------------------------
Levi Strauss & Co. disclosed that its chief financial officer,
Hans Ploos van Amstel, has decided to leave the company to pursue
other career opportunities.  LS&CO.s corporate controller and
principal accounting officer, Heidi Manes, will serve as CFO on an
interim basis while the company recruits externally for a
permanent replacement.  Mr. Ploos van Amstel has agreed to serve
as a financial consultant to LS&CO. for the next several months to
help ensure a smooth transition.

Ms. Manes joined LS&CO. in 2002 from KPMG LLP and has held several
leadership positions in the LS&CO. finance organization.

"[Ms. Manes] is steeped in the financial details of our global
enterprise, and she played an integral role in developing our
accounting policies, financial controls and external reporting
practices," LS&CO.'s chief executive officer John Anderson, said.
"[Ms. Manes] is well-positioned to lead the finance team through
this transition."

"[Mr. Ploos van Amstel] was a key contributor in strengthening the
financial performance of the company during the past several
years, Mr. Anderson also said.  "He helped us to improve our
capital structure, reduce costs and debt, and enhance our
financial controls, accounting capabilities and reporting
processes.  We wish Hans the very best in his future endeavors."

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading   
branded apparel companies.  The company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The company markets its
products in three geographic regions: Americas, Europe and Asia
Pacific.

As reported in the Troubled Company Reporter on July 10, 2008, the
company's consolidated balance sheet at May 25, 2008, showed
$2.9 billion in total assets, $3.2 billion in total liabilities,
and $5.1 million in temporary equity, resulting in a $387.1
million total stockholders' deficit.

                          *     *     *

Moody's Investors Service placed Levi Strauss & Co.'s long term
corporate family and probability of default ratings at 'B1' in
March 2007.  The ratings still hold to date with a positive
outlook.


LIBERTY MEDIA: S&P Puts 'BB+' Corporate Credit Rating on Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Liberty
Media Corp., including the 'BB+' corporate credit rating, on
CreditWatch with negative implications.

"The CreditWatch placement is based on the board of directors'
authorization to proceed with a plan to distribute the businesses
and assets attributed to Liberty Entertainment to existing Liberty
Entertainment tracking stock holders," said Standard & Poor's
credit analyst Andy Liu.  "If the transaction proceeds as planned,
the split-off would remove significant asset value from Liberty
Media, while leaving most of Liberty Media's consolidated
debt in place, significantly raising financial risk."

"We expect the split-off company, Liberty Entertainment Inc., to
comprise about 50% of The DIRECTV Group Inc.; 100% of Starz
Entertainment, FUN Technologies, and Liberty Sports Holdings LLC;
50% of GSN LLC; and 37% of WildBlue Communications.  Liberty
Media's 50% stake in DIRECTV is valued at around $15 billion based
on its closing stock price on Sept. 3, and Starz Entertainment is
one of Liberty Media's few wholly owned and cash flow contributing
assets aside from QVC Inc., which generates the bulk of EBITDA.  
Pro forma for the split-off, QVC will effectively be the sole
operating asset supporting the credit rating of Liberty Media,"
S&P says.

"The split-off would eliminate crucial direct support for holding
company debt, leaving recovery more dependent on residual asset
value of subsidiaries.  As a result, we could revise the issue-
level and recovery ratings on the holding company debt to a level
lower than the corporate credit rating.  The holding company debt
is currently rated at the same level as the corporate credit
rating based largely on Liberty Media's more than $20 billion (as
of June 30, 2008) equity investment portfolio.

"The split-off company will be the obligor on approximately $2
billion in debt incurred to acquire 78.3 million DIRECTV shares in
April 2008, but the 3.25% exchangeable debentures due 2031 that
are currently attributed to Liberty Entertainment will be
reattributed to Liberty Capital and remain with Liberty Media.  
The transaction would be effected as the redemption of all
outstanding shares of Liberty Entertainment tracking stock in
exchange for shares of the subsidiary, and is intended to be tax-
free to shareholders.

"The CreditWatch listing highlights uncertainty surrounding the
company's future business strategy and capital structure. If the
transaction proceeds as planned, we could potentially lower the
corporate credit rating to as low as 'B+' based on the significant
decrease in asset value and the loss of an important operating
asset (Starz Entertainment).  In resolving the CreditWatch
listing, we will meet management to discuss these issues and the
company's future strategies," S&P relates.


LIBERTY MEDIA: Moody's Places Ba2 Ratings Under Negative Watch
--------------------------------------------------------------
Moody's Investors Service placed Liberty Media LLC's Ba2 Corporate
Family rating, Ba2 Probability of Default rating, and associated
debt ratings as detailed below on review for possible downgrade.
The review follows the company's announcement that its board of
directors had authorized management to develop a plan to spin-off
the businesses and assets attributed to the Liberty Entertainment
group, which includes Starz Entertainment and Liberty's
approximate 50% stake in DIRECTV Group, Inc. (subsidiary DIRECTV
Holdings LLC has a Ba2 CFR).  Liberty indicated that, as currently
contemplated, approximately $2 billion of debt related to an
equity collar arrangement used to fund the purchase of
78.3 million DIRECTV shares in April 2008 would transition to the
spin-off entity with Liberty's other debt remaining with the
company.  If completed, the spin-off could result in a material
reduction in Liberty's consolidated asset value-to-debt coverage,
which is an important driver of the company's Ba2 CFR.

Placed On Review for Possible Downgrade:

Issuer: Liberty Media LLC

   -- Corporate Family Rating, currently Ba2

   -- Probability of Default Rating, currently Ba2

   -- Senior Unsecured Notes, currently Ba2

Outlook Actions:

Issuer: Liberty Media LLC

   -- Outlook, Changed To Rating Under Review From Negative

In the review, Moody's will monitor whether Liberty decides to
proceed with a definitive plan to spin-off Liberty Entertainment
and the contingencies that would need to be satisfied to complete
a transaction.  Moody's will also consider the effect on Liberty's
asset composition, cash flow generation, financial leverage and
asset coverage of debt.  In addition, Moody's will evaluate the
effect that a spin-off would have on the notching of Liberty's
outstanding bonds relative to the CFR given the potential
reduction in the amount and diversity of assets supporting the
bonds that currently help to mitigate the structural subordination
of Liberty's bonds to debt at subsidiaries including the credit
facilities at QVC, Inc.

Liberty's SGL-1 speculative-grade liquidity rating is not under
review.  Moody's expects the company's free cash flow and
substantial cash balance to continue to provide very good
liquidity.

Liberty, headquartered in Englewood, Colorado, is a holding
company that owns and operates a broad range of electronic
retailing, communications, and entertainment businesses and also
owns equity and debt positions in wide variety of technology,
media and telecommunications companies.


LIFEPOINT HOSPITALS: Moody's Affirms Ba3 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed LifePoint Hospital Inc.'s Ba3
Corporate Family and Probability of Default Ratings.  Moody's also
upgraded the instrument ratings on LifePoint's senior credit
facility to Ba1 from Ba2 and its senior subordinated notes due
2025 to B1 from B2.  The upgrade reflects changes in the capital
structure that have taken place since we last updated our
application of the Loss Given Default Methodology, including
continued repayment of the senior term loan.  The outlook for the
ratings is stable.

The ratings continue to reflect financial metrics that are
comfortably within the expectations of a Ba company, including
adjusted leverage and interest coverage.  The ratings are also
supported by the company's excellent liquidity position,
characterized by strong free cash flow, the availability of an
undrawn revolver and comfortable levels of compliance with
financial covenants.

The ratings also reflect the challenges in growing EBITDA in the
face of industry and company specific challenges.  Like many of
the for-profit hospital operators, the company has seen weakness
in volume trends.  Further, the ratings incorporate the potential
that a return to the acquisition market could be accompanied by an
increase in leverage or constraints on free cash flow because of
capital investment needs.

However, the stable rating outlook reflects our expectation that
the company will maintain a measured and disciplined approach to
acquisition activity and not materially increase financial
leverage.  The stable rating outlook also reflects the expectation
of continued favorable operating performance and cash flow
generation despite challenges related to weak volumes and
increasing bad debt expense and company specific issues related to
the continued implementation of initiatives developed in "deep
dives" and the focus on physician recruitment and retention.

For further details, refer to Moody's Credit Opinion on LifePoint
Hospitals, Inc.

A summary of Moody's actions.

Ratings upgraded:

   -- $350 million revolving credit facility to Ba1 (LGD2, 25%)
      from Ba2 (LGD2, 29%)

   -- $1,450 million senior secured term loan to Ba1 (LGD2, 25%)
      from Ba2 (LGD2, 29%)

   -- $225 million senior subordinated convertible notes due 2025
      to B1 (LGD5, 80%) from B2 (LGD5, 84%)

Ratings affirmed:

   -- Corporate Family Rating, Ba3

   -- Probability of Default Rating, Ba3

Headquartered in Brentwood, Tennessee, LifePoint Hospitals, Inc.
is a leading operator of general acute care hospitals focusing on
non-urban communities. The company generated revenue of
approximately $2.7 billion for the twelve months ended June 30,
2008.


LINENS N THINGS: Wants 53 Unexpired Non-Residential Leases Nixed
----------------------------------------------------------------
Linens 'n Things, Inc., and its debtor-affiliates notify the
United States Bankruptcy Court for the District of Delaware and
parties-in-interest that they intend to reject 53 unexpired non-
residential leases:

Landlord                Lease Date    Premises/Location
--------                ----------    -----------------
Catellus Development    03/31/2004    Pacific Commons
Corporation                           43756 Christy Street
                                       Fremont, California

DDR MDT Marketplace     11/30/2001    The Marketplace
at Towne Center                       at Towne Center
                                       19079 LBJ Freeway
                                       Mesquite, Texas

Woodbury Centre         10/26/2001    Woodbury Town Center
Harriman, LLC                         37 Center Drive
                                       Harriman, New York

Midway Shopping Center  11/25/2002    Midway Shopping Center
                                       955 Central Park Avenue
                                       Scarsdale, New York

FC Woodbridge           04/05/2001    Woodbridge Crossing
Crossing, LLC                         471 Green Street
                                       Woodbridge, New Jersey

CRE DI Bristol, LLC     02/05/2001    Corona Hills Plaza
                                       430 McKinley Street
                                       Corona, California

Inland US               08/12/2004    Bangor Parkade
Management, LLC                       460 Still Water Avenue
                                       Bangor, Maine

DDR DB Tech             08/30/2002    Ventures LP
                                       Tech Ridge Crossing
                                       12901 I-35 Service Rd NBB6
                                       Austin, Texas

Lanesborough            04/30/2002    Barkshire Mall
Enterprises NewCo LLC                 Old State Road & Route 8
                                       Lanesborough, Mass.

Inland Pacific          05/28/2003    Pacheco Plaza
Property Services LLC                 7201 Camino Arroyo
                                       Gilroy, California

Tracy Pavilion, LLC     10/07/2002    Tracy
                                       2483 North Naglee Road
                                       Tracy, California

Inland US Mgmt., LLC    10/15/2002    Dorman Center, Space 9
                                       120 Dorman Center Drive
                                       Spartanburg, So. Carolina

Bainbridge Shopping     04/10/2001    Bainbridge Commons
Center, LLC                           7155 Marketplace Drive
                                       Aurora, Ohio

Riverside Enterprises   02/23/2001    Riverside Center
                                       710 Horatio Drive
                                       Utica, New York

Greenway Station        08/21/2002    Greenway Station
                                       1661 Demings Way
                                       Middletown, Wisconsin

Centerpointe Dev't      09/05/2000    Centerpoint Mall
Company, LLC                          3565 28th St. SE, Unit 5A
                                       Kentwood, Michigan

Arapahoe Crossings LP   04/22/2002    Arapahoe Crossings
                                       6626 South Parker Road
                                       Aurora, Colorado

DDR MDT Grandville      09/21/2001    Rivertown Marketplace
Marketplace, LLC                      4525 Canal Avenue SW
                                       Grandville, Michigan

Potomac Mills           04/29/1985    Potomac Mills Shop'g Ctr.
Operating Co., LLC                    2700 Potomac Mills Cir#601
                                       Prince William, Virginia

June Limited            04/17/2003    Tyson's Corner
Liability Company                     2051 Chain Bridge Road
                                       Tyson's Corner, Virginia

VNO Shops on Lake LLC   10/11/2001    The Shops on South Lake St
                                       455 South Lake Avenue
                                       Pasadena, California

Belmar Mainstreet       05/29/2003    Belmar Shopping Center
Holding I, LLC                        7000 W Alameda Ave. Unit H
                                       Lakewood, Colorado

RMS Investment Corp.    07/26/1996    Golden Gate Plaza
                                       1520 Golden Gate Plaza
                                       Mayfield Heights, Ohio

Greenan DeKock          05/06/2002    Alpine Summit
Properties, LLC                       3165 Alpine Avenue
                                       Walker, Michigan

Inland US Mgmt., LLC    08/07/2002    The Capital Center
                                       1000 Capital Center Blvd.
                                       Largo, Maryland

Inland Continental      10/31/2003    Yuma Palms Reg'l Shopping
Property Mgmt. Corp.                  1414 Yuma Palms Parkway
                                       Yuma, Arizona

Inland Commercial       12/21/1997    The Promenade Venture II
Property Management                   905 Perimeter Drive
                                       Schaumberg, Illinois

REA Reno, LLC           04/29/2003    South Virginia Street
                                       6671 S. Virginia Street
                                       Reno, Nevada

Lockard Wichita         05/16/2003    Wichita Falls
Square, LLC                           3610 Callfield Road
                                       Wichita Falls, Texas

Oakridge Mall LP        08/01/2003    Oakridge Mall
                                       925 Blossom Hill Road
                                       San Jose, California

Inland US Mgmt., LLC    03/14/2003    Stateline Station S/C
                                       901 West 136th Street
                                       Stateline Station, Mo.

BFW/Howell Associates   05/01/2003    Howell Commons
                                       4771 Route 9 North
                                       Howell, New Jersey

Mapes Ranch Investment  10/30/2000    Sisk Road Center
                                       3900 Sisk Road
                                       Modesto, California

Red Speedway, Inc.      11/22/2004    The Legends at Village W
                                       1817 Village W. Pkwy#D-006
                                       Kansas City, Kansas

Independence Center     02/11/2002    Independence Mall
                                       Independence Mall Drive
                                       Kingston, Massachusetts

Manhasset Venture LLC   05/11/2004    Manhasset Center
                                       1380 Northern Boulevard
                                       Manhasset, New York

Inland Commercial       12/28/2004    Apache Shoppes
Property Mgmt., Inc.                  1220 16th Sreet SW
                                       Rochester, Minnesota

IpofA West Oaks Mall    10/10/2002    West Oaks Mall
Lease Co., LP                         1000 W Oaks Mall Sp. 233
                                       Houston, Texas

Cerritos Towne          04/15/2005    Cerritos Town Center
Center, LLC                           12731 towne Center Drive
                                       Cerritos, California

WFND, LLC               02/06/2001    Menard's Plaza
                                       1500 13th Ave. E Suite A
                                       West Fargo, North Dakota

CLPF-Promenade, LP      06/03/2005    The Promenade of Natomas
                                       3611 N Freeway Boulevard
                                       Sacramento, California

Springdale/Mobile       07/07/2000    Springdale Mall
Limited Partnership                   3250 Airport Boulevard
                                       Mobile, Alabama

Biddeford Crossing II   02/13/2006    The Shops at Biddeford
                                       Crossing, 106 Shoppes Way
                                       Biddeford, Maine

Ramco Auburn            10/16/2000    Crossroads of America
Crossroads SPE LLC                    9840 Freemont Pike
                                       Rossford, Ohio

SPI P Hill Associates   11/18/2005    Pleasant Hill
                                       3250 Buskirk Avenue
                                       Pleasant Hill, California

Murray Bart Associates  09/27/2000    Former Hechingers
                                       3700 William Penn Highway
                                       Monroeville, Pennsylvania

Woodbury Lakes Retail   05/19/2007    Woodbury Lakes
                                       9160 Hudson Road
                                       Woodbury, Minnesota

KDI Omaha, LP           08/01/2005    Sorenson Parkway Plaza
                                       6516 North 73rd Plaza
                                       Omaha, Nebraska

CBL SM-Brownsville LLC  02/02/2005    Sunrise Mall
                                       2370 N Expressway Ste 1038
                                       Brownsville, Texas

OBK Kimball Junction    01/31/2005    Newpark Town Center
                                       6400 N Highway 224 Ste. B
                                       Park City, Utah

Inland US Management    12/17/2004    King Phillips Crossing
                                       251 Highland Avenue
                                       Seekonk, Massachusetts

Dennison Royal, et al.  02/08/2006    Ground Lease
                                       2712 Central Expressway
                                       Plano, Texas

Plano Things, L.P.      05/18/2007    Plano
                                       2712 Central Expressway
                                       Plano, Texas

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

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

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., J7ohn
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

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


LINENS N THINGS: Landlords Challenge Rejection of 53 Leases
-----------------------------------------------------------
Landlords Centerpoint Development Company, L.L.C., Baldwin
Commons, L.L.C., RLV Troy Marketplace, LP, RLV Millennium Park,
LP, and Ramco Auburn Crossroads SPE, LLC, object to Linens 'n
Things, Inc., and its debtor-affiliates' plan to reject certain
non-residential real property leases.

The Landlords relate that they entered into a side letter
agreement with the Debtors on May 30, 2008, relating to the going
out of business sale procedures.

The Side Agreement provides that the Debtors will remove all
inventory, furniture and other personal property from the
premises no later than seven days after the conclusion of the
Store Closing Sales, and that any de minimus property left at the
premises would be abandoned to the landlord.  The Side Agreement
also provided that it amended the order approving liquidation
agreement, sale, and related relief.

Paul S. Magy, Esq., at Kupelian Ormond & Magy, P.C., in
Southfield, Michigan, contends that the Debtors' intended actions
of abandoning all of their properties within the premises is in
direct violation of the order approving liquidation agreement, as
amended by the Side Agreement.  He notes that since the Personal
Property still occupies each of the leased premises, the
rejection should not be effective until all of the Personal
Property is removed, and the leased premises is returned in the
condition required by the leases.

Because keys to some of the leased premises have not been turned
over to the Landlords, rent should continue to accrue
and rejection should not be effective, Mr. Magy also argues.

If the United States Bankruptcy Court for the District of Delaware  
does not require the Debtors to remove all their Personal
Property, the Landlords should be entitled to an administrative
claim for all costs related to the removal of the property, and
all costs of returning the leased premises to the condition
required under the leases, Mr. Magy points out.

The Landlords ask the Court to:

   -- require the Debtors to remove all of their Personal
      Property;

   -- allow the Landlords an administrative claim for the costs
      of removing the Personal Property and returning the
      premises to rentable condition;

   -- set an effective date of rejection as the date all of the
      Personal Property is removed and the premises is returned
      to rentable condition;

   -- grant the Landlords attorneys' fees and any additional
      pecuniary losses; and

   -- grant the Landlords additional amounts as may become due
      prior to any lease rejection.

Cost Plus, Inc., and June Limited Liability Company also filed
objections to the Debtors' notices of rejection of unexpired
leases.  They ask the Court to disapprove the proposed rejection
of leases.

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

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

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., J7ohn
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

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


LINENS N THINGS: Enters Into New Vehicle Leasing Pact with Wheels
-----------------------------------------------------------------
Linens 'n Things, Inc., and its debtor-affiliates ask permission
from the United States Bankruptcy Court for the District of
Delaware to (i) enter into a vehicle leasing agreement with
Wheels, Inc., pursuant to the terms of the Wheels Inc. and Wheels
Leasing Canada Ltd. Master Lease Agreement, and (ii) release
Wheels from any causes of action or rights of recovery under
Chapter 5 of the Bankruptcy Code.

Prior to this, the Debtors have asked the Court for permission to
enter into a vehicle leasing agreement with Wheels, Inc., for
their continued use and possession of certain vehicles for a term
concluding on October 1, 2008.

Pursuant to terms of the parties' new Leasing Agreement, the
Debtors will pay a fixed monthly payment for each leased vehicle.  
At the end of a vehicle's leased term, Wheels will sell the
vehicle at wholesale on the best terms available for cash.

To the extent the consideration for the sale is below the
parties' stipulated cost, the Debtors will be liable for the
difference.  However, if the consideration is higher, Wheels will
credit the difference to the Debtors' account.  In addition, the
Debtors will continue to provide a letter of credit in an initial
amount of $250,000 to Wheels to secure their obligations under
the Postpetition Leasing Agreement.

The Debtors assert that there is "ample sound business reasoning"
to enter into the Postpetition Leasing Agreement because the
employees need continued use of the vehicles to ensure that the
employees are able to discharge their duties effectively for the
best interests of the bankruptcy estates.

The Debtors inform the Court that they contacted other potential
fleet service providers, and were unable to negotiate an
agreement with any other provider.  They also relate that the
Official Committee of Unsecured Creditors actively participated
in the negotiation of the Postpetition Leasing Agreement.

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

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

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., J7ohn
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

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


LITHIUM TECHNOLOGY: Reports Financial Results for Three Periods
--------------------------------------------------------------
Lithium Technology Corporation filed on August 29 its financial
results for periods ended March 31, 2007, June 30, 2007, and
Sept. 30, 2007.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $11,378,000 and total liabilities of $39,669,000, resulting in
a shareholders' deficit of $28,291,000.

For the three months ended Sept. 30, 2007, the company incurred
net loss of $ 3,513,000 compared to net loss of $4,262,000 for the
same period in the previous year.

For the three months period ended Sept. 30, 2007, and 2006,
revenues from product sales decreased by 24% or $262,000 from
$1,105,000.  The decrease in sales revenues is a result of some
delays in projects that the company were involved with and its
focus on developing the iron-phosphate product line.

The company reported net loss of $27,320,000 for the nine months
ended Sept. 30, 2007, compared to net loss of $10,995,000 for the
same period in the previous year.

Revenues from products sales decreased by $473,000 or 19% to
$2,024,000 in the nine months ended Sept. 30, 2007, from
$2,497,000 in the same period in 2006.   

                 Liquidity and Financial Condition

On Sept. 30, 2007, cash and cash equivalents were $279,000.  Total
liabilities on Sept. 30, 2007, were $39,669,000 consisting of all
current liabilities.  On Sept. 30, 2007, assets included
$2,504,000 in inventories, property and equipment, net, of
$7,134,000, and prepaid expenses and other assets of $348,000.  As
of Sept. 30, 2007, the company's working capital deficit was
$36,044,000 as compared to $27,528,000 at Dec. 31, 2006.  The
company expects to incur substantial operating losses as the
company continue its commercialization efforts.

A full text copy of its financial results for period ended
Sept. 30, 2007, is available for free at
http://ResearchArchives.com/t/s?31a4

A full text copy of its financial results for period ended
June 30, 2007, is available for free at
-- http://ResearchArchives.com/t/s?31a3

A full-text copy of its financial results for period ended
March 31, 2007, is available for free at
http://ResearchArchives.com/t/s?31a2

                    About Lithium Technology

Based in Plymouth Meeting, Pennsylvania, Lithium Technology
Corporation (OTC: LTHU) -- http://www.lithiumtech.com/-- produces    
unique large-format rechargeable batteries under the GAIA brand
name and trademark.  The company supplies a variety of military,
transportation and back-up power customers in the U.S. and Europe
from its two operating locations in Plymouth Meeting and
Nordhausen, Germany.

                       Going Concern Doubt

In a letter dated May 13, 2008, Amper, Politziner & Mattia, P.C.,
raised substantial doubt on the ability of Lithium Technology
Corporation to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2007.   
The auditor pointed to the company's recurring losses from
operations since inception and working capital deficiency.

The company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.  The company expects
that operating and production expenses will increase
significantly.  The company has recently entered into a number of
financing transactions and is continuing to seek other financing
initiatives.  The company needs to raise additional capital to
meet its working capital needs, for the repayment of debt and for
capital expenditures.  Such capital is expected to come from the
sale of securities.  The company believes that if it raises
approximately $14,000,000 to $20,000,000 in debt and equity
financings it would have sufficient funds to meet its needs for
working capital, repayment of debt and for capital expenditures
over the next 12 months to meet expansion plans.

                        Bankruptcy Warning

Management warned that if the company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In such case, the company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.


LOCHSONG LTD: Moody's Junks Ratings on Five Notes Classes
---------------------------------------------------------
Moody's Investors Service has downgraded ratings of four classes
of notes issued by and a senior swap entered into by Lochsong,
Ltd., and left on review for possible further downgrade one of
these ratings.  The rating actions are:

Class Description: U.S. $12,100,000 Class S Floating Rate Notes
due 2010;

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

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

Class Description: U.S. $1,032,000,000 Notional Outstanding Amount
Senior Swap

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

   -- Current Rating: Ca

Class Description: U.S. $18,000,000 Class A Floating Rate Notes
Due 2046

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

   -- Current Rating: Ca

Class Description: U.S. $78,000,000 Class B Floating Rate Notes
Due 2046

   -- Prior Rating: Ca

   -- Current Rating: C

Class Description: U.S. $24,000,000 Class C Floating Rate
Deferrable Notes Due 2046

   -- Prior Rating: Ca

   -- Current Rating: C

Class Description: U.S. $27,000,000 Class D Floating Rate
Deferrable Notes Due 2046

   -- Prior Rating: Ca

   -- Current Rating: C

Lochsong, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of Structured Finance securities.  The
transaction experienced on May 13, 2008 an event of default caused
by a default in the payment, when due and payable, of interest on
the Class A Notes and Class B Notes, which default continued for a
period of seven days, as described in Section 5.1(a) of the
Indenture dated October 5, 2006.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the portfolio and the Notes.
The rating downgrades taken regarding the Senior Swap, the Class A
Notes, the Class B Notes, and the Class C Notes reflect the
increased expected loss associated with each tranche.  Losses are
attributed to diminished credit quality on the underlying
portfolio.  The severity of losses of certain tranches may be
different, however, depending on the timing and choice of remedy
to be pursued following the default event.

Moody's decision to downgrade the Class S Notes reflects the risk
that liquidation of the Collateral may be selected as the post-
Event of Default remedy by the controlling parties.  The
liquidation of the CDO collateral may result in a probability of
repayment and a severity of loss that are inconsistent with an
investment-grade rating.


MEDICURE INC: May 31 Balance Sheet Upside-Down by C$6.5 Million
---------------------------------------------------------------
Medicure Inc.'s balance sheet at May 31, 2008, showed total assets
of C$34,805,233 and total liabilities C$41,361,393, resulting in a
shareholders' deficit of C$6,556,160.

Medicure Inc. reported the results of operations for the fiscal
year ended May 31, 2008.

The company reported a loss of C$57,403,000 and negative cash
flows from operations of C$41,865,000 in the year ended May 31,
2008, and an accumulated deficit of C$135,233,000 as at May 31,
2008.  In March 2008, the company disclosed a significant
corporate restructuring stemming from the unfavorable results of
the Phase 3 MEND-CABG II trial.  This restructuring included a
significant reduction in numbers of staff and in resources
allocated to certain programs.  

At May 31, 2008, the company had cash and cash equivalents
totaling C$11,905,000, well as C$11,916,000 of restricted cash, as
compared to C$31,770,000 of cash and cash equivalents as of May
31, 2007.

Based on the company's operating plan, its existing working
capital is not sufficient to meet the cash requirements to fund
the company's currently planned operating expenses, capital
requirements, working capital requirements, long-term debt
obligations and commitments beyond the end of the 2009 fiscal year
without additional sources of cash and further deferral, reduction
or elimination of significant planned expenditures.  

The company's plan to address the expected shortfall of working
capital is to increase operating revenue and continue to reduce
operating expenses and to secure additional funding within the
next six months through partnerships and equity financing. There
is no certainty that the company will be able to obtain any
sources of financing on acceptable terms, or at all, or that it
will increase product revenue or reduce operating expenses to the
extent necessary.

                        About Medicure Inc.

Medicure Inc. (TSX:MPH) -- http://www.medicure.com-- is a  
biopharmaceutical company focused on the research, development and
commercialization of novel compounds to treat cardiovascular
disorders.  Cardiovascular medicine represents the largest
pharmaceutical sector, with annual worldwide sales of over
$70 billion.  Medicure aims to make a worldwide impact on
cardiovascular disease and stroke by reducing deaths, improving
the quality of life and serving the unmet needs of people who
suffer from cardiovascular disease and stroke.

                       Going Concern Doubt

The company believes existing conditions raise substantial doubt
about its ability to continue as a going concern.  The company has
experienced operating losses and cash outflows from operations
since incorporation, and has accumulated a deficit of
C$132,528,447 as at Feb. 29, 2008.  

In addition the company announced in March 2008 that it will
undergo significant corporate restructuring stemming from the
unfavourable results of the Phase 3 MEND-CABG II trial.  This
restructuring includes the significant reduction in numbers of
staff and in resources allocated to certain programs.  

Based on the company's operating plan, its existing working
capital is not sufficient to meet the cash requirements to fund
the company's currently planned operating expenses, capital
requirements, working capital requirements and long-term debt
obligations through the first quarter of fiscal 2009 without
additional sources of cash or deferral, reduction or elimination
of significant planned expenditures.  


MIK-ANG INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Mik-Ang, Inc.
        t/a Port Royal Restaurant
        2403 Belair Road
        Fallston, MD 21047

Bankruptcy Case No.: 08-21267

Chapter 11 Petition Date: September 3, 2008

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: William F Hickey, III, Esq.
                  The Law Office of Peter Kirsh
                  112 E. Cecil Avenue
                  North East, MD 21901
                  Tel: (410) 287-5077
                  Fax: (410) 2871511
                  E-mail: whickey@kirshlawyers.com

Total Assets: $86,050

Total Debts: $1,113,731

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb08-21267.pdf


MORIN BRICK: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Morin Brick Company
        130 Morin Brick Road
        Auburn, ME 04210
        Tel: (207) 784-9375

Bankruptcy Case No.: 08-21022

Type of Business: The Debtor manufactures moulded and waterstruck
                  brick.  See http://www.morinbrick.com/

Chapter 11 Petition Date: September 3, 2008

Court: District of Maine (Portland)

Judge: James B. Haines Jr.

Debtor's Counsel: Bernstein Shur Sawyer & Nelson
                  D. Sam Anderson, Esq.
                  Robert J. Keach, Esq.
                  100 Middle Street, West Tower
                  Portland, ME 04101
                  Tel: (207) 774-1200
                  Fax : (207) 774-1127
                  Email: sanderson@bernsteinshur.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
City of Auburn                   Taxes                 $290,166
60 Court Street
Attn: Tax Collector
Auburn, ME 04210

Ciment Quebec                    Trade Debt            $108,740
145, Boul, Du Centenaire
St-Basile, QC GOA 3GO Canada

Sprague Energy Corp.             Natural Gas            $99,416
P.O. Box 414380
Boston, MA 02241-4380

Diversified Ceramic Services,    Trade Debt             $62,131
Inc.

Watsontown Brick                 Brick for resale       $61,198

T.E. Toomey                      Products for resale    $48,204

Baker, Newman & Noyes            Trade Debt             $45,345

Lafarge North America            Trade Debt             $31,795

Chemical Products                Trade Debt             $31,170

Kopp Clay Company                Trade Debt             $28,601

Bank of America                  Trade Debt             $25,222

Carolina Ceramics, Inc.          Trade Debt             $24,834

Boule Freight Management Inc.    Trade Debt             $24,206

Pine Hall Brick Co., Inc.        Trade Debt             $23,278

Belden Brick Company             Trade Debt             $22,199

Town of Gorham                   Taxes                  $20,848

Logan Clay Products Co.          Products for resale    $20,711

Brick Industry Association       Trade Debt             $20,678

Heckman Building Prod., Inc.     Trade Debt             $20,611

Kercher Industries, Inc.         Trade Debt             $20,192


              
MP500 LLC: Case Summary & Four Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MP500, LLC
        240 North Center Street
        Mesa, AZ 85201

Bankruptcy Case No.: 08-11753

Chapter 11 Petition Date: September 4, 2008

Court: District of Arizona

Debtor's Counsel: Carlos M. Arboleda, Esq.
                  Arboleda Brechner
                  4545 East Shea Boulevard, Suite 120
                  Phoenix, AZ 85028
                  Tel: (602) 953-2400
                  Fax: (602) 482-4068
                  E-mail: arboledac@abfirm.com

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/azb08-11753.pdf


NEXCEN BRANDS: Jack Rovner Resigns from Board of Directors
----------------------------------------------------------
NexCen Brands Inc. disclosed that Jack Rovner has resigned from
its board of directors, effective Aug. 29, 2008.  Mr. Rovner was
elected director of the company on Oct. 31, 2006.  Mr. Rovner is
the co-owner and partner of Vector Management - one of the artist
management companies in the music industry.

"[Mr. Rovner] has made many valuable contributions to NexCen
during his tenure on the company's board," David S. Oros, chairman
of NexCen Brands stated.  "We thank [Mr. Rovner] for his dedicated
service and wish him the very best in his future endeavors."

NexCen Brands Inc. (NASDAQ: NEXC) -- http://www.nexcenbrands.com/       
-- acquires and manages global brands, generating revenue through
licensing and franchising.  The company own and license the Bill
Blass and Waverly brands, well as seven franchised brands.  Two
franchised brands -- The Athlete's Foot and Shoebox New York --
sell retail footwear and accessories.  Five are quick-service
restaurants -- Marble Slab Creamery, MaggieMoo's, Pretzel Time,
Pretzelmaker, and Great American Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world.  The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.

                          *     *    *

As reported by the Troubled Company Reporter on May 21, 2008,
based on information that is now known, the company believes that
there is substantial doubt about its ability to continue as a
going concern, and pending completion of an independent review,
that this substantial doubt also may have existed at the time the
company filed its 2007 10-K.  The audit committee of the company's
Board of Directors has retained independent counsel to conduct an
independent review of the situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008 on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007, as contained in the
company's 2007 10-K.

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


NOMURA ASSET: Moody's Junks Ratings on Three 2007 Cert. Classes
---------------------------------------------------------------
Moody's Investors Service has downgraded 3 certificates issued by
Nomura Asset Acceptance Corporation, Alternative Loan Trust,
Series 2007-S2.  The transaction is backed by second lien loans.
The certificates were downgraded because the bonds' credit
enhancement levels, including excess spread and subordination were
too low compared to the current projected loss numbers at the
previous rating levels.

The actions take into account the continued and worsening
performance of transactions backed by closed-end-second (CES)
collateral.  Substantial pool losses of over the last few months
have eroded credit enhancement available to the mezzanine and
senior certificates.  Despite the large amount of write-offs due
to losses, delinquency pipelines have remained high as borrowers
continue to default.

Complete rating actions are:

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-S2

   -- Cl. M-1, Downgraded to C from B2

   -- Cl. M-2, Downgraded to C from Caa2

   -- Cl. M-3, Downgraded to C from Ca


NOVASTAR MORTGAGE: S&P Reinstates Wrongly Junked Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services reinstated its pre-Aug. 21,
2008, rating on the class AIO asset-backed certificates from
NovaStar Mortgage Funding Trust Series 2002-3.

The AIO class was inadvertently downgraded as part of Standard &
Poor's Aug. 21, 2008, rating actions on various U.S. residential
mortgage-backed securities transactions backed by subprime
mortgage loan collateral, as detailed in "Ratings Lowered On 41
Classes From 13 U.S. Subprime RMBS Deals Issued Between 2002 And
2004."
     
Rating Reinstated

NovaStar Mortgage Funding Trust Series 2002-3
Asset-backed certificates

               Rating
Class      To          From
-----      --          ----
AIO        AAA         CCC


O'CHARLEY'S INC: S&P Cuts Rating on Credit Facility to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Nashville, Tenn.-based O'Charley's Inc., including the corporate
credit rating, which we cut to 'B+' from 'BB-'.  S&P also lowered
the rating on the company's senior secured credit facility to
'BB' from 'BB+' and the rating on its subordinated notes to 'B-'
from 'B'. The outlook is stable.

"The downgrade reflects the strong possibility that the sales and
profitably declines in the past three quarters, which have
weakened the company's credit metrics, will continue through the
balance of the year and likely into 2009," said Standard & Poor's
credit analyst Charles Pinson-Rose.


OSHKOSH CORP: S&P Cuts Corporate Credit Rating to 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Oshkosh
Corp., including the corporate credit rating to 'BB-' from 'BB'.  
The company had total balance sheet debt of nearly $3 billion at
June 30, 2008. The outlook is negative.

"The downgrade reflects weaker prospects in some of Oshkosh's key
end markets, which is likely to delay the anticipated improvement
in credit measures," said Standard & Poor's credit analyst Dan
Picciotto.  "Also, should operating performance fail to stabilize,
we are concerned that the company could violate a covenant in
fiscal 2009 and would need to obtain relief from lenders.  This
would likely result in worsening interest coverage metrics.  
Still, Oshkosh benefits from good diversification and positive
cash flow generation," he related.

The ratings reflect the Oshkosh, Wisc.-based company's aggressive
financial profile, which more than offsets its leading business
positions in key segments of the specialty vehicle market and
satisfactory product and end market diversity.

Oshkosh is a leading designer, manufacturer, and marketer of a
broad range of specialty access equipment and military,
commercial, and fire & emergency vehicles and vehicle bodies.  The
company maintains leadership positions in heavy-duty rescue
vehicles, severe-duty tactical trucks, custom and commercial
pumpers, severe-duty plow and snow removal vehicles, concrete
mixers, refuse truck bodies, and tow trucks. It is the also the
world's largest aerial work platform (AWP) manufacturer.  As a
result of the JLG acquisition in late 2006, Oshkosh expanded its
product, end-market, and geographic diversity.  The company
generated revenue by segment as follows through the third quarter
of fiscal 2008: access equipment (45%), defense (25%), fire &
emergency (15%), and commercial (15%).

For the 12 months ended June 30, 2008, Oshkosh's operating margins
(before depreciation and amortization) were fair at about 11.5%.
Raw materials are a significant percentage of costs of goods sold
and steel costs have risen significantly this year.  With some
timing lag, Oshkosh has been generally able to pass along these
costs. However, weaker end markets may hamper this ability.  
Still, the company's operating margin benefits from scale,
distribution capabilities, and efficient manufacturing processes.

Ultimately, the company may experience pressure on long-term
organic growth in the defense segment, where sales tend to be
lumpy and closely tied to defense spending.  Also, sales of AWPs
are likely to be weaker due to planned reductions in equipment
purchases by the major rental companies.

"We could lower the rating if a covenant violation is likely which
may result in higher interest costs and worsening credit
measures," S&P says.  "A revision of the outlook to stable could
occur if operating performance stabilizes and the company
maintains credit measures within our stated expectations and
headroom under covenants does not deteriorate," S&P relates.


OSPRAIE MANEGMENT: To Shut Down Hedge Fund Due to Losses
--------------------------------------------------------
Ospraie Management LLC said that it is closing down its hedge fund
after losing 38.6% this year from wrong bets on commodity stocks,
various sources report.

According to BusinessWeek, the losses were caused by significant
sell-off in several energy, mining and resource equity holdings  
of the company.  Due to the deteriorating performance, the company
initiated a plan to reduce risk and de-lever the portfolio in
order to avoid further losses, the report says.

The company intends to transfer 40% of the fund's assets to
investors by the end of September and another 40% by the year-end,
Bloomberg News reports.  The remaining funds held in illiquid
investments could take three years to transfer, the report says.

Reuters reports that the company, in a letter, told investors
including, Lehman Brothers and Credit Suisse that "after nine
year[s] of striving to be good steward of your capital, [it is]
very sorry for this outcome."

The closing of the hedge fund leaves the firm with three
remaining funds with at least $4 billion in assets, down from
$9 billion in March, TransWorldNews reports.

Headquartered in New York, Ospraie Management LLC --
http://www.ospraie.com/-- focuses on commodities and basic  
industries from a fundamental investment perspertive.


PACIFICNET INC: Amends Terms of $6.2MM Convertible Debentures
-------------------------------------------------------------
PacificNet Inc. has entered into a Settlement Agreement with
certain bondholders who had filed an involuntary petition seeking
Chapter 11 relief in Delaware federal bankruptcy court earlier
this year.

Pursuant to the terms of the Settlement Agreement, PacificNet has
amended and restated the terms of certain convertible debentures
in the aggregate principal amount of approximately $6.2 million.  
Upon entering into the Settlement Agreement, PacificNet paid
$150,000 of the obligations under the debentures in cash and
issued 668,322 shares of common stock to the bondholders upon
conversion of a portion of the debentures.  The remaining
outstanding debentures in the aggregate principal amount of
approximately $5.5 million are convertible at a conversion price
of $2.00 per share, subject to the terms and conditions of the
debentures.

The Settlement Agreement provides that PacificNet shall make ten
monthly payments under the debentures and also apply sums due
under certain receivables toward payment.  All obligations of
PacificNet to the bondholders under the debentures are due on or
before July 15, 2009.  Additionally, pursuant to the terms of the
Settlement Agreement, the bondholders have received a security
interest and collateral assignment in
receivables of PacificNet and certain of its subsidiaries.

PacificNet has issued to the bondholders new debentures
representing additional amounts owed to them, which will be due in
the event that the company does not comply with the terms of the
debentures.  The parties have further agreed that the bankruptcy
action and all related pending litigation will be dismissed
without prejudice immediately.  On Dec. 15, 2008, provided there
are no defaults under the settlement documents, these dismissals
would be with prejudice.

The complete text of the Settlement Agreement, the debentures and
related documents may be found in the Form 8-K that PacificNet
will file with the U.S. Securities and Exchange Commission.

Victor Tong, President of PacificNet, discussed the settlement,
stating, "We are very glad to settle our differences with the
bondholders so we can move forward to focus on the Asian Gaming
Technology Strategy.  We'd like to thank them for their support
while PacificNet has been transforming itself throughout the
years.  We will continue to strive for the best return for our
shareholders in this turbulent market.  We believe gaming is
recessionary proof due to the increased wealth across Asia and
China and that PacificNet is well-positioned to take advantage of
the market in the future."

                       About PacificNet Inc.

Headquartered in Beijing, China, PacificNet Inc., (NasdaqGM:
PACT) -- http://www.pacificnet.com-- provides gaming and mobile  
game technology worldwide.  The company, through its
subsidiaries, offers solutions in casino equipment supply; and
the development, installation, and support of systems and game
content for the casino, lottery, and amusement with prizes (AWP)
markets.  The company was founded in 1987 and has additional
offices in Hong Kong, Shanghai, Shenzhen, Guangzhou, Macau, and
Zhuhai, China; the United States; and the Philippines.


                           *     *     *

As reported in the Troubled Company Reporter on June 19, 2008,
Kabani & Company Inc. raised substantial doubt about the ability
of PacificNet Inc. to continue as a going concern after it audited
the company's financial statements for the year ended Dec. 31,
2007.  

The auditing firm reported that during the year ended Dec. 31,
2007, the company incurred net losses of $14,195,000.  In
addition, the company had a negative cash flow in operating
activities amounting to negative $1,079,000 in the year ended
Dec. 31, 2007, and the company's accumulated deficit was
$65,070,000 as of Dec. 31, 2007.  In addition, the company is
in default on its convertible debenture obligation and three
holders of Convertible Subordinated Debentures filed an
involuntary petition for Chapter 11 relief in federal bankruptcy
court on March 22, 2008, in Wilmington, Delaware.


PILGRIM'S PRIDE: Moody's Places B1 & B3 Ratings on Negative Watch
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the ratings of Pilgrim's Pride Corporation, including
the company's B1 corporate family rating and probability of
default rating.  LGD assessments are also subject to adjustment.
This review action is based on Moody's concern that profitability
could erode more severely in fiscal 2008 than previously
contemplated based on volatile and still high grain costs and
uncertainty about the extent to which domestic chicken market
prices rise to offset input costs.

Ratings under review for possible downgrade:

   -- Corporate family rating at B1

   -- Probability of default rating at B1

   -- $400 million 7.625% senior notes due 2015 at B3

   -- $250 million senior subordinated notes due in 2017 and
      $5.1 million (original $100 million) senior subordinated
      notes due 2013 at B3

Pilgrim's Pride anticipates that its fiscal 2008 feed grain costs
will rise by more than $900 million over fiscal 2007's.  This is a
$100 million increase over its previous estimate for fiscal 2008
incremental grain costs.  Chicken prices have not kept pace with
input cost inflation; the market price for breast meat on August
11th was approximately $1.33 per pound, well below the average
price of over $1.80 four years earlier.  In response, the company
idled another plant, raising its total reduction in weekly chicken
processing during the second half of fiscal 2008 from 5% to 6.25%.
Additional pressures on market pricing could come from any drop in
demand for U.S. chicken, should there be a prolonged ban by
Russia, for example.

Liquidity management has been a credit positive.  In May 2008, the
company sold 7.5 million common shares for net proceeds of
approximately $177 million, which was applied to debt reduction,
and in April 2008 amended financial covenants through the end of
fiscal 2009.  Committed multi-year domestic credit facilities
include a $550 million revolving credit facility expiring in
September 2011 (at which time any outstandings will be converted
to a 5 year term loan), a $300 million revolving credit facility
expiring in 2013 and a $300 million receivables securitization
facility expiring in 2012.  The largest annual long-term debt
repayment obligation over the next five years is a manageable
$54.7 million in fiscal 2013.  At June 28, 2008 Pilgrim's Pride
had unused availability under its facilities of over $591 million.
Nonetheless, further erosion in profitability and cash flow could
reduce excess availability and covenant cushion.

Moody's review will focus on the company's ability to improve
profitability and cash flow in the face of still high input costs;
on its management of liquidity sources; and on likely covenant
cushion.

Headquartered in Pittsburg, Texas, Pilgrim's Pride Corporation is
the world's largest chicken company. Sales for the 12 months ended
June 28, 2008 were approximately $8.6 billion.


PHS GROUP: Court Appoints Tranzon Asset to Sell Firm's Assets
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky has
appointed Tranzon Asset Advisors, a national real estate auction
firm, to sell at absolute auction, the assets of PHS Group, Inc.,
and its subsidiaries, including The Somerset Refinery, Inc., and
Somerset Oil, Inc.

The refining operations and plant of Somerset Oil is one of the
only two refineries in Kentucky and was operational in late 2007.  
The Chapter 11 Trustee, William D. Bishop, upon order of the Court
has employed the expertise of Tranzon to market the assets to a
world-wide audience.  New buyers are being contacted daily through
an advertising campaign.

"Pipeline and barge providers of crude oil do not serve Eastern
Kentucky or Tennessee in this geographic area, there is a
significant underserved marketplace for the buyers," stated Ed
Durnil, the court-appointed auctioneer and Tranzon's chief
executive officer.  

The auction team and stakeholders formulated a multiple lot or
parcel offering for the assets of Somerset Oil.  The first lot
consists of a 5,500 barrel-per-day petroleum refinery situated on
approximately 105 acres of land in Somerset and includes
furniture, fixtures, and equipment, along with the maintenance and
repair shops associated with the plant's operation and upkeep.  
Lots 2 and 3 are the primary offices for the company and a smaller
office building and warehouse located off Monticello Street in
Somerset.  Lot 4 is the full right, title and interest in a
pipeline easement traversing six counties in south-central
Kentucky with a permit for crossing Lake Cumberland.  This
pipeline is available for multiple uses and could provide natural
gas, oil or finished product to many communities that have no
access to these resources.

The auction sale will be offering separate or combined lots,
several non-real estate assets.  Lot 5 is all the company's
rolling stock that includes over 100 vehicles such as over-the-
road semi-trucks, oil tankers, environmental clean-up vehicles,
company cars and vehicles, panel service trucks and dump trucks.  
Lot 6 is the current inventory from Somerset Oil, which was a
significant Pennzoil distributor, as well as refined oil stocks
currently at a warehouse facility on the refinery grounds.  Lot 7
consists of 12 well-located neighborhood gas stations in various
locations throughout eastern Kentucky.  

The gas stations are being offered in two distinct auction
formats.  First, they can be bought separately or as a block by
submitting sealed bids to Tranzon.  If acceptable bids are not
received for each station, they will be sold at a live outcry
auction at each site the week following the refinery auction.
Bidders will have the option to buy only the lot or lots they want
or a bidder can bundle Lots 1 through 7 and bid for same if so
desired.

Potential buyers must provide proof of financial capacity to close
on their bids and a deposit of 10% of the purchase price in order
to buy the assets.  Tranzon can assist buyers with their
inquiries.  Sealed bids are due on Sept. 19, 2008, to the offices
of Tranzon Asset Advisors.  Bidders may obtain due diligence from
Tranzon through its Web site -- http://www.tranzon.com-- or by  
calling (866) 243-8243 or (270) 769-0284.

                 About Tranzon Asset Advisors

Headquartered in Elizabethtown, Tranzon Asset Advisors is an
internationally recognized real estate auction company and a
member company of Tranzon, L.L.C., which is based in Virginia
Beach, VA.  Founded in 2001, Tranzon L.L.C. has 12 independently
owned and operated member companies that collectively have more
than 30 offices ranging from coast-to-coast.  The professionals
working at Tranzon member companies specialize in providing real
estate auction and accelerated marketing services to corporations,
financial institutions, trustees, individuals and estates
throughout the U.S.  Tranzon member companies regularly conduct
over 1,000 auctions and 2,500 property valuations per year,
effecting in excess of three billion dollars in real estate
assets.

                        About PHS Group

Headquartered in Lexington, Kentucky, PHS Group, Inc.'s primary
business is the operation of affiliate Somerset Refinery, Inc.,
which has a processing capability of 5,500 barrels of oil per day.  
The refinery primarily produces gasoline at octanes of 87, 89, 91,
diesel fuel and heavy fuel oils for homes and industry furnaces.

The company filed for Chapter 11 protection on May 8, 2007,
(Bankr. Kentucky Case No. 07-60407).  Gregory R. Schaaf, Esq., at
Greenebaum Doll & MacDonald, P.L.L.C., represents the Debtor in
its restructuring efforts.  The Debtor disclosed estimated assets
of $10,000 to $1,000,000 and estimated debts of $100,000 to
$100,000,000 in its bankruptcy filing.

The Debtor's affiliates -- Phoenix Holdings of Somerset, Inc., The
Somerset Refinery, Inc., South Kentucky Purchasing Company,
Somerset Environmental Services, Inc., and Somerset Oil, Inc. --
filed separate chapter 11 petitions.


QUIKSILVER INC: Moody's Cuts Senior Unsecured Notes Ratings to B1
-----------------------------------------------------------------
Moody's Investors Service has downgraded ratings for Quiksilver,
Inc.'s Senior Unsecured Notes to B1 from Ba3 as a result of the
company entering into a new EUR100 million 3-year secured A/R
Financing Facility Contract.  The company's Speculative Grade
Liquidity rating of SGL-3 was affirmed.  Moody's also stated that
all ratings remain under review for a possible downgrade following
the company's announcement it has received a binding offer for the
acquisition of 100% of the Rossignol Group.  Quiksilver's ratings
were initially placed on review for possible downgrade on June 17,
2008.

The downgrade of the company's Senior Unsecured Notes is due to
the establishment of an accounts receivable financing facility by
a Quiksilver subsidiary.  As a result, the level of secured debt
in Quiksilver's capital structure has increased, reducing the
amount of unencumbered assets supporting unsecured creditors,
increasing the loss given default characteristics of unsecured
notes rated by Moody's, and results in a rating downgrade on these
notes.

The affirmation of Quiksilver's Speculative Grade Liquidity rating
at SGL-3 is based on the company's adequate liquidity, represented
by its approximate $91 million in cash and equivalents as of
April 30, 2008 and supplemental liquidity support in the form of a
committed $300 million asset backed liquidity facility.  The SGL-3
rating continues to recognize the company's reliance
internationally on short term uncommitted funding arrangements.
The execution of the new EUR100 million 3-year facility will
reduce reliance on short term uncommitted funding arrangements
which is considered a positive for the company's liquidity
profile.

Separately, Quiksilver has received a binding offer for 100% of
the Rossignol Group, with a transaction value of EUR100 million,
comprised of EUR75 million in cash and a EUR25 million Seller's
Note.  The offer is subject to a financing condition, working
capital adjustment, and customary regulatory and workers' council
approvals.  Quiksilver has stated it plans to use the net proceeds
from the contemplated sale to repay existing indebtedness, and it
expects to close the transaction in the Fall of 2008.

The continuing review for possible downgrade considers that in the
event Quiksilver is unable to successfully conclude the sale of
its Rossignol ski equipment business, financial metrics would
remain at levels that are not appropriate for its current ratings.
The ratings remain under review at this time as there are
unfulfilled conditions to the binding offer, including but not
limited to financing.  If Quiksilver is unable to sell its
Rossignol business as outlined, ratings could be lowered. Moody's
views the possible sale of Rossignol as positive for Quiksilver's
credit profile.  If the sale is concluded on terms substantially
as contained in the binding offer and in the time frame
envisioned, ratings would likely be confirmed at their current
levels.

These ratings remain under review for possible downgrade:

   -- Corporate Family Rating at Ba3

   -- Probability of Default rating at Ba3

This rating was lowered and the LGD Assessment amended.  The
rating remains under review for further possible downgrade and LGD
point estimates are subject to further change.

$400 million senior unsecured notes due 2015 to B1 (LGD4, 63%)
from Ba3 (LGD 4, 59%)

This rating was affirmed:

   -- Speculative Grade Liquidity rating of SGL-3

Quiksilver, Inc. is a diversified designer and distributor of
branded apparel, footwear, accessories, and related products
including Quiksilver, Roxy, and DC, as well as ski and snowboard
equipment under the Rossignol brand.  The company reported fiscal-
year 2007 total revenue from continuing operations of
approximately $2.05 billion.


RACING SERVICES: 8th Cir. Says Creditors Can Pursue Actions
-----------------------------------------------------------
The U.S. Court of Appeals for the Eighth Circuit reversed a ruling
by the Bankruptcy Appellate Panel that creditor PW Enterprises,
Inc., does not have standing to pursue avoidance actions in the
bankruptcy case of Racing Services, Inc.

The 8th Circuit held that a creditor or creditor's committee may
obtain derivative standing to pursue avoidance actions under
circumstances in which the trustee or debtor-in-possession either
unjustifiably refuses to bring the creditor's proposed claims or
consents to the creditor pursuing the claims in his stead.

The 8th Circuit also hold that the bankruptcy courts may
retroactively grant a creditor derivative standing.  However, the
8th Circuit emphasized that under no circumstances may a creditor
prosecute its derivative complaint without the bankruptcy court's
permission.

Racing Services operated a horse race wagering service business.  
On February 3, 2004, Racing Services filed a voluntary Chapter 11
petition for reorganization in the United States Bankruptcy Court
for the District of Delaware.  The case was subsequently
transferred to North Dakota and converted to a liquidation
proceeding under Chapter 7 because reorganization was not
possible.

PW Enterprises is Racing Services' largest non-governmental
creditor and holds an unsecured claim of more than $2 million.  PW
Enterprises has actively participated in the case, including
sitting on the Creditors' Committee when the case was in Chapter
11.

The State of North Dakota and affiliated state entities assert a
$6 million priority tax claim.  PW Enterprises argues because of
the size of the State's claim, it -- along with the other
unsecured creditors -- currently stands to recover nothing.

On January 31, 2006, five days before the statute of limitations
was to expire, PW Enterprises approached the Chapter 7 Trustee Kip
Kaler and requested that he initiate an adversary proceeding
against the State to, among other things, avoid certain
preferential and fraudulent transfers made to the State by Racing
Services that were, in PW Enterprises' view, improperly classified
as "taxes."  At the Trustee's request, PW Enterprises prepared a
draft complaint for his review. The Trustee declined to bring the
specific claims that PW Enterprises wanted him to assert.

On February 2, 2006, without the bankruptcy court's permission,
but within the two-year statute of limitations, PW Enterprises
filed the complaint.  In April 2006, PW Enterprises moved for
leave to pursue the claims, i.e., sought derivative standing.

The Trustee responded to the April 2006 Motion, stating that he
"does not resist PW [Enterprises'] motion . . . but requests that
the [Bankruptcy] Court make clear, that the action pursued is an
action of the estate and for the benefit of the estate from which
no single creditor shall have a disproportionate gain."  In
response, PW Enterprises affirmed that it was "not seeking
standing to pursue the [avoidance] Claims for its own benefit
. . . [but] for the benefit of the estate" and "agree[d] to
advance the fees and costs attendant to the prosecution of the
Complaint."

On July 10, 2006, the bankruptcy court held a telephonic hearing
on PW Enterprises' motion and denied it on August 7, 2006. The
bankruptcy court concluded that PW Enterprises did not have
standing to pursue an adversary action against the State because
it failed to establish that the Trustee abused his discretion or
acted unjustifiably by failing to pursue the avoidance claims. The
bankruptcy court did not address PW Enterprises' contention that a
creditor may proceed derivatively if the trustee consents to, or
does not oppose, the action.

The Bankruptcy Appellate Panel affirmed the bankruptcy court's
decision. The BAP declined to resolve the issue of whether
derivative standing was appropriate when a trustee consents.
Rather, the BAP concluded that the bankruptcy court properly
denied PW Enterprises derivative standing because it did not first
seek permission with the bankruptcy court to file its complaint.

In ruling on the issue, the 8th Circuit pointed to the Second
Circuit's ruling in In re Commodore Int'l Ltd.  The Second Circuit
held that a creditors' committee may proceed derivatively when the
debtor-in-possession or trustee consents to its suit.

"We emphasize, however, that compared to situations in which a
creditor seeks derivative standing because the trustee acts
unjustifiably, a creditor will typically face a comparatively
greater burden to establish derivative standing when the trustee
consents. That is not to say the creditor\u2019s evidentiary
burden differs between the contexts. Rather, bankruptcy courts
must not lose sight of the fact that a creditor must show that its
proposed 'consensual' derivative action is both 'necessary and
beneficial to the fair and efficient resolution of [the bankruptcy
proceedings],'" the 8th Circuit held.

The 8th Circuit concluded that the the bankruptcy court "will have
to decide whether PW Enterprises should be granted retroactive
standing to proceed derivatively. . . .  Accordingly, we reverse
and remand for further proceedings."


RALI SERIES: Moody's Junks Ratings on 20 Notes Classes
------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 75
tranches from 10 Option ARM transactions issued by Residential
Accredit Loans Inc. under the QH shelf.  Some 27 tranches that
were downgraded remain on review for possible further downgrade.
Additionally, 1 senior tranche was confirmed at Aaa.  The
collateral backing these transactions consists primarily of first-
lien, hybrid, negatively amortizing Alt-A mortgage loans.

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

Moody's Investors Service also took action on certain insured
notes as identified below.  The ratings on securities that are
guaranteed or "wrapped" by a financial guarantor is the higher of
a) the rating of the guarantor or b) the published underlying
rating.  The underlying ratings reflect the intrinsic credit
quality of the notes in the absence of the guarantee.  The current
ratings on the below notes are consistent with Moody's practice of
rating insured securities at the higher of the guarantor's
insurance financial strength rating and any underlying rating that
is public.

Complete rating actions are as follows:

Issuer: RALI Series 2006-QH1 Trust

   -- Cl. A-3, Downgraded to Aa3 from Aaa

Financial Guarantor: Ambac Assurance Corporation (Aa3 outlook
negative)

Underlying Rating: A1

   -- Cl. M-1, Downgraded to Ba3 from Aa2

   -- Cl. M-2, Downgraded to B1 from Baa3

   -- Cl. M-3, Downgraded to B2 from Ba3

   -- Cl. M-4, Downgraded to B3 from B1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-5, Downgraded to Ca from B3

Issuer: RALI Series 2007-QH3 Trust

   -- Cl. A-3, Downgraded to Baa3 from Aaa

   -- Cl. M-1, Downgraded to Ba1 from Aa3

   -- Cl. M-2, Downgraded to Ba3 from A2

   -- Cl. M-3, Downgraded to B1 from Baa2

   -- Cl. M-4, Downgraded to B3 from Ba1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-5, Downgraded to Caa1 from B1

   -- Cl. M-6, Downgraded to Caa2 from B1

   -- Cl. M-7, Downgraded to Ca from B3

   -- Cl. M-8, Downgraded to Ca from Caa1

   -- Cl. M-9, Downgraded to C from Ca

Issuer: RALI Series 2007-QH5 Trust

   -- Cl. A-I-3, Downgraded to Ba2 from Aaa

   -- Cl. A-II, Downgraded to Baa3 from Aaa

   -- Cl. M-1, Downgraded to B2 from A1

   -- Cl. M-2, Downgraded to B3 from A3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to B3 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-4, Downgraded to Caa1 from B1

   -- Cl. M-5, Downgraded to Caa2 from B1

   -- Cl. M-6, Downgraded to Ca from B3

   -- Cl. M-7, Downgraded to C from Caa1

   -- Cl. M-8, Downgraded to C from Ca

Issuer: RALI Series 2007-QH8 Trust

   -- Cl. A, Downgraded to Baa3 from Aaa

   -- Cl. X, Downgraded to Baa3 from Aaa

   -- Cl. M-1, Downgraded to B1 from Baa1

   -- Cl. M-2, Downgraded to B3 from B1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to Caa3 from B2

Issuer: RALI Series 2007-QH9 Trust

   -- Cl. A-2, Downgraded to Baa3 from Aaa

   -- Cl. X, Confirmed at Aaa

   -- Cl. M-1, Downgraded to Ba2 from Aa2

   -- Cl. M-2, Downgraded to B2 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to B3 from Baa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-1, Downgraded to Ca from Ba2

   -- Cl. B-2, Downgraded to Ca from B2

Issuer: RALI Series 2007-QH1 Trust

   -- Cl. A-3, Downgraded to Baa2 from Aaa

   -- Cl. M-1, Downgraded to B1 from Aa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to B2 from A1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to B3 from Baa1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-4, Downgraded to B3 from Ba1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-5, Downgraded to Caa1 from B1

   -- Cl. M-6, Downgraded to Caa3 from B2

Issuer: RALI Series 2007-QH2 Trust

   -- Cl. A-3, Downgraded to Baa2 from Aaa

   -- Cl. M-1, Downgraded to B1 from Aa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to B2 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to B3 from Baa1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-4, Downgraded to B3 from Ba1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-5, Downgraded to B3 from B1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-6, Downgraded to Caa2 from B1

Issuer: RALI Series 2007-QH4 Trust

   -- Cl. A-3, Downgraded to Baa3 from Aaa

   -- Cl. M-1, Downgraded to Ba2 from Aa1

   -- Cl. M-2, Downgraded to B1 from Aa1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-5, Downgraded to B3 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-6, Downgraded to B3 from B1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-7, Downgraded to Caa2 from B1

Issuer: RALI Series 2007-QH6 Trust

   -- Cl. A-3, Downgraded to Baa3 from Aaa

   -- Cl. M-1, Downgraded to B1 from Aa2

   -- Cl. M-2, Downgraded to B2 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to B3 from Baa1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-4, Downgraded to B3 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-5, Downgraded to B3 from B1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-6, Downgraded to Caa1 from B1

   -- Cl. M-7, Downgraded to Caa2 from B3

Issuer: RALI Series 2007-QH7 Trust

   -- Cl. M-1, Downgraded to Aa3 from Aa1

   -- Cl. M-2, Downgraded to A1 from Aa1

   -- Cl. M-3, Downgraded to A3 from Aa2

   -- Cl. M-4, Downgraded to Baa2 from Aa3

   -- Cl. M-5, Downgraded to Baa3 from A1

   -- Cl. M-6, Downgraded to Ba3 from A2

   -- Cl. M-7, Downgraded to B1 from Baa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-8, Downgraded to B2 from Ba1; Placed Under Review for
      further Possible Downgrade


RALI SERIES: Moody's Cuts Ratings on 172 Alt-A Deal Tranches
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 172
tranches from 18 Alt-A transactions issued by Residential Accredit
Loans Inc.under the QA shelf.  Some 11 downgraded tranches remain
on review for possible downgrade.  Additionally, three senior
tranches were confirmed at Aaa.  The collateral backing these
transactions consists primarily of first-lien, adjustable-rate,
Alt-A mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.
Certain tranches were confirmed due to additional enhancement
provided by structural features.  The actions are a result of
Moody's on-going review process.

Complete rating actions are:

Issuer: RALI Series 2005-QA11 Trust

   --    -- Cl. I-A-1, Confirmed at Aaa

   -- Cl. I-A-IO, Confirmed at Aaa

   -- Cl. II-A-1, Downgraded to A2 from Aaa

   -- Cl. III-A-1, Downgraded to A2 from Aaa

   -- Cl. IV-A-1, Downgraded to Aa2 from Aaa

   -- Cl. V-A-1, Downgraded to A2 from Aaa

   -- Cl. VI-A-1, Downgraded to A2 from Aaa

   -- Cl. M-1, Downgraded to B3 from Baa3

   -- Cl. M-2, Downgraded to Ca from B2

   -- Cl. M-3, Downgraded to C from B3

Issuer: RALI Series 2005-QA13 Trust

   -- Cl. I-A-1, Downgraded to Aa1 from Aaa

   -- Cl. I-A-2, Downgraded to Baa3 from Aaa

   -- Cl. II-A-1, Downgraded to Baa2 from Aaa

   -- Cl. III-A-1, Downgraded to Aa1 from Aaa

   -- Cl. III-A-2, Downgraded to Baa3 from Aaa

   -- Cl. M-1, Downgraded to Caa1 from Ba2

   -- Cl. M-2, Downgraded to Ca from B3

   -- Cl. M-3, Downgraded to C from Ca

Issuer: RALI Series 2006-QA1 Trust

   -- Cl. A-I-1, Downgraded to Aa1 from Aaa

   -- Cl. A-I-2, Downgraded to B1 from Aaa

   -- Cl. A-II-1, Downgraded to Aa1 from Aaa

   -- Cl. A-II-2, Downgraded to B1 from Aaa

   -- Cl. A-III-1, Downgraded to Aa1 from Aaa

   -- Cl. A-III-2, Downgraded to B1 from Aaa

   -- Cl. M-1, Downgraded to Ca from B1

   -- Cl. M-2, Downgraded to C from B3

   -- Cl. M-3, Downgraded to C from Ca

Issuer: RALI Series 2006-QA10 Trust

   -- Cl. A-1, Downgraded to B3 from Aaa

   -- Cl. A-2, Downgraded to A3 from Aaa

   -- Cl. A-3, Downgraded to B3 from Aaa; Placed Under Review for
further Possible Downgrade

   -- Cl. M-1, Downgraded to Ca from B3

   -- Cl. M-2, Downgraded to C from Ca

   -- Cl. M-3, Downgraded to C from Ca

   -- Cl. M-4, Downgraded to C from Ca

   -- Cl. M-5, Downgraded to C from Ca

   -- Cl. M-6, Downgraded to C from Ca

Issuer: RALI Series 2006-QA11 Trust

   -- Cl. A-1, Downgraded to Ba3 from Aaa

   -- Cl. A-2, Downgraded to Caa2 from Aaa

   -- Cl. M-1, Downgraded to C from B3

   -- Cl. M-2, Downgraded to C from Ca

   -- Cl. M-3, Downgraded to C from Ca

   -- Cl. M-4, Downgraded to C from Ca

   -- Cl. M-5, Downgraded to C from Ca

Issuer: RALI Series 2006-QA2 Trust

   -- Cl. I-A-1, Downgraded to A1 from Aaa

   -- Cl. I-A-IO, Downgraded to A1 from Aaa

   -- Cl. II-A-1, Downgraded to A1 from Aaa

   -- Cl. II-A-IO, Downgraded to A1 from Aaa

   -- Cl. III-A-1, Downgraded to A1 from Aaa

   -- Cl. III-A-IO, Downgraded to A1 from Aaa

   -- Cl. I-A-2, Downgraded to B2 from Aa1

   -- Cl. II-A-2, Downgraded to B2 from Aa1

   -- Cl. III-A-2, Downgraded to B2 from Aa1

   -- Cl. M-1, Downgraded to Ca from B2

   -- Cl. M-2, Downgraded to C from B3

   -- Cl. M-3, Downgraded to C from Ca

Issuer: RALI Series 2006-QA3 Trust

   -- Cl. A-1, Downgraded to Aa1 from Aaa

   -- Cl. A-2, Downgraded to Aa1 from Aaa

   -- Cl. A-3, Downgraded to Ba3 from Aaa

   -- Cl. M-1, Downgraded to Caa1 from Baa2

   -- Cl. M-2, Downgraded to Ca from B2

   -- Cl. M-3, Downgraded to Ca from B2

   -- Cl. M-4, Downgraded to Ca from B3

   -- Cl. M-5, Downgraded to C from B3

   -- Cl. M-6, Downgraded to C from B3

   -- Cl. M-7, Downgraded to C from B3

   -- Cl. M-8, Downgraded to C from Ca

   -- Cl. M-9, Downgraded to C from Ca

Issuer: RALI Series 2006-QA4 Trust

   -- Cl. A, Downgraded to Ba1 from Aaa

   -- Cl. M-1, Downgraded to B3 from Baa1; Placed Under Review for
further Possible Downgrade

   -- Cl. M-2, Downgraded to Caa3 from B1

   -- Cl. M-3, Downgraded to Ca from B2

   -- Cl. M-4, Downgraded to Ca from B3

   -- Cl. M-5, Downgraded to Ca from B3

   -- Cl. M-6, Downgraded to C from B3

   -- Cl. M-7, Downgraded to C from Caa1

   -- Cl. M-8, Downgraded to C from Ca

   -- Cl. M-9, Downgraded to C from Ca

   -- Cl. M-10, Downgraded to C from Ca

Issuer: RALI Series 2006-QA5 Trust

   -- Cl. I-A-1, Downgraded to Baa1 from Aaa

   -- Cl. I-A-2, Confirmed at Aaa

   -- Cl. I-A-3, Downgraded to Baa2 from Aaa

   -- Cl. II-A-2, Downgraded to Baa3 from Aa1

   -- Cl. I-M-1, Downgraded to B3 from Baa3

   -- Cl. I-M-2, Downgraded to Caa1 from B3

   -- Cl. I-M-3, Downgraded to Ca from B3

   -- Cl. I-M-4, Downgraded to Ca from B3

   -- Cl. I-M-5, Downgraded to Ca from B3

   -- Cl. I-M-6, Downgraded to C from Caa1

   -- Cl. I-M-7, Downgraded to C from Ca

   -- Cl. I-M-8, Downgraded to C from Ca

   -- Cl. I-M-9, Downgraded to C from Ca

   -- Cl. II-M-1, Downgraded to B3 from B2; Placed Under Review
for further Possible Downgrade

Issuer: RALI Series 2006-QA6 Trust

   -- Cl. A-1, Downgraded to Ba1 from Aaa

   -- Cl. A-4, Downgraded to Ba2 from Aaa

   -- Cl. M-1, Downgraded to B3 from Baa1; Placed Under Review for
further Possible Downgrade

   -- Cl. M-2, Downgraded to Caa1 from Ba1

   -- Cl. M-3, Downgraded to Caa3 from B2

   -- Cl. M-4, Downgraded to Ca from B2

   -- Cl. M-5, Downgraded to Ca from B2

   -- Cl. M-6, Downgraded to Ca from B3

   -- Cl. M-7, Downgraded to C from Caa1

   -- Cl. M-8, Downgraded to C from Ca

   -- Cl. M-9, Downgraded to C from Ca

   -- Cl. B, Downgraded to C from Ca

Issuer: RALI Series 2006-QA7 Trust

   -- Cl. I-A-1, Downgraded to B2 from Aaa

   -- Cl. II-A-1, Downgraded to A2 from Aaa

   -- Cl. II-A-2, Downgraded to B3 from Aaa; Placed Under Review
for further Possible Downgrade

   -- Cl. M-1, Downgraded to Ca from B2

   -- Cl. M-2, Downgraded to Ca from B2

   -- Cl. M-3, Downgraded to C from B3

   -- Cl. M-4, Downgraded to C from B3

   -- Cl. M-5, Downgraded to C from B3

   -- Cl. M-6, Downgraded to C from Caa1

   -- Cl. M-7, Downgraded to C from Ca

   -- Cl. M-8, Downgraded to C from Ca

   -- Cl. M-9, Downgraded to C from Ca

   -- Cl. M-10, Downgraded to C from Ca

Issuer: RALI Series 2006-QA8 Trust

   -- Cl. A-1, Downgraded to B3 from Aaa

   -- Cl. A-2, Downgraded to A3 from Aaa

   -- Cl. A-3, Downgraded to B3 from Aaa; Placed Under Review for
further Possible Downgrade

   -- Cl. M-1, Downgraded to Ca from B2

   -- Cl. M-2, Downgraded to Ca from B3

   -- Cl. M-3, Downgraded to C from B3

   -- Cl. M-4, Downgraded to C from B3

   -- Cl. M-5, Downgraded to C from B3

   -- Cl. M-6, Downgraded to C from Caa1

   -- Cl. M-7, Downgraded to C from Ca

   -- Cl. M-8, Downgraded to C from Ca

   -- Cl. M-9, Downgraded to C from Ca

Issuer: RALI Series 2006-QA9 Trust

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

   -- Cl. M-1, Downgraded to Caa3 from B2

   -- Cl. M-2, Downgraded to Ca from B3

   -- Cl. M-3, Downgraded to C from B3

   -- Cl. M-4, Downgraded to C from Ca

   -- Cl. M-5, Downgraded to C from Ca

   -- Cl. M-6, Downgraded to C from Ca

Issuer: RALI Series 2007-QA1 Trust

   -- Cl. A-1, Downgraded to B3 from Aaa

   -- Cl. A-2, Downgraded to B3 from Aaa; Placed Under Review for
further Possible Downgrade

   -- Cl. A-3, Downgraded to Baa3 from Aaa

   -- Cl. A-4, Downgraded to Caa1 from Aaa; Placed Under Review
for further Possible Downgrade

   -- Cl. M-1, Downgraded to C from B3

   -- Cl. M-2, Downgraded to C from Ca

   -- Cl. M-3, Downgraded to C from Ca

   -- Cl. M-4, Downgraded to C from Ca

   -- Cl. M-5, Downgraded to C from Ca

Issuer: RALI Series 2007-QA2 Trust

   -- Cl. A-1, Downgraded to B3 from Aaa

   -- Cl. A-2, Downgraded to B3 from Aaa; Placed Under Review for
further Possible Downgrade

   -- Cl. A-3, Downgraded to Ba2 from Aaa

   -- Cl. A-4, Downgraded to Caa1 from Aaa; Placed Under Review
for further Possible Downgrade

   -- Cl. M-1, Downgraded to C from B3

   -- Cl. M-2, Downgraded to C from Ca

   -- Cl. M-3, Downgraded to C from Ca

   -- Cl. M-4, Downgraded to C from Ca

Issuer: RALI Series 2007-QA3 Trust

   -- Cl. A-4, Downgraded to B1 from Aaa

   -- Cl. A-5, Downgraded to Caa1 from Aaa

   -- Cl. M-1, Downgraded to C from B3

   -- Cl. M-2, Downgraded to C from Ca

   -- Cl. M-3, Downgraded to C from Ca

   -- Cl. M-4, Downgraded to C from Ca

   -- Cl. M-5, Downgraded to C from Ca

Issuer: RALI Series 2007-QA4 Trust

   -- Cl. A-1-A, Downgraded to B1 from Aaa

   -- Cl. A-1-B, Downgraded to B1 from Aaa

   -- Cl. A-2, Downgraded to Caa1 from Aaa

   -- Cl. M-1, Downgraded to C from B2

   -- Cl. M-2, Downgraded to C from Ca

   -- Cl. M-3, Downgraded to C from Ca

   -- Cl. M-4, Downgraded to C from Ca

Issuer: RALI Series 2007-QA5 Trust

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

   -- Cl. I-A-2, Downgraded to B2 from Aaa

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

   -- Cl. II-A-2, Downgraded to B2 from Aaa

   -- Cl. III-A-1, Downgraded to Ba1 from Aaa

   -- Cl. III-A-2, Downgraded to B2 from Aaa

   -- Cl. M-1, Downgraded to B3 from B1; Placed Under Review for
further Possible Downgrade

   -- Cl. M-3, Downgraded to C from Ca


RALI SERIES: Moody's Slashes Ratings on 216 Certificate Tranches
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 216
tranches and placed 3 tranches on review for possible downgrade,
from 20 Option ARM transactions issued by Residential Accredit
Loans Inc. under the QO shelf.  About 38 tranches that were
downgraded remain on review for possible further downgrade.
Additionally, 12 senior tranches were confirmed at Aaa.  The
collateral backing these transactions consists primarily of first-
lien, adjustable-rate, negatively amortizing Alt-A mortgage loans.

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

Moody's Investors Service also took action on certain insured
notes as identified below. The ratings on securities that are
guaranteed or "wrapped" by a financial guarantor is the higher of
a) the rating of the guarantor or b) the published underlying
rating.  The underlying ratings reflect the intrinsic credit
quality of the notes in the absence of the guarantee.  The current
ratings on the below notes are consistent with Moody's practice of
rating insured securities at the higher of the guarantor's
insurance financial strength rating and any underlying rating that
is public.

Complete rating actions are:

Issuer: RALI Series 2005-QO1 Trust

   -- Cl. A-4, Downgraded to A1 from Aaa

   -- Cl. X, Confirmed at Aaa

   -- Cl. M-1, Downgraded to Baa2 from Aa2

   -- Cl. M-2, Downgraded to Ba2 from A2

   -- Cl. M-3, Downgraded to B2 from A3

   -- Cl. M-4, Downgraded to B3 from Baa3

   -- Cl. M-5, Downgraded to B3 from Ba2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-6, Downgraded to Caa2 from B1

   -- Cl. M-7, Downgraded to Ca from B2

   -- Cl. M-8, Downgraded to Ca from B2

   -- Cl. M-9, Downgraded to Ca from B3

Issuer: RALI Series 2005-QO2 Trust

   -- Cl. A-3, Downgraded to A2 from Aaa

   -- Cl. X, Confirmed at Aaa

   -- Cl. M-1, Downgraded to Ba3 from A1

   -- Cl. M-2, Downgraded to Caa1 from Ba2

   -- Cl. M-3, Downgraded to Ca from B3

Issuer: RALI Series 2005-QO3 Trust

   -- Cl. A-3, Downgraded to Baa2 from Aaa

   -- Cl. X, Confirmed at Aaa

   -- Cl. M-1, Downgraded to B2 from Baa3

   -- Cl. M-2, Downgraded to Ca from B2

Issuer: RALI Series 2005-QO4 Trust

   -- Cl. I-A-2, Downgraded to Ba1 from Aaa

   -- Cl. II-A-2, Downgraded to Aa2 from Aaa

   -- Cl. II-A-3, Downgraded to Ba1 from Aaa

   -- Cl. X-PO, Confirmed at Aaa

   -- Cl. X-IO, Confirmed at Aaa

   -- Cl. M-1, Downgraded to B3 from Ba1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to Ca from B3

Issuer: RALI Series 2005-QO5 Trust

   -- Cl. A-2, Downgraded to A1 from Aaa

   -- Cl. A-3, Downgraded to Ba2 from Aaa

   -- Cl. X, Confirmed at Aaa

   -- Cl. M-1, Downgraded to B3 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to Caa1 from Ba3

   -- Cl. M-3, Downgraded to Caa2 from B2

   -- Cl. M-4, Downgraded to Ca from B2

   -- Cl. M-5, Downgraded to Ca from B3

   -- Cl. M-6, Downgraded to Ca from B3

   -- Cl. M-7, Downgraded to Ca from Caa1

Issuer: RALI Series 2006-QO1 Trust

   -- Cl. 1-A-1, Downgraded to A2 from Aaa

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

   -- Cl. 2-A-2, Downgraded to A2 from Aaa

   -- Cl. 2-A-3, Downgraded to Ba2 from Aaa

   -- Cl. 3-A-3, Downgraded to Ba2 from Aaa

   -- Cl. X-1, Downgraded to A2 from Aaa

   -- Cl. X-2, Confirmed at Aaa

   -- Cl. X-3, Confirmed at Aaa

   -- Cl. M-1, Downgraded to B2 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to B3 from Ba2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to Caa2 from B2

   -- Cl. M-4, Downgraded to Ca from B3

   -- Cl. B-1, Downgraded to C from Ca

Issuer: RALI Series 2006-QO10 Trust

   -- Cl. A-3, Downgraded to Ba1 from Aaa

   -- Cl. M-1, Downgraded to B2 from Aa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to B3 from Baa1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to B3 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-4, Downgraded to B3 from Ba3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-5, Downgraded to Caa2 from B1

   -- Cl. M-6, Downgraded to Caa3 from B2

   -- Cl. M-7, Downgraded to Ca from B3

   -- Cl. M-8, Downgraded to Ca from Caa1

   -- Cl. M-9, Downgraded to C from Ca

Issuer: RALI Series 2006-QO2 Trust

   -- Cl. A-3, Downgraded to Aa2 from Aaa

   -- Cl. M-1, Downgraded to Baa3 from Aa1

   -- Cl. M-2, Downgraded to B1 from A3

   -- Cl. M-3, Downgraded to B3 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-4, Downgraded to Caa1 from Ba3

   -- Cl. M-5, Downgraded to Ca from B2

   -- Cl. M-6, Downgraded to Ca from B2

   -- Cl. M-7, Downgraded to Ca from B3

   -- Cl. M-8, Downgraded to C from Ca

Issuer: RALI Series 2006-QO3 Trust

   -- Cl. A-1, Placed on Review for Possible Downgrade, currently
      Aaa

   -- Cl. A-2, Placed on Review for Possible Downgrade, currently
      Aaa

   -- Cl. A-3, Placed on Review for Possible Downgrade, currently
      Aaa

   -- Cl. M-1, Downgraded to B1 from Aa2

   -- Cl. M-2, Downgraded to B3 from Baa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to Caa1 from Ba2

   -- Cl. M-4, Downgraded to Caa3 from B2

   -- Cl. M-5, Downgraded to Ca from B2

   -- Cl. M-6, Downgraded to Ca from B2

   -- Cl. M-7, Downgraded to C from B3

   -- Cl. M-8, Downgraded to C from Ca

Issuer: RALI Series 2006-QO4 Trust

   -- Cl. I-A-2, Downgraded to Ba1 from Aaa

Financial Guarantor: XL Capital Assurance Inc. (B2 on review for
possible upgrade)

Underlying Rating: Ba1

   -- Cl. II-A-3, Downgraded to Ba1 from Aaa

Financial Guarantor: XL Capital Assurance Inc. (B2 on review for
possible upgrade)

Underlying Rating: Ba1

   -- Cl. M-1, Downgraded to B1 from A2

   -- Cl. M-2, Downgraded to B2 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to B3 from Ba3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-4, Downgraded to Caa1 from B2

   -- Cl. M-5, Downgraded to Caa3 from B2

   -- Cl. M-6, Downgraded to Ca from B3

   -- Cl. M-7, Downgraded to Ca from B3

   -- Cl. M-8, Downgraded to C from Caa1

   -- Cl. M-9, Downgraded to C from Ca

   -- Cl. M-10, Downgraded to C from Ca

Issuer: RALI Series 2006-QO5 Trust

   -- Cl. I-A-3, Downgraded to Ba2 from Aaa

   -- Cl. II-A-2, Downgraded to Aa2 from Aaa

   -- Cl. II-A-3, Downgraded to Ba2 from Aaa

   -- Cl. III-A-2, Downgraded to Aa2 from Aaa

   -- Cl. III-A-3, Downgraded to Aa3 from Aaa

   -- Cl. III-A-4, Downgraded to Aa3 from Aaa

   -- Cl. III-A-5, Downgraded to Ba2 from Aaa

   -- Cl. XC, Confirmed at Aaa

   -- Cl. XN, Confirmed at Aaa

   -- Cl. M-1, Downgraded to B3 from Baa1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to Caa1 from B1

   -- Cl. M-3, Downgraded to Caa2 from B2

   -- Cl. M-4, Downgraded to Ca from B3

   -- Cl. M-5, Downgraded to C from Caa1

   -- Cl. M-6, Downgraded to C from Ca

   -- Cl. M-7, Downgraded to C from Ca

Issuer: RALI Series 2006-QO6 Trust

   -- Cl. A-2, Downgraded to A2 from Aaa

   -- Cl. A-3, Downgraded to Ba3 from Aaa

   -- Cl. M-1, Downgraded to B1 from A3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to B2 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to B3 from Ba3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-4, Downgraded to Caa2 from B2

   -- Cl. M-5, Downgraded to Caa3 from B2

   -- Cl. M-6, Downgraded to Ca from B2

   -- Cl. M-7, Downgraded to C from B3

   -- Cl. M-8, Downgraded to C from Caa1
RALI SERIES: Moody's Slashes Ratings on 216 Certificate Tranches
   -- Cl. M-9, Downgraded to C from Ca

Issuer: RALI Series 2006-QO7 Trust

   -- Cl. I-A-2, Downgraded to Aa3 from Aaa

   -- Cl. I-A-3, Downgraded to Ba3 from Aaa

   -- Cl. II-A-2, Downgraded to Aa3 from Aaa

   -- Cl. II-A-3, Downgraded to Ba3 from Aaa

   -- Cl. III-A-1, Downgraded to Aa3 from Aaa

   -- Cl. III-A-2, Downgraded to A1 from Aaa

   -- Cl. III-A-3, Downgraded to A1 from Aaa

   -- Cl. III-A-4, Downgraded to Ba3 from Aaa

   -- Cl. X1, Confirmed at Aaa

   -- Cl. X2, Confirmed at Aaa

   -- Cl. X3, Downgraded to Aa3 from Aaa

   -- Cl. M-1, Downgraded to B2 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to B3 from B1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to Caa2 from B2

   -- Cl. M-4, Downgraded to Ca from Caa1

   -- Cl. M-5, Downgraded to C from Ca

   -- Cl. M-6, Downgraded to C from Ca

   -- Cl. M-7, Downgraded to C from Ca

Issuer: RALI Series 2006-QO8 Trust

   -- Cl. I-A1A, Downgraded to A2 from Aaa

   -- Cl. I-A1B, Downgraded to Ba3 from Aaa

   -- Cl. I-A2A, Downgraded to A3 from Aaa

   -- Cl. I-A3B, Downgraded to Ba3 from Aaa

   -- Cl. I-A4A, Downgraded to A3 from Aaa

   -- Cl. I-A4B, Downgraded to Ba3 from Aaa

   -- Cl. I-A5A, Downgraded to A3 from Aaa

   -- Cl. I-AX, Downgraded to A2 from Aaa

   -- Cl. I-A1AU, Downgraded to A2 from Aaa

   -- Cl. I-A2AU, Downgraded to A3 from Aaa

   -- Cl. I-A5AU, Downgraded to A3 from Aaa

   -- Cl. II-A, Downgraded to Ba1 from Aaa

   -- Cl. II-AX, Downgraded to Ba1 from Aaa

   -- Cl. M-1, Downgraded to B3 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to B3 from Ba3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to Caa2 from B2

   -- Cl. M-4, Downgraded to Ca from B3

   -- Cl. M-5, Downgraded to Ca from B3

   -- Cl. M-6, Downgraded to C from B3

   -- Cl. M-7, Downgraded to C from Caa1

   -- Cl. M-8, Downgraded to C from Ca

   -- Cl. M-9, Downgraded to C from Ca

Issuer: RALI Series 2006-QO9 Trust

   -- Cl. AXP, Downgraded to Aa3 from Aaa

   -- Cl. I-A1A, Downgraded to Aa3 from Aaa

   -- Cl. I-A1B, Downgraded to Ba2 from Aaa

   -- Cl. I-A1BU, Downgraded to Ba2 from Aaa

   -- Cl. I-A2A, Downgraded to A1 from Aaa

   -- Cl. I-A2AU, Downgraded to A1 from Aaa

   -- Cl. I-A3A, Downgraded to A1 from Aaa

   -- Cl. I-A3AU, Downgraded to A1 from Aaa

   -- Cl. I-A3B, Downgraded to Ba2 from Aaa

   -- Cl. I-A3BU, Downgraded to Ba2 from Aaa

   -- Cl. I-A4A, Downgraded to A1 from Aaa

   -- Cl. I-A4AU, Downgraded to A1 from Aaa

   -- Cl. II-A, Downgraded to Ba1 from Aaa

   -- Cl. M-1, Downgraded to B2 from A1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to B3 from A3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to B3 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-4, Downgraded to Caa2 from Ba3

   -- Cl. M-5, Downgraded to Ca from B1

   -- Cl. M-6, Downgraded to Ca from B2

   -- Cl. M-7, Downgraded to C from B2

   -- Cl. M-8, Downgraded to C from Caa1

   -- Cl. M-9, Downgraded to C from Ca

   -- Cl. B, Downgraded to C from Ca

Issuer: RALI Series 2007-QO1 Trust

   -- Cl. A-3, Downgraded to Ba1 from Aaa

   -- Cl. M-1, Downgraded to B2 from Aaa; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to B3 from A1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-4, Downgraded to Caa1 from Baa1

   -- Cl. M-5, Downgraded to Caa2 from Baa3

   -- Cl. M-6, Downgraded to Caa3 from Ba3

   -- Cl. M-7, Downgraded to Ca from B1

   -- Cl. M-8, Downgraded to Ca from B2

   -- Cl. M-9, Downgraded to C from B3

   -- Cl. B, Downgraded to C from Ca

Issuer: RALI Series 2007-QO2 Trust

   -- Cl. A-2, Downgraded to Baa2 from Aaa

   -- Cl. A-3, Downgraded to Ba2 from Aaa

   -- Cl. M-1, Downgraded to B3 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to B3 from Baa1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to Caa1 from Ba2

   -- Cl. M-4, Downgraded to Ca from B2

   -- Cl. M-5, Downgraded to Ca from B2

   -- Cl. M-6, Downgraded to Ca from B3

   -- Cl. M-7, Downgraded to C from B3

   -- Cl. M-8, Downgraded to C from Caa1

   -- Cl. M-9, Downgraded to C from Ca

   -- Cl. B, Downgraded to C from Ca

Issuer: RALI Series 2007-QO3 Trust

   -- Cl. A-1, Downgraded to Baa1 from Aaa

   -- Cl. M-1, Downgraded to Ba1 from Aaa

   -- Cl. M-2, Downgraded to B1 from Aa1

   -- Cl. M-3, Downgraded to B2 from Aa1

   -- Cl. M-4, Downgraded to B2 from Aa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-5, Downgraded to B2 from A1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-6, Downgraded to B2 from Baa1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-7, Downgraded to B3 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-8, Downgraded to Ca from Ba3

   -- Cl. M-9, Downgraded to Ca from B3

Issuer: RALI Series 2007-QO4 Trust

   -- Cl. A-3, Downgraded to Baa3 from Aaa

   -- Cl. M-1, Downgraded to B1 from Aa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to B2 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to B3 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-4, Downgraded to Caa2 from Baa1

   -- Cl. M-5, Downgraded to Ca from Baa3

   -- Cl. M-6, Downgraded to Ca from Ba3

   -- Cl. M-7, Downgraded to Ca from B1

   -- Cl. M-8, Downgraded to C from B2

   -- Cl. M-9, Downgraded to C from B3

Issuer: RALI Series 2007-QO5 Trust

   -- Cl. A, Downgraded to Baa2 from Aaa

   -- Cl. M-1, Downgraded to B1 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to B2 from Baa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to Caa1 from Ba1

   -- Cl. M-4, Downgraded to Ca from Ba3

   -- Cl. M-5, Downgraded to Ca from B1


RESIDENTIAL CAPITAL: To Close 200 GMAC Retail Offices, Cut Jobs
---------------------------------------------------------------
GMAC Financial Services and its subsidiary Residential Capital,
LLC unveiled additional initiatives to further optimize the
mortgage business as the downturn in the credit and mortgage
markets persists. In response to these conditions, ResCap has
enacted a plan to significantly streamline its operation, reduce
cost, adjust its lending footprint and refocus its resources on
strategic lending and servicing.

On Sept. 2, 2008, a plan was approved that included closing all
200 GMAC Mortgage retail offices, ceasing originations through the
Homecomings wholesale broker channel, further curtailing business
lending and international business activities, and right-sizing
functional staff support.  In addition, the company is evaluating
strategic alternatives for the GMAC Home Services business and the
non-core servicing business.  These collective actions will reduce
the ResCap workforce by approximately 5,000 employees, or 60
percent. Approximately 3,000 employees will receive notification
this month with the majority of the remaining 2,000 reductions
expected to occur by year-end.

"While these actions are extremely difficult, they are necessary
to position ResCap to withstand this challenging environment,"
said ResCap Chairman and Chief Executive Officer Tom Marano.

"Conditions in the mortgage and credit markets have not abated
and, therefore, we need to respond aggressively by further
reducing both operating costs and business risk."

ResCap will incur a charge expected to range from $90 million to
$120 million that reflects the 3,000 workforce reductions and
related operational streamlining initiatives. The charge will
include costs related to severance and other employee-related
costs of approximately $50 to $60 million and facility closure
costs of approximately $40 to $60 million. The majority of the
charge is expected to be reflected in the third quarter and result
in future cash expenditures of approximately $55 million.
Potential charges related to the remaining 2,000 workforce
reductions have not yet been determined.

The workforce reductions will include a range of administrative
and managerial positions. All eligible employees affected by the
workforce reduction will be provided severance packages and
outplacement assistance.

ResCap will continue to originate loans in the U.S. and
internationally where there is a secondary market to sell the
loans. The company will originate products through its
correspondent and direct lending channels. ResCap's commitment to
servicing loans is unchanged by the announced actions, and the
company will continue to expand and enhance its industry-leading
servicing platform, including further development of high-touch
special servicing operations to help preserve homeownership and
support investors that own distressed and special situation loan
portfolios.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors            
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.

                          About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                            *     *     *

As disclosed in the Troubled Company Reporter on June 18, 2008,
Moody's Investors Service assigned ratings of Caa2 and Caa3 to
Residential Capital LLC (ResCap)'s senior secured and junior
secured bonds, respectively.  These bonds were issued as part of
ResCap's bond exchange which was completed on June 4, 2008.  The
ratings of ResCap's unsecured senior debt and unsecured
subordinate debt were affirmed at Ca and C, respectively.  Ratings
are under review for downgrade.  Separately the senior unsecured
rating of GMAC LLC was downgraded to B3 from B2 with a negative
outlook.

As disclosed in the Troubled Company Reporter on June 9, 2008,
Fitch Ratings has downgraded Residential Capital LLC's long- and
short-term Issuer Default Ratings to 'D' from 'C' following
completion of the company's distressed debt exchange.  Fitch has
also removed ResCap from Rating Watch Negative, where it was
originally placed on May 2.


RESIDENTIAL CAPITAL: Cutbacks to Curb Earnings, WSJ Report Says
---------------------------------------------------------------
Residential Capital LLC's plan to cut cost could sharply curtail
its ability to lend and its potential to earn, an article by
Aparajit Saha-Bubna of The Wall Street Journal states.

Parent GMAC Financial Services and ResCap have announced plans to
shut down all 200 GMAC Mortgage retail offices and 5,000 job cuts
or 60% of the workforce at ResCap by the end of the year.  ResCap
will also stop providing home loans through third-party brokers.  
A related story appears in today's Troubled Company Reporter.

Job cuts, and office closures at the company could lead to savings
of $1 billion each year starting in 2009, according to a company
official.  This is a significant amount considering that the
company's total expenses in 2007 was $3.86 billion, the report
noted.  

A director at Standard & Poor's analyzed ResCap's moves and its
effect on the ability of the company to generate profit after the
cutbacks.  Jack Bartko at S&P admits that after several quarterly
losses at ResCap, a billion dollars in saving is significant.  He
added, however, "But the question for us is, after you complete
these actions and have rationalized your infrastructure, what
business model are you left with? And what kind of profit margins
are you looking at?" he said, according to the report.

ResCap lost $4.3 billion in 2007 and was loss-making for the last
seven quarters.

The report says Rescap's scaling back will leave it focusing
solely on prime mortgages that are bought by Fannie Mae and
Freddie Mac.  It adds, "While a safe business bet, profit margins
in this line of work are razor thin, with loan volume being a big
determinant of income."

Mr. Bartko reportedly said: "In large part, ResCap did have scale,
but across a much broader product spectrum," said Mr. Bartko. Now,
ResCap "is limiting itself to the narrowest of products in terms
of margin. This raises questions of profitability even with
scale."

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors            
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.

                          About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                            *     *     *

As disclosed in the Troubled Company Reporter on June 18, 2008,
Moody's Investors Service assigned ratings of Caa2 and Caa3 to
Residential Capital LLC (ResCap)'s senior secured and junior
secured bonds, respectively.  These bonds were issued as part of
ResCap's bond exchange which was completed on June 4, 2008.  The
ratings of ResCap's unsecured senior debt and unsecured
subordinate debt were affirmed at Ca and C, respectively.  Ratings
are under review for downgrade.  Separately the senior unsecured
rating of GMAC LLC was downgraded to B3 from B2 with a negative
outlook.

As disclosed in the Troubled Company Reporter on June 9, 2008,
Fitch Ratings has downgraded Residential Capital LLC's long- and
short-term Issuer Default Ratings to 'D' from 'C' following
completion of the company's distressed debt exchange.  Fitch has
also removed ResCap from Rating Watch Negative, where it was
originally placed on May 2.


RESULT ENERGY: Disposes of Saskatchewan Assets to Reduce Debt
-------------------------------------------------------------
Result Energy Inc. has filed its second quarter financial
statements and Management Discussion and Analysis on SEDAR.  
During the second quarter, Result closed the disposition of
substantially all of its Saskatchewan properties. Proceeds of
$11 million, net of costs and purchase price adjustments, were
applied against outstanding bank debt and working capital
deficiency.  As a result, total corporate indebtedness has been
significantly reduced to $9.1 million as at June 30, 2008 (which
includes a bank operating loan of $7.2 million and a working
deficit of $1.8 million).  Funds from operations were $2.2 million
for Q2-08 ($2.4 million for Q2-07), and $3.9 million for the
6-months year to date.

During the second quarter, Result continued to expand its presence
in unconventional shale gas within the Horn River Basin of
northeastern British Columbia.  At the end of Q2-08, Result had
acquired 26,000 gross acres (40 sections) in the Horn River Basin
at 100% working interest.  These lands are highly prospective for
the emerging Muskwa and Evie shale gas play, which is attracting
major industry interest.  In addition to the shale gas, Result is
also targeting high-deliverability gas within the underlying Keg
River platform.

Subsequent to June 30, Result finalized agreements with two
industry partners to expand its Horn River acreage position and
farm-out a portion of the capital risk related to drilling and
completion costs.  These two agreements resulted in the
acquisition of an additional $7.2 million worth of undeveloped
land, which Result funded by way of a share issuance totaling
13,539,385 common shares, all at a deemed price of $0.533 per
share.  Following these transactions, Result now holds an interest
in 83 gross (44 net) sections (55,000 gross acres; 29,000 net
acres) within the Horn River Basin.

Planning for the winter 2009 activities in the Horn River Basin is
well underway.  Subject to final Board approval, the Company
expects to spend a base budget of $7 million in the first quarter,
which will fund Result's participation in at least 4 vertical
wells, plus additional 3-D seismic.  In commenting on the progress
of the Horn River project to date, Mr. William Matheson,
President, said "Since we began accumulating our position on this
play, undeveloped land values in the area have increased more than
10-fold.

During this time, Result has assembled a large, highly prospective
position and attracted two key partners to assist in the
development of these assets.  The company's strategy of moving
from conventional western Canadian exploration into a large scale
resource play is developing on schedule and we are gearing up for
an active winter season."

                       About Result Energy

Calgary, Canada-based Result Energy Inc. (TSX-V: RTE) --
http://www.resultenergy.com/-- is a publicly traded Canadian  
energy company involved in the exploration and development of oil
and gas properties in western Canada.  Result currently has
interests in producing oil & gas wells in 4 separate areas,
primarily in northern Alberta and west-central Saskatchewan.


ROSEMONT CLO: Moody's Rates $3 Mil. Class 2 Securities at Ba2
-------------------------------------------------------------
Moody's Investors Service has upgraded these notes issued by
Rosemont CLO, Ltd.:

Class Description: U.S.$10,000,000 Class 1 Composite Securities
due 2013

   -- Prior Rating: Baa2

   -- Current Rating: A1

Class Description: U.S.$3,000,000 Class 2 Composite Securities due
2013

   -- Prior Rating: Ba2

   -- Current Rating: Baa2

According to Moody's, the rating actions is a result of the
reduction of the rated balance of the Composite Securities as well
as the stable performance of the underlying collateral.  The
transaction's underlying collateral pool consists primarily of
senior secured loans.


R. RING ENTERPRISES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: R. Ring Enterprises Inc.
        7077 Koll Center Parkway, Suite 110
        Pleasanton, CA 94566

Bankruptcy Case No.: 08-44903

Type of Business: The Debtor operates a group of restaurants.

Chapter 11 Petition Date: September 4, 2008

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: M. Elaine Hammond, Esq.
                  Friedman Dumas and Springwater
                  150 Spear St. No. 1600
                  San Francisco, CA 94105
                  Tel: (415) 834-3800
                  E-mail: ehammond@friedumspring.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's Largest Unsecured Creditors is available
for free at http://bankrupt.com/misc/canb08-44903.pdf


RONALD SEATON: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Ronald Jay Seaton
        Misty Tamara Seaton
        5415 W. Misty Willow Lane
        Glendale, AZ 85310

Bankruptcy Case No.: 08-11728

Chapter 11 Petition Date: September 4, 2008

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell P.C.
                  7301 N. 16th St., No. 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: d.powell@cplawfirm.com

Total Assets: $3,311,650

Total Debts: $3,007,900

The Debtor did not file a list of the Debtor's largest unsecured
creditors.


SELECTIVE BEAUTY: Auction of Interest in Assets Set Sept. 22
------------------------------------------------------------
Patrick B. Caracciolo, the Assignee for the benefit of creditors
of Selective Beauty Brands, LLC, will auction all right, title,
and interest in and to the former assets of the company, fee and
clear of all liens, claims and encumbrances other than the lien of
Hilco.

The auction will be held on Sept. 22, 2008, at 10:00 a.m., at the
office of the Assignee's attorney:

          Kurt M. Carlson
          (kcarlson@tishierandwald.com)
          Tishier & Wald, Ltd.
          200 South Wacker Drive, Suite 3000
          Chicago, IL 60606
          Tel: (312) 876-3800

The auction of the assets include, but are not limited to:

          -- all personal property and fixtures,
          -- accounts and accounts receiveable (and related
             causes of action),
          -- contract rights,
          -- chattel paper,
          -- general intangibles,
          -- inventory,
          -- patents,
          -- patent rights,
          -- trade names,
          -- trademarks,
          -- copyrights,
          -- all equipment,
          -- goods,
          -- furniture, and
          -- all books, in whole or in part, applicable to any
             of the foregoing, including, without limitation,
             trade names, catalogs, logos, customer mailing
             lists, customer transaction data, telephone
             numbers, subect to carrier approval, Internet
             domains, domain names, and creative materials.  

The assets to be sold don't include:

          -- cash or cash equivalents,
          -- organizational documents,
          -- tax records,
          -- deposits,
          -- securities,
          -- lock boxes,
          -- tax refunds, and
          -- causes of action, other than those related to
             collection of receivales.

Mr. Caracciolo has conditionally entertained a $1,000,000 bid by
an interested party for the purchase of the assets.  The first
competing bid at the sale must exceed the offer by $100,000, and
any bids made thereafter must also be in increments of $100,000.  
All bids must be accompanied by a form Sale Agreement, available
from Mr. Carlson.

All bids must also be accompanied by a cashier's check, payable to
Mr. Caracciolo, in the sum equal to no less than 10% of the
applicable bid.  The balance of any successful bid must be paid
to Mr. Caracciolo within 24 hours of the conclusion of the sale,
or the initial deposit will be forfeited and Mr. Caracciolo and
Hilco may sell the assets to the next highest bidder without
prejudice or waiver to any rights to and remedies against the
defaulting bidder.

Mr. Caracciolo and Hilco reserve their respective rights to delay
the sale or to modify the sale terms and conditions.  Hilco
expressly reserves its right to credit bid its debt as and for its
bid for any of the Sale Assets, pursuant to its security interest
in the assets being sold, at any time up to the conclusion of the
auction.  Hilco's security interest will attach to any proceeds of
the sale.

For further information concerning the Sale Assts, or to obtain a
confidentiality agreement, an offering, sheet, or a form Sale
Agreement, contact Mr. Carlson, or Mr. Caracciolo at:

          Patrick B. Caracciolo
          (Patrick@wadsworthwhitestar.com)
          Assignee for Selective Beauty Brands, LLC
          Wadsworth Whitestar Consultants
          Wadworth Consutling, Inc.
          P.O. Box 535, Wadsworth, IL 60083
          Tel: (847) 249-5712

                   About Selective Beauty

Selective Beauty owns a brand of hair care products called Salon
Selectives that was orignially launched in 1987 by Helene Curtis.  
At its peak, Salon Selectives achieved annual sales of
$275 million per year.  The brand embodied affordable salon
quality available at mass retail.  Products included shampoos,
conditioners, mousses, sprays, gels, and oils.  


SEMGROUP ENERGY: Michael Dell Increases Shareholding to About 10%
-----------------------------------------------------------------
MSD Capital LP, the venture capital fund of computer maker Michael
Dell, has increased its stake in SemGroup Energy Partners LP,
reports say citing filings with the Securities and Exchange
Commission.

MSD Capital bought 123,200 shares of common stock of the company
at about $9.98 per unit, bringing its shareholding to nearly 2.3
million shares, or about 10 percent, of SemGroup Energy Partners.  
MSD also took over an additional 519,125 shares through an equity
swap with New York-based Citibank, SEC filings show, according to
the Associated Press.

                        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.

                  About SemGroup Energy Partners

Tulsa, Oklahoma-based SemGroup Energy Partners, L.P. (Nasdaq:
SGLP) -- http://www.SGLP.com/-- owns and operates a diversified    
portfolio of complementary midstream energy assets.  SemGroup
Energy Partners provides crude oil and liquid asphalt cement
terminalling and storage services and crude oil gathering and
transportation services.  

SemGroup Energy Partners, L.P.'s consolidated balance sheet at
March 31, 2008, showed $262.0 million in total assets and
$316.6 million in total liabilities, resulting in a $54.6 million
partners' deficit.


SEMGROUP ENERGY: Delays Filing of 10Q for 2nd Qtr. Ended June 30
----------------------------------------------------------------
SemGroup Energy Partners, L.P. was unable to file its Form 10-Q
for the period ended June 30, 2008, by the Aug. 14, 2008 due date.

As reported by the Troubled Company Reporter on July 23, 2008,
SemGroup, L.P. and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware on July 22, 2008.  The Partnership said that while none
of the Partnership, its general partner, the Partnership's
subsidiaries nor the subsidiaries of the general partner were
party to the bankruptcy filings, for the six months ended June 30,
2008, the Partnership derived approximately 82% of its revenues,
excluding fuel surcharge revenues related to fuel and power
consumed to operate its liquid asphalt cement storage tanks, from
services it provided to Parent and Parent's subsidiaries.  In
addition, the Partnership is cooperating with the Securities and
Exchange Commission in a recently commenced informal inquiry, and
has received a Grand Jury subpoena, and has been named as a
defendant in several securities class action lawsuits.

The company also disclosed that Parent's bankruptcy filings have
had and may in the future continue to have a number of other
impacts on the Partnership's business and management.  The
Partnership is currently pursuing various strategic alternatives
for its business and assets including the possibility of entering
into storage contracts with third party customers and the sale of
all or a portion of its assets.  The uncertainty relating to
Parent's bankruptcy filings may make it more difficult to pursue
merger opportunities or enter into storage contracts with third
party customers.

In addition, events of default currently exist under the
Partnership's credit agreement.  As a result of the events of
default, the lenders under the credit agreement may, among other
remedies, declare all outstanding amounts under the credit
agreement immediately due and payable and exercise all rights and
remedies available to the lenders under the credit agreement and
related loan documents.  The Partnership is in dialogue with the
agent for the lenders regarding the events of default under the
Credit Agreement, but no assurance can be given as to the outcome
of these discussions.  The existing events of default under the
credit agreement, as well as Parent's Bankruptcy Filings, raise
substantial doubt about the Partnership's ability to continue as a
going concern.

The Partnership did not make a distribution to its unitholders for
the quarter ended June 30, 2008, due to the existing events of
default under its credit agreement and the uncertainty of its
future cash flows relating to Parent's bankruptcy filings.
The Partnership's management and the board of directors of its
general partner are currently evaluating the impact of these
matters on the financial statements.  The Partnership expects to
file its 10-Q for the quarter ended June 30, 2008, as soon as is
reasonably practicable after such evaluation has been completed.

                  About SemGroup Energy Partners

Tulsa, Oklahoma-based SemGroup Energy Partners, L.P. (Nasdaq:
SGLP) -- http://www.SGLP.com/-- owns and operates a diversified    
portfolio of complementary midstream energy assets.  SemGroup
Energy Partners provides crude oil and liquid asphalt cement
terminalling and storage services and crude oil gathering and
transportation services.  

SemGroup Energy Partners, L.P.'s consolidated balance sheet at
March 31, 2008, showed $262.0 million in total assets and
$316.6 million in total liabilities, resulting in a $54.6 million
partners' deficit.


SEMGROUP LP: Michael Dell Increases Shareholding in Subsidiary
--------------------------------------------------------------
MSD Capital LP, the venture capital fund of computer maker Michael
Dell, has increased its stake in SemGroup Energy Partners LP,
reports say citing filings with the Securities and Exchange
Commission.

MSD Capital bought 123,200 shares of common stock of the company
at about $9.98 per unit, bringing its shareholding to nearly 2.3
million shares, or about 10 percent, of SemGroup Energy Partners.  
MSD also took over an additional 519,125 shares through an equity
swap with New York-based Citibank, SEC filings show, according to
the Associated Press.

                        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.


SHARPER IMAGE: Plaintiffs Seek $767 Million in Class Action
------------------------------------------------------------
Plaintiffs in two putative class actions against Sharper Image
Corp. over the Ionic Breeze air purifier have asked the U.S.
Bankruptcy Court for the District of Delaware to certify the class
for the purpose of seeking $767 million in damages, reports
Bankruptcy Law 360.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D. Del. Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.


SHEARSON FINANCIAL: Court OKs Access to $500,000 DIP Financing
--------------------------------------------------------------
Shearson Financial Network Inc. obtained authority from the U.S.
Bankruptcy Court for the District of Utah to obtain up to $500,000
in post-petition financing.

Harry R. Kraatz, the company' chairman and chief executive officer
stated that the convertible loan will help provide an opportunity
to restructure the company's balance sheet and implement a revised
strategic plan.

The company, on Aug. 21, 2008, has designated Mr. Kraatz as the
person responsible for the duties and obligations of the Debtor in
its bankruptcy case.

Based in San Francisco, California, Shearson Financial Network
Inc. (PINKSHEETS: SHSN) ---
http://www.shearsonfinancialnetwork.com/-- fka Blue Star Coffee,  
Inc. and Consumer Direct of America, is a direct-to-consumer
mortgage broker and banker with revenues derived primarily from
origination commissions earned on the closing of first and second
mortgages on single-family residences.  It was  engaged in selling
specialty coffee beans, brewed coffee and espresso-based beverages
through company-owned and franchised retail locations.  Its wholly
owned subsidiary, Shearson Home Loans, formerly known as Consumer
Direct Lending Inc. was formed to originate retail mortgages and
to provide mortgage banking services.  It sells its loan servicing
through correspondent relationships with BNC, Countrywide, Impac
and Aegis.

The Debtor filed for Chapter 11 protection on June 6, 2008,
(Bankr. D. Utah Case No.: 08-16350) Gregory E. Garman, Esq.
represents the Debtor in its restructuring efforts.  When it filed
for protection from its creditors, it listed total assets of
$3,000 and total debts of $29,932,466.  The Debtor did not file a
list of its largest unsecured creditors.


SILVER CINEMAS: Court Sets Oct. 3 Administrative Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established October 3, 2008, at 4:00 p.m. (prevailing Eastern
Time) as the final date for parties-in-interest to file requests
for the payment of administrative expense claims in Silver Cinemas
International Inc., and its debtor-affiliates' bankruptcy cases.  

Administrative expense claims referred here are claims that accrue
from the May 16, 2000 Petition Date through and including April 9,
2002, according to a notice published on The Wall Street Journal.

                       About Silver Cinemas

Based in Addison, Texas, Silver Cinemas International Inc. was
engaged in the operation of motion picture theatres specializing
in specialty (independent) and second-run films when it and three
of its debtor-affiliates, filed voluntary Chapter 11 petitions on
May 16, 2000 (Bankr. D. Del. Lead Case 00-1978). William P.
Bowden, Esq., at Ashby & Geddes, represented the Debtors as
counsel. When Silver Cinemas filed for protection from its
creditors, it listed $131,000,000 in total assets, and
$147,000,000 in total debts. On April 9, 2002, the Court approved
the conversion of the Debtors' cases from Chapter 11 to Chapter7.


SPARE BACKUP: June 30 Balance Sheet Upside-Down by $3,463,562
-------------------------------------------------------------
Spare Backup Inc.'s consolidated balance sheet at June 30, 2008,
showed $1,480,565 in total assets and $4,944,127 in total
liabilities, resulting in a $3,463,562 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $61,187 in total current assets
available to pay $4,915,218 in total current liabilities.

The company reported a net loss of $4,661,963 on net revenues of
$251,032 for the second quarter ended June 30, 2008, compared with
net income of $2,927,565 on net revenues of $16,429 in the
corresponding period of 2007.

The increase in net revenues reflects the establishment of an
international partner relationship with DSG International focusing
in Europe.  

Total operating expenses decreased to $2,860,943 for the three
months ended June 30, 2008, versus $5,773,573 in the comparable
period in fiscal 2007, primarily reflecting decreases in selling,
general and administrative expenses.

Total other expenses were $2,052,052 in the three months ended
June 30, 2008, compared with other income of $8,684,709 in the
same period last year.  Total other expenses in 2008 consist
mainly of interest expense, while total other income in 2007
consisted principally of income associated with the change in
the fair value of derivative liabilities as a result of the
application of EITF Issue No. 00-19.

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?31b7

                       Going Concern Doubt

Sherb & Co. LLP, in Boca Raton, Florida, expressed substantial
doubt about Spare Backup Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007 and 2006.

The auditing firm said that the company had net losses, cash
used in operations and a working capital deficit of $26,084,897,
$8,527,867 and $2,634,060 respectively, for the year ended
Dec. 31, 2007.

The company has generated minimal revenue since its inception on
June 12, 2002, and has incurred net losses of $4,661,963 during
the three months ended June 30, 2008.

                        About Spare Backup

Based in Palm Desert, Calif., Spare Backup Inc. (OTC BB: SPBU)
-- http://www.sparebackup.com/-- sells on-line backup solutions   
software and services to individuals, business professionals,
small office and home office companies, and small to medium sized
businesses.


SPEEDWAY MOTORSPORTS: Moody's Confirms Ba1 Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service confirmed Speedway Motorsports, Inc.'s  
Ba1 Corporate Family rating, Ba1 Probability of Default Rating and
associated debt ratings as detailed below, concluding the review
for possible downgrade initiated on May 23, 2008.  Moody's also
assigned a SGL-2 Speculative Grade Liquidity rating. The rating
confirmation reflects Moody's belief that (i) the acquisitions of
Kentucky Speedway, LLC (proposed December 2008 close) and New
Hampshire Motor Speedway (closed January 2008) increase the size
and long-term cash flow generation potential of SMI's track
portfolio, and (ii) the greater earnings potential sufficiently
mitigates the near-term increase in leverage due to the
incremental debt used to help fund the acquisitions, the dilutive
effect on earnings until a Sprint Cup race entitlement for
Kentucky Speedway is obtained (unlikely before 2010), and the
effect on admissions and corporate sponsorships from the cyclical
economic slowdown.  The rating outlook is stable. Moody's does not
expect the ratings to change once the Kentucky Speedway
acquisition closes but the LGD assessments and point estimates are
subject to change based on the updated priority of claim including
the new debt related to the Kentucky Speedway acquisition.

Confirmations:

Issuer: Speedway Motorsports Inc.

   -- Corporate Family Rating, Confirmed at Ba1

   -- Probability of Default Rating, Confirmed at Ba1

   -- Senior Secured Bank Credit Facility, Confirmed at Baa3,
      LGD2 - 27%

   -- Senior Subordinated Regular Bond/Debenture, Confirmed at
      Ba2, LGD5 - 82%

Outlook Actions:

Issuer: Speedway Motorsports Inc.

   -- Outlook, Changed To Stable From Rating Under Review

Assignments:

Issuer: Speedway Motorsports Inc.

   -- Speculative Grade Liquidity Rating, Assigned SGL-2

SMI's Ba1 CFR reflects its strong market position within the motor
sports industry with high operating margins and relatively stable
revenue supported by entitlements to 12 Nascar Sprint Cup (13
including the All Star race at Lowe's Motor Speedway) and numerous
other motor sports events at SMI's facilities, broadcast rights
under Nascar's national TV contract that runs from 2007 - 2014,
and numerous multi-year corporate sponsorships. Debt-to-EBITDA
leverage is estimated at 2.9x (LTM 6/30/08 incorporating Moody's
standard adjustments and pro forma for a full year of operations
at NHMS).  The Ba1 CFR incorporates flexibility to increase debt-
to-EBITDA to around 3.0x and Moody's expects SMI will utilize its
balance sheet opportunistically for track acquisitions and
development projects. SMI will likely exceed the 3.0x level
moderately once the Kentucky Speedway acquisition is completed,
but Moody's expects debt-to-EBITDA will return to 3.0x or lower
within 18 months of the acquisition's closing.  The modest
increase in financial leverage, refinancing risk associated with
the $500 million revolver due March 2010, and the potential that
weak economic conditions could more materially erode the cushion
under the revolver's financial maintenance covenants combined
serve to weakly position the company at the Ba1 CFR.

The SGL-2 liquidity rating reflects SMI's good liquidity position,
with a sizable cash balance ($134 million at 6/30/08), positive
free cash flow and no meaningful debt repayments until the
revolver matures. The Kentucky Speedway acquisition will reduce
SMI's cushion under the revolver's financial maintenance
covenants, but Moody's expects the cushion is adequate to absorb
the negative effects of a moderate economic slowdown. Liquidity
could weaken if the covenant cushion erodes or the revolver
maturity is not addressed in a timely manner.

The stable rating outlook reflects Moody's belief that an end to
the incremental tax payments related to the 2005 extension of the
depreciable life of motorsports facilities will reduce SMI's cash
taxes and increase free cash flow in 2009 notwithstanding the
initial dilutive effect of the Kentucky Speedway acquisition and
potentially weak discretionary consumer spending. Moody's
anticipates SMI will utilize cash flow for modest share
repurchases and debt reduction, bringing debt-to-EBITDA to 3.0x or
lower range within 18 months of the Kentucky Speedway acquisition
closing.

SMI, headquartered in Concord, NC, is the second largest promoter,
marketer and sponsor of motor sports activities in the US
primarily through its ownership of seven major race tracks
including NHMS, which was acquired for $340 million in January
2008. Nascar-sanctioned events account for the majority of SMI's
$625 million annual revenue.


STEVE & BARRY'S: Wants Corporate Name & Case Caption Changed
------------------------------------------------------------
Steve & Barry's, LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to change 51 of their corporate names.

The Court approved on August 22, 2008, the sale of substantially
all of the assets of bankrupt Steve & Barry's to BH S&B Holdings,
LLC, pursuant to an Asset Purchase Agreement and Agency Agreement.  
Certain of the Debtors' corporate names include the words "Steve
and Barry's" or a variation of the name.  Pursuant to the Purchase
Agreement, the Debtors must effect a change in their corporate
names, Lori R. Fife, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates.

Rule 1005 of the Federal Rules of Bankruptcy Procedure and Rule
9004-2 of the Local Bankruptcy Rule for the Southern District of
New York set forth the information required to be contained in
the caption of all Bankruptcy Court filings, which information
includes the name of the debtor, Ms. Fife notes.  Once the
Debtors change their names under applicable state corporate laws,
these Rules require that the caption be changed as well, she
says.

The Debtors want to change 51 of their corporate names to:

Current Name               New Name                    Case No.
------------               --------                    --------
Steve & Barry's Manhattan  Stone Barn Manhattan LLC    08-12579
   LLC
S&B Industries Inc.        Stone Barn Industries Inc.  08-12585
S&B Retail China LLC       Stone Barn Retail China LLC 08-12586
S&B Retail India LLC       Stone Barn Retail India LLC 08-12587
Steve & Barry's Alabama    Stone Barn Alabama LLC      08-12592
   LLC
Steve & Barry's Arizona    Stone Barn Arizona LLC      08-12593
   LLC
Steve & Barry's Arkansas   Stone Barn Arkansas LLC     08-12594
   LLC
Steve & Barry's California Stone Barn California LLC   08-12595
   LLC
Steve & Barry's Colorado   Stone Barn Colorado LLC     08-12596
   LLC
Steve & Barry's            Stone Barn Connecticut LLC  08-12599
   Connecticut LLC
Steve & Barry's CP LLC     Stone Barn CP LLC           08-12600
Steve & Barry's Florida    Stone Barn Florida LLC      08-12601
   LLC
Steve & Barry's Georgia    Stone Barn Georgia LLC      08-12602
   LLC
Steve & Barry's GLC LLC    Stone Barn GLC LLC          08-12603
Steve & Barry's Hawaii LLC Stone Barn Hawaii LLC       08-12604
Steve & Barry's Idaho LLC  Stone Barn Idaho LLC        08-12605
Steve & Barry's Illinois   Stone Barn Illinois LLC     08-12607
   LLC
Steve & Barry's Indiana    Stone Barn Indiana LLC      08-12609
   LLC
Steve & Barry's            Stone Barn International    08-12610
   International LLC          LLC
Steve & Barry's Iowa LLC   Stone Barn Iowa LLC         08-12611
Steve & Barry's Kansas LLC Stone Barn Kansas LLC       08-12612
Steve & Barry's Kentucky   Stone Barn Kentucky LLC     08-12613
   LLC
Steve & Barry's LLC        Steel Bolt LLC              08-12615
Steve & Barry's Louisiana  Stone Barn Louisiana LLC    08-12616
   LLC
Steve & Barry's Maine LLC  Stone Barn Maine LLC        08-12617
Steve & Barry's Maryland   Stone Barn Maryland LLC     08-12618
Steve & Barry's            Swift Building              08-12619
   Massachusetts LLC          Massachusetts LLC
Steve & Barry's Michigan   Stone Barn Michigan LLC     08-12620
   LLC
Steve & Barry's Midwest    Stone Barn Midwest LLC      08-12621
   LLC
Steve & Barry's Minnesota  Stone Barn Minnesota LLC    08-12622
   LLC
Steve & Barry's            Stone Barn Mississippi LLC  08-12623
   Mississippi LLC
Steve & Barry's Missouri   Stone Barn Missouri LLC     08-12624
   LLC
Steve & Barry's Nebraska   Stone Barn Nebraska LLC     08-12625
   LLC
Steve & Barry's Nevada LLC Stone Barn Nevada LLC       08-12626
Steve & Barry's New Jersey Stone Barn New Jersey LLC   08-12627
   LLC
Steve & Barry's New Mexico Stone Barn New Mexico LLC   08-12628
   LLC
Steve & Barry's New York   Stone Barn New York LLC     08-12629
   LLC
Steve & Barry's North      Stone Barn North Carolina   08-12630
   Carolina LLC               LLC
Steve & Barry's Oakland    Stone Barn Oakland LLC      08-12631
   LLC
Steve & Barry's Ohio LLC   Stone Barn Ohio LLC         08-12632
Steve & Barry's Oklahoma   Stone Barn Oklahoma LLC     08-12633
   LLC
Steve & Barry's            Stone Barn Pennsylvania LLC 08-12634
   Pennsylvania LLC
Steve & Barry's South      Stone Barn South Carolina   08-12635
   Carolina LLC               LLC
Steve & Barry's South      Stone Barn South Michigan   08-12637
   Michigan LLC               LLC
Steve & Barry's Tennessee  Stone Barn Tennessee LLC    08-12638
   LLC
Steve & Barry's Texas LLC  Stone Barn Texas LLC        08-12639
Steve & Barry's Utah LLC   Stone Barn Utah LLC         08-12640
Steve & Barry's Virginia   Stone Barn Virginia LLC     08-12641
   LLC
Steve & Barry's Washington Stone Barn Washington LLC   08-12642
   LLC
Steve & Barry's West       Stone Barn West Virginia    08-12643
   Virginia LLC               LLC
Steve & Barry's Wisconsin  Stone Barn Wisconsin LLC    08-12644
   LLC

The Debtors also seek to change the caption for each of the
affected Chapter 11 cases to:

   UNITED STATES BANKRUPTCY COURT
   SOUTHERN DISTRICT OF NEW YORK

   -------------------------------------x
                                        :
   In re:                               : Chapter 11 Case No.
                                        :
   STONE BARN MANHATTAN LLC, et al.     :
                                        : 08-12579 (ALG)
                                        :
         Debtors.                       : (Jointly Administered)
                                        :
   -------------------------------------x

The Debtors further ask the Court to authorize the Bankruptcy
Clerk and other parties-in-interest to take whatever actions are
necessary to update the ECF filing system and their records to
reflect the changes.

Based 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.

On August 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority  of the Debtors' 276 stores will remain open.

When the Debtors filed for bankruptcy, they listed $693,492,000 in
total assets and $638,086,000 in total debts.  (Steve & Barry's
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


STREAM COMMS: CDN$3.1 Mil. Net Loss Cues Going Concern Doubt
------------------------------------------------------------
Stream Communications Network & Media, Inc.'s management believes
the company's current condition casts substantial doubt about its
ability to continue as a going concern.  The company has recurring
operating losses, an accumulated deficit and negative working
capital at Dec. 31, 2007.  The continuing operations of the
company are dependent upon its ability to commence profitable
operations in the future.

The company posted a net loss of CDN$3,107,320 on total revenues
of CDN$7,376,978 for the year ended Dec. 31, 2007, as compared
with a net loss of CDN$4,485,893 on total revenues of
CDN$6,472,905 in the prior year.

The company has not been profitable in the past.  The aggregate of
the company's net losses (accumulated deficit) of CDN$49,994,299
to Dec. 31, 2007, has been financed by debt, private placements of
equity securities, equity issued on settlement of debt and the
exercise of stock options and warrants.

The company is actively pursuing additional funding to continue
its current projects.  The availability of such funding may be on
terms that require a significant reduction in scope of operations
or disposal of assets.  Management continues its efforts to
develop the company's operating capabilities in order to improve
cash flow from operations.

                      Results of Operations

Although the company ended 2007 with a working capital deficit of
CDN$9,871,755 compared with CDN$1,787,498 in 2006, this is not a
reflection of the company's financial position subsequent to Dec.
31, 2007, as CDN$6,166,566 of the working capital deficit at Dec.
31, 2007, is linked directly to the investment of Penta
Investments Ltd., causing existing long-term debt to become
payable upon completion of the transaction.  Had the company not
concluded the transaction with Penta, the working capital deficit
in 2007 would have been comparable to 2006.

Revenue increased by 14% in 2007 as compared with 2006, as result
of actively promoting internet services to subscribers for the
network modernized in 2006 as well as focused direct sales efforts
to upgrade existing subscribers to premium service packages.  The
rates for services increased in 2007 by 14% to off-set the
increased costs for programming and system lease expenses.

Operating Expenses increased by 13% from Dec. 31, 2006, to
Dec. 31, 2007, as a result of the company engaging professional
advisors to support the management at raising funds, and in
particular to provide advisory services to management in the
finalization of the terms on the agreement entered into with Penta
on their investment in Stream Poland.

The company reported a negative Adjusted EBITDA of CDN$1,255,799
for the year ended Dec. 31, 2007, as compared with CDN$502,984 in
2006.  The deterioration of Adjusted EBITDA in 2007 from 2006 is a
result of transactions with advisors engaged by the company to
assist in the completion of the transaction with Penta.

                           Balance Sheet

At Dec. 31, 2007, the company's balance sheet showed
CDN$16,619,743 in total assets, CDN$12,202,928 in total
liabilities, and CDN$3,493,290 in total stockholders' equity.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with CDN$1,762,585 in total current
assets available to pay CDN$11,619,493 in total current
liabilities.

A full-text copy of the company's annual report on Form 20-F for
the year ended Dec. 31, 2007, is available for free at
http://ResearchArchives.com/t/s?3192

                        Subsequent Events

In the fourth quarter of 2007, the management focused on securing
an investment agreement with Penta.  This delayed the bond
offering and limited the company's possibility to finance its
operations and investments through vendor financing.

The bond offering was executed in November 2007 to manage cash
flow until the investment agreement with Penta was completed.  
Stream Poland therefore executed a bond offering, for which the
bond was repaid within two months after issue, at an expense of
CDN$157,120.

Following the preliminary investment agreement with Penta signed
in December 2007 and finalized in February 2008, both Stream
Canada and Stream Poland have repaid all external debt, and
provided the company with sufficient cash to finance its new
venture in Streamline (Greenfield CATV Network in Suwalki,
Poland), and Stream Poland has been recapitalized providing
capital and liquidity to the company's operations.

                   About Stream Communications

Stream Communications Network and Media, Inc. --
http://www.streamcn.com/-- provides broadband communications  
services, including cable TV, Internet access, and VoIP telephone
service to customers in Poland.  It operates primarily through
wholly owned subsidiary Stream Communications Sp. z.o.o., which is
based in Poland.  Stream serves the areas of Malopolskie,
Podkarpackie, Slaskie, and Swietokrzyskie, where it has 60,000
cable TV subscribers and about 4,000 subscribers for Internet
access.  The company started out offering only cable TV service,
but has since expanded its offerings through acquisitions and
network upgrades.  Stream Communications is headquartered in
Vancouver, British Columbia, Canada.


SUPERIOR OFFSHORE: Claims & Lien Notices Deadline Set Sept. 29
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
set Sept. 29, 2008, as the deadline for the filing of proofs of
claim and notices of maritime and other liens against Superior
Offshore International, Inc.

Creditors or lien holders who fail to file proofs of claim or
notice of maritime or other lien by the deadline will be barred
from asserting their claims or liens against the Debtor or the
Debtor's property.  They will not be allowed to participate in any
distribution in the Debtor's Chapter 11 case on account of their
claims or liens.  

The attorney for the Debtor, Joshua W. Wolfshohl, Esq., can be
reached at:
           
           Porter & Hedges, L.L.P.
           1000 main Sreet, 36th Floor
           Houston, Texas 77002
           Tel: (713) 226-6000
           Fax: (713) 226-6248

                      About Superior Offshore

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--    
provides subsea construction and commercial diving services to the
offshore oil and gas industry.  The company's construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  The company operates a
fleet of seven service vessels and provides remotely operated
vehicles and saturation diving systems for deepwater and harsh
environment operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex.
Case No. 08-32590).  The Debtors listed total assets of
$67,587,927 and total liabilities of $54,359,884 in its schedules.
David Ronald Jones, Esq., and Joshua Walton Wolfshohl, Esq., at
Porter & Hedges LLP, represent the Debtor.  The U.S. Trustee for
Region 7 appointed five creditors to serve on an Official
Committee of Unsecured Creditors.  Douglas S. Draper, Esq., at
Heller Draper Hayden Patrick & Horn LLC, represents the Committee
in this case.

As reported in the Troubled Company Reporter on June 23, 2008, the
Debtor's summary of schedules showed total assets of $67,587,927
and total debts of $54,359,884.


TEREX CORP: Ratings Unaffected By Earnings Report, Says S&P
-----------------------------------------------------------
Standard & Poor's Ratings Services said that the announcement of
Terex Corp. (BB/Stable/--) that its sales and earnings for 2008
will be below prior, has no immediate impact on its ratings on
Terex.

The company reduced the midrange of its sales guidance for the
full year by $300 million and earnings are now expected to be
between $6.35 to $6.65 from previous guidance of $6.85 to $7.15.
The company noted that Aerial Work Platform and Construction
segments have continued to soften in the U.S. and Western Europe.

In addition, we note that Terex has made a EUR210 million
acquisition of Fantuzzi Industries port equipment businesses in
August and the company increased its share repurchase
authorization by $500 million in July.  Still, the company's
credit measures are good with funds from operations to debt of 52%
and debt to EBITDA of 1.4x at June 30, 2008, versus
our expectations of 20% and 3.5x, respectively.


TERRA ENERGY: June 30 Balance Sheet Upside-Down by $546,986
-----------------------------------------------------------Terra
Energy & Resource Technologies Inc.'s consolidated balance at June
30, 2008, showed $1,218,990 in total assets, and $1,765,976 in
total liabilities, resulting in a $546,986 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $472,014 in total current assets
available to pay $1,765,976 in total current liabilities.

The net losses for the three months ended June 30, 2008, and 2007,
were $451,416 and $756,668, respectively.

There were no revenues from services for the three months ended
June 30, 2008, and 2007.  Since inception, revenues from the
company's fee for service business have not been sufficient to
support the company's operational expenses.  In fiscal 2007 and
the first half of fiscal 2008, the company did not generate
revenues from its service business, as it sought to perform
services for an ownership or royalty interest in projects or
leaseholds rather than for a cash service fee.

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?31a1

                       Going Concern Doubt

The company has incurred substantial losses from operations,
sustained substantial cash outflows from operating activities, and
has both a significant working capital deficiency and accumulated
deficit at June 30, 2008, and at Dec. 31, 2007.  These factors
raise substantial doubt about the company's ability to continue as
a going concern.  

                        About Terra Energy

Headquartered in New York, Terra Energy & Resource Technologies
Inc. (OTC BB: TEGR) -- http://www.terrainsight.com/-- through its  
subsidiary Terra Insight Corp., provides mapping and analysis
services for exploration, drilling, and mining companies related
to natural resources found beneath the surface of the earth.  


TIERS DERBY: Moody's Rates $47,500,000 Certificates at Ba1
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of these
notes:

Class Description: USD 80,000,000 Floating Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2014, Series 2007-17

   -- Prior Rating: Aaa

   -- Current Rating: Aa1

Class Description: USD 10,000,000 TIERS(R) Derby Synthetic CDO
Floating Rate Credit Linked Trust Certificates due 2014, Series
2007-17

   -- Prior Rating: Aaa

   -- Current Rating: Aa1

Class Description: USD 2,000,000 Floating Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2014, Series 2007-08

   -- Prior Rating: Aaa

   -- Current Rating: Aa1

Class Description: USD 75,000,000 TIERS(R) Derby Synthetic CDO
Floating Rate Credit Linked Trust Certificates due 2014, Series
2007-4

   -- Prior Rating: Aaa

   -- Current Rating: Aa1

Class Description: USD 15,000,000 TIERS(R) Derby Synthetic CDO
Floating Rate Credit Linked Trust Certificates due 2014, Series
2007-11

   -- Prior Rating: Aa2

   -- Current Rating: Aa3

Class Description: USD 10,000,000 TIERS(R) Derby Synthetic CDO
Floating Rate Credit Linked Trust Certificates due 2014, Series
2007-18

   -- Prior Rating: Aa3

   -- Current Rating: A2

Class Description: EUR 6,000,000 Floating Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2014, Series 2007-02

   -- Prior Rating: Aa3

   -- Current Rating: A2

Class Description: USD 20,000,000 Floating Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2014, Series 2007-29

   -- Prior Rating: Aa3

   -- Current Rating: A2

Class Description: USD 56,000,000 TIERS(R) Derby Synthetic CDO
Floating Rate Credit Linked Trust Certificates due 2014, Series
2007-6

   -- Prior Rating: Aa3

   -- Current Rating: A2

Class Description: JPY 1,000,000,000 Floating Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2014, Series 2007-03

   -- Prior Rating: A2

   -- Current Rating: Baa3

Class Description: JPY 1,000,000,000 Fixed Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2014, Series 2007-21

   -- Prior Rating: Baa2

   -- Current Rating: Ba1

Class Description: USD 10,000,000 TIERS(R) Derby Synthetic CDO
Floating Rate Credit Linked Trust Certificates due 2014, Series
2007-10

   -- Prior Rating: Baa2

   -- Current Rating: Ba1

Class Description: USD 21,000,000 TIERS(R) Derby Synthetic CDC
Floating Rate Credit Linked Trust Certificates due 2017, Series
2007-5

   -- Prior Rating: Aaa

   -- Current Rating: Aa1

Class Description: USD 50,000,000 TIERS(R) Derby Synthetic CDO
Floating Rate Credit Linked Trust Certificates due 2017, Series
2007-12

   -- Prior Rating: Aa1

   -- Current Rating: Aa3

Class Description: USD 27,500,000 TIERS(R) Derby Synthetic CDO
Floating Rate Credit Linked Trust Certificates due 2017, Series
2007-15

   -- Prior Rating: Aa2

   -- Current Rating: A1

Class Description: USD 70,500,000 TIERS(R) Derby Synthetic CDO
Floating Rate Credit Linked Trust Certificates due 2017, Series
2007-7

   -- Prior Rating: Aa2

   -- Current Rating: A1

Class Description: USD 6,500,000 TIERS(R) Derby Synthetic CDO
Floating Rate Credit Linked Trust Certificates due 2017, Series
2007-8

   -- Prior Rating: Aa2

   -- Current Rating: A1

Class Description: JPY 1,000,000,000 Fixed Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2017, Series 2007-04

   -- Prior Rating: Aa2

   -- Current Rating: A1

Class Description: USD 18,000,000 TIERS(R) Derby Synthetic CDO
Floating Rate Credit Linked Trust Certificates due 2017, Series
2007-13

   -- Prior Rating: Aa3

   -- Current Rating: A2

Class Description: USD 20,000,000 TIERS(R) Derby Synthetic CDO
Floating Rate Credit Linked Trust Certificates due 2017, Series
2007-16

   -- Prior Rating: Aa3

   -- Current Rating: A2

Class Description: USD 21,000,000 TIERS(R) Derby Synthetic CDO
Floating Rate Credit Linked Trust Certificates due 2017, Series
2007-9

   -- Prior Rating: A2

   -- Current Rating: Baa2

Class Description: JPY 6,000,000,000 Floating Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2017, Series 2007-05

   -- Prior Rating: A2

   -- Current Rating: Baa3

Class Description: JPY 2,000,000,000 Floating Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2017, Series 2007-06

   -- Prior Rating: A2

   -- Current Rating: Baa3

Class Description: JPY 1,000,000,000 Floating Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2017, Series 2007-28

   -- Prior Rating: A2

   -- Current Rating: Baa3

Class Description: JPY 4,600,000,000 Floating Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2017, Series 2007-15

   -- Prior Rating: A2

   -- Current Rating: Baa3

Class Description: JPY 300,000,000 Fixed Rate Derby Mezzanine 2007
Portfolio Credit Linked Notes due 2017, Series 2007-16

   -- Prior Rating: A2

   -- Current Rating: Baa3

Class Description: USD 7,500,000 TIERS(R) Derby Synthetic CDO
Floating Rate Credit Linked Trust Certificates due 2017, Series
2007-14

   -- Prior Rating: Baa2

   -- Current Rating: Ba1

Class Description: USD 40,000,000 Floating Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2017, Series 2007-07

   -- Prior Rating: Baa2

   -- Current Rating: Ba1

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


TRANSIT GROUP: GE Capital Liquidates Trucking Business
------------------------------------------------------
Keven Nevers of Chesterton Tribune reports that approximately 250
workers at Priority Trucking are out of jobs after the majority
stockholder in the holding company which acquired Priority
Trucking opted to liquidate assets.

Priority Trucking is officially out of business, fleet supervisor
Russ Steen told the Chesterton Tribune.  The closure followed a
decision by GE Capital Corporation of Stamford, Conn. to liquidate
the assets of Transit Group, an Atlanta, Ga.-based holding company
of several trucking businesses.

GE Capital owns a 70-percent stake in Transit Group.  It got the
stake in exchange for canceling Transit Group's debt when Transit
emerged from Chapter 11 in 2002.

Mr. Steen noted that Priority Trucking had employed a total of
around 800, including truckers and in-house personnel, at its
Chesterton and Farmington, N.Y., locations, according to the
report.


TYSON FRESH: S&P Cuts Corporate Credit Ratings to 'BB' from 'BBB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
ratings on Tyson Foods Inc. and its wholly owned subsidiary, Tyson
Fresh Meats Inc., to 'BB' from 'BBB-'.

"At the same time, we assigned a 'BB-' senior unsecured and '5'
recovery rating to Tyson's planned $450 million senior convertible
note offering due 2013.  We also placed the senior unsecured
rating on CreditWatch with negative implications.  Tyson could
also issue up to an additional $67.5 million of convertible notes
under an overallotment provision.  This senior unsecured debt
issue is rated one notch below the corporate credit rating, due to
the lack of guarantees from Tyson's operating subsidiaries," S&P
says.

"The '5' recovery rating indicates the expectation of modest
recovery (10% to 30%) of principal in the event of a payment
default.  Tyson also expects to issue 20 million shares of Class A
common stock concurrently with the debt offering.  The company
will use proceeds from these offerings to repay portions of
outstanding borrowings under Tyson Foods' accounts receivable
credit facility and for general corporate purposes.

In addition, we lowered the issue-level ratings of Tyson Foods'
unsecured revolving credit facility and senior unsecured notes due
2016 to 'BB' from 'BBB-' and assigned a '3' recovery rating,
indicating expectations of meaningful (50%-70%) recovery of
principal and prepetition interest in the event of a payment
default.  We also lowered the issue-level ratings for all
other senior unsecured debt to 'BB-' from 'BB+' and assigned a
recovery rating of '5', indicating the expectation of modest (10%-
30%) recovery of principal and prepetition interest in the event
of a payment default.

"All of the ratings on Tyson Foods and Tyson Fresh Meats remain on
CreditWatch with negative implications, where we placed them on
June 19, 2008, reflecting our concerns that Tyson Foods may face
even higher near-term commodity costs than our previous
expectations, due to heavy rains and flooding in the Midwest that
damaged crops.  As of June 28, 2008, the company had about $3.1
billion of debt," S&P says.

"The ratings remain on CreditWatch with negative implications,
pending the company's completed planned debt and equity offering,"
said Standard & Poor's credit analyst Patrick Jeffrey.  Once
completed, we would likely affirm all of the company's ratings at
these revised levels.  "If Tyson Foods does not complete these
transactions in a timely fashion, we would review the ratings and
could consider a downgrade if market conditions weaken further,"
he continued.


US DRY CLEANING: To Buy Tuchman Cleaners in Indianapolis
--------------------------------------------------------
U.S. Dry Cleaning Corporation will acquire up to 25 of the Tuchman
Cleaners stores in Indianapolis and surrounding areas.  The
stores, which dominate the Indianapolis market, are among the best
operated and respected in the industry.  They are owned by
National Dry Cleaners of Phoenix and are being purchased by U.S.
Dry Cleaning in an all-cash asset purchase transaction. Details
will be announced when the transaction is completed, which is
anticipated to close by Sept. 30, 2008.  The combined revenue of
the stores that US Dry Cleaning is acquiring is in excess of $7
million annually and the company expects this acquisition to be
extremely accretive to the company.

Deborah Rechnitz, Chief Operating Officer of U.S. Dry Cleaning
welcomed Tuchman to the family of U.S. Dry Cleaning Companies.
"This is a wonderful acquisition for us as these stores have a
tremendous reputation for quality and service in the Indianapolis
area, in particular for their convenient drive-through operations
and same day service for their customers," she said.  

"It is for those customers that we are pleased to be able to bring
these stores out of bankruptcy and begin putting additional
resources to work for Tuchman's loyal current and future
customers," she said, noting that existing management is expected
to remain. "We look forward to working with Jim Dunn and his team
in continuing the quality, service and care that is recognized by
Tuchman customers," Ms. Rechnitz affirmed.  Mr. Dunn is Regional
Manager of Tuchman Cleaners and has been the driving force for
this chain for the past 30 years, building the business into one
that is recognized as one of the strongest dry cleaning operations
in Indianapolis, noted in particular for its commitment to
customer service.  This commitment has resulted in Tuchman
Cleaners consistently being awarded "Best Dry-Cleaner" status in
Indianapolis annually from market research studies and popular
opinion reader polls.

"US Dry Cleaning in keeping with the already strongly established
customer-driven business of Tuchman Cleaners, intends to continue
this comment by investing in GreenEarth(R) environmentally-
friendly cleaning solutions for the stores.  We believe that
customers of Tuchman will find that as a result of these
biodegradable solutions, clothes will be softer with brighter
colors and for delicate fabrics the cleaning process is much
gentler," said Ms. Rechnitz.

Tuchman Cleaners was founded in 1916 and has been known throughout
the Indianapolis area for its successful "Coats for Kids" program
as well as its association with and designation as "The Official
Cleaner" of the Indianapolis Colts and other professional sports
teams in the city.  These programs, as well as other existing
community service efforts, are expected to continue with
additional community support planned.

U.S. Dry Cleaning has successfully completed three acquisitions
this year prior to the Tuchman announcement and the company has a
robust pipeline of other acquisitions.  The company's targets for
acquisition are profitable multi-store dry cleaning operations
throughout the United States that are number one or number two in
their markets.  As a reflection of its remarkable growth, the
company has more than doubled its current revenue run rate on an
annual basis.

                        Going Concern Doubt

Squar, Milner, Peterson, Miranda & Williamson LLP, in Newport
Beach, California, expressed substantial doubt about U.S. Dry
Cleaning Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2007.  The auditing firm pointed to the
company's recurring losses from operations and accumulated deficit
of approximately $19,356,000 at Sept. 30, 2007.

                       About U.S. Dry Cleaning

Headquartered in Palm Springs, California, U.S. Dry Cleaning
Corporation (OTC BB: UDRY) -- http://www.usdrycleaning.com/--    
operates in the laundry and dry cleaning business and is
geographically concentrated in Hawaii and Southern California.


VINQUOR BEVERAGE: Capstone Capital Selling Collateral on Sept. 16
-----------------------------------------------------------------
Capstone Capital Group I, LLC is selling at a public auction on
Sept. 16, 2008, at 10:00 a.m. (EST), the collateral pledged to it
for certain debts of Vinquor Beverage Co., Ltd., a Texas limited
partnership, and Vinquor GP, LLC, a Texas limited liability
company.    

The collateral consists of any and all rights, title and interest
of the Debtor in and to approximately 14,400 cases of
predominantly ultra-premium wines.  Brands range from French
producers such as A.F. Gros and Francois Parent to California
producers such as Serdonis and Oakville Ranch to Italian producers
such as Giacomo Ascheri.  

Approximately 50% of the Collateral is comprised of lesser known,
predominantly small producers and proprietary label wines from
such producers.  Vintages are current releases on more than 85% of
the Collateral and the Collateral originates from several
countries, including Hungary, Germany, Austria, South Africa,
South America, Spain, France, USA, and Italy.  

For more information, contact:

     Michael Rupe, Esq.
     Counsel for Debtor
     Katten Muchin Rosenman LLP
     575 Madison Ave., New York, NY 10022
     Phone: (212)940-8518


VINQUOR GP: Capstone Capital Selling Collateral on Sept. 16
-----------------------------------------------------------
Capstone Capital Group I, LLC is selling at a public auction on
Sept. 16, 2008, at 10:00 a.m. (EST), the collateral pledged to it
for certain debts of Vinquor Beverage Co., Ltd., a Texas limited
partnership, and Vinquor GP, LLC, a Texas limited liability
company.    

The collateral consists of any and all rights, title and interest
of the Debtor in and to approximately 14,400 cases of
predominantly ultra-premium wines.  Brands range from French
producers such as A.F. Gros and Francois Parent to California
producers such as Serdonis and Oakville Ranch to Italian producers
such as Giacomo Ascheri.  

Approximately 50% of the Collateral is comprised of lesser known,
predominantly small producers and proprietary label wines from
such producers.  Vintages are current releases on more than 85% of
the Collateral and the Collateral originates from several
countries, including Hungary, Germany, Austria, South Africa,
South America, Spain, France, USA, and Italy.  

For more information, contact:

     Michael Rupe, Esq.
     Counsel for Debtor
     Katten Muchin Rosenman LLP
     575 Madison Ave., New York, NY 10022
     Phone: (212)940-8518


VISIPHOR CORP: June 30 Balance Sheet Upside-down by CDN$3,299,145
-----------------------------------------------------------------
Visiphor Corporation's balance sheet at June 30, 2008, showed
C$2,926,756 in total assets and CDN$6,225,901 in total debts
resulting in a stockholders' deficit of $3,299,145.

The company's balance sheet at June 30, 2008, also showed
strained liquidity with CDN$905,909 in total current assets
available to pay CDN$3,345,901 in total current liabilities.

Visiphor Corp. reported a net loss of CDN$1,151,802 on revenues of
$902,468 for the first quarter ended June 30, 2008, compared
with a net loss of CDN$917,742 on revenues of $863,755 for the
same period ended June 30, 2007.

The Company's aggregated cash on hand at the beginning of the
three-month period ended June 30, 2008 was $1,050,679.  The impact
on cash of the loss of $1,151,802, after adjustment for non-cash
items and changes to other working capital accounts in the period,
resulted in a negative cash flow from operations of $591,125.   
During the quarter the company also repaid capital leases of
$33,446.  These leases consist primarily of servers and computers.
Overall, the company's cash position decreased by $628,588 to
$477,091.

The report of the independent registered chartered accountants,
Grant Thornton LLP, on the company's December 31, 2007 financial
statements -- includes an explanatory paragraph that indicates the
financial statements -- are affected by conditions and events that
cast substantial doubt on the company's ability to continue as a
going concern.  The company incurred net losses of $2,490,207 and
$6,678,371 in the years ended December 31, 2007 and December 31,
2006.

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?31b5

                       About Visiphor Corp.

Headquartered in Vancouver, Visiphor Corp. (OTC BB: VISRF.OB)
(CDNX: VIS.V) -- http://www.visiphor.com/-- sells software   
products and services that deliver practical, rapidly deployable
solutions that integrate business processes and databases.  The
company's solutions focus on disparate process and data management
problems that exist in numerous verticals spanning government,
energy, law enforcement, security, health care and financial
services.


WENTWORTH ENERGY: Restates Fin. Results for Quarter Ended March 31
------------------------------------------------------------------
Wentworth Energy Inc. restated certain amounts reported for the
three months ended March 31, 2008.  The restatements were made as
a result of:

   1) *In connection with the October 2007 debt restructuring the
      company improperly allocated a $20.9 million increase in the
      fair market value of its derivative liabilities to debt
      discount.  However, the company subsequently determined that
      only the $3.8 million portion of the increase in fair value
      of the derivative liabilities that is attributable to the
      $5.0 million in new proceeds the company received in
      connection with the restructuring must be allocated to debt
      discount, with the remainder of the increase in fair value
      attributed to loss on derivative contracts.

   2) The company also determined that it improperly included the
      $4.6 million value of Series B warrants in derivative
      liabilities.  This was improper because the exercise of the
      Series B warrants is within the control of the company.

   3) An adjustment to the amortization expense related to the
      senior secured convertible notes was required as a result  
      of *.  

Wentworth Energy's balance sheet at March 31, 2008, showed total
assets of $41,005,206 and total liabilities of $39,338,109,
resulting in a stockholders' deficit of $1,667,097.

A full-text copy of the amended financial report for quarter ended
March 31, 2008, is available for free at
http://ResearchArchives.com/t/s?31b1

                      About Wentworth Energy

Headquartered in Palestine, Texas, Wentworth Energy Inc. (OTC BB:
WNWG) -- http://www.wentworthenergy.com/-- is an independent    
exploration and production company focused on developing North
American oil and natural gas reserves.  The company owns a 27,557-
acre mineral block in east central Freestone County and west
central Anderson County in the active East Texas Basin, as well as
an active oil and gas contract drilling company, Barnico Drilling
Inc., which has serviced East Texas drilling demand since the late
1970s.   
                       Going Concern Doubt

Hein & Associates LLP, in Dallas, expressed substantial doubt
aobut Wentworth Energy Inc.'s ability to continue as a going  
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's significant recurring losses from
operations and working capital deficiency.


WESTERN NONWOVEN: Sells Fire-Retardant Barrier Assets for $11MM
---------------------------------------------------------------
Textile manufacturer Milliken & Co. has acquired the fire-
retardant barrier assets and geotextile business of Western
Nonwoven, Inc., and its debtor-affiliates for $11.2 million,
reports David Perry of Furniture Today.  The amount is
$7.2 million more than what Simmons Bedding Co. agreed to pay for
certain of the Debtors' assets when they filed for bankruptcy in
July 2008, Mr. Perry Notes.

The move will boost Milliken's already strong position as a
supplier of fire-resistant products to the mattress industry,
claims Mr. Perry.

In addition to acquiring the fire-retardant barrier business,
Milliken also gained access to the Sandmat product line of
geotextile nonwovens, offered to the golf course development and
remediation industries, Mr. Perry adds.

Headquartered in Carson, California, Western Nonwovens, Inc. --
http://www.westernnonwovens.com-- manufactures nonwoven materials  
and provides services to industries, including mattress,
automotive, retail apparel, filtration and furniture
manufacturers.  Western Nonwovens Inc. and seven of its
affiliates filed voluntary petitions under Chapter 11 on July 14,
2008 (Bankr. D. Del., Case No. 08-11435).  Representing the
Debtors is Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware.  The U.S. Trustee for Region 3
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  Hahn & Hessen LLP and Montgomery McCraken Walker &
Rhoads LLP represent the Committee in this cases.  The Debtors
selected Epiq Bankruptcy Services LLC as their claims agent.  When
the Debtors filed for protection from their creditors, they listed
assets of $28.4 million and debts of $106.9 million.


WHITEHALL JEWELERS: Wants $63MM in Consignment Goods Liquidated
---------------------------------------------------------------
Seeking to untangle a "complex fight" over more than $60 million
worth of consignment goods, Whitehall Jewelers Inc. has sought the
bankruptcy court's approval for an agreement with its creditors to
liquidate the goods as it seeks to reorganize under Chapter 11,
Bankruptcy Law 360 reports.

The Debtor and its affiliates have asked the U.S. Bankruptcy Court
for the District of Delaware to resolve disputes over consignment
goods by approving a global settlement agreement and vendor
agreements regarding treatment of of these goods.  As reported in
the Troubled Company Reporter on Aug. 21, 2008, parties to the
global settlement agreement are:

   * the Debtors,

   * the Official Committee of Unsecured Creditors,

   * LaSalle Bank National Association, as agent for lenders
     under a prepetition revolving credit facility,

   * PWJ Lending II LLC, as administrative and collateral agent
     and prepetition lender under a prepetition term loan
     agreement, and

   * Bank of America, N.A., as agent for lender under the DIP
     facility.

The Debtors filed a motion to sell all or substantially all of
their assets.  However, the proposed sale was complicated by
uncertainty regarding competing interests in more than $60 million
at cost of consignment goods inventory held as of the bankruptcy
filing.  The Debtors previously requested to include memo goods in
the sale.

The settlements proposed provide:

   a. the release by BofA, LaSalle, PWJ, the Committee and the
      Debtors of any liens or interests asserted in memo goods,
      the Debtors' agreement to return memo goods to participating
      consignment vendors and to pay participating consignment
      vendors 100% of the proceeds allocable to vendors from the
      escrow established in respect of ordinary course
      postpetition sales of consignment goods;

   b. the waiver and release by participating consignment vendors
      of all claims against the Debtors and their estates, and
      the allowance and limitation of amounts payable to
      participating consignment vendors.  Participating
      consignment vendors, PWJ, BofA, and LaSalle also agree to
      waive and release each other from all claims and causes of
      action;

   c. the Debtors, PWJ, BofA, LaSalle and the Committee agree to
      waive and release all claims against one another upon
      approval and effectiveness of the global settlement
      agreement and the vendor agreements, and the Committee's
      agreement to withdraw its objection to entry of a final DIP
      order;

   d. the agreements of the parties to the global settlement
      agreement and the vendor agreements to a distribution
      waterfall that is fully consistent with the Bankruptcy Code.
      PWH will subordinate distributions on its $40 million of
      secured claims to the funding of administrative expenses and
      PWJ and participating consignment vendors to subordinate
      other specified claim amounts in favor or unsecured
      creditors; and

   e. the commitment of the parties to the global settlement
      agreement and the vendor agreements to support a plan of
      liquidation.

A full-text copy of the Debtors' motion to approve global
settlement agreement and related vendor agreements is available
for free at http://ResearchArchives.com/t/s?30fe

                     About Whitehall Jewelers

Based in Chicago, Illinois, Whitehall Jewelers Holdings, Inc. --
http://www.whitehalljewellers.com/-- owns and operates 375 stores  
jewelry stores in 39 states.  The company operates stores in
regional and regional shopping malls under the names Whitehall and
Lundstrom.  The Debtors' retail stores operate under the names
Whitehall (271 locations), Lundstrom (24 locations), Friedman's
(56 locations, and Crescent (22 locations).  As of June 23, 2008,
the Debtors have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, represent the Debtors in their restructuring efforts.  
Epiq Bankruptcy Solutions LLC is their claims, noticing and
balloting agent.

When the Debtors' filed for protection from their creditors, they
listed total assets of $207,100,000 and total debts of
$185,400,000.


WHITEHALL JEWELERS: Indian Jeweller Wants to Buy 50-60 Stores
-------------------------------------------------------------
National Jeweler reports that jewelry manufacturer and retailer
Gitanjali Gems Ltd., which is based in Mumbai, India, is
interested in buying Whitehall Jeweler Holdings Inc. stores that
are being sold in a liquidation sale in Delaware.  Gitanjali USA
Inc. Chief Executive Officer Nehal Modi said they want to acquire
50 to 60 stores along the Midwest and California.

In July 2008, JCK-Jewelers Circular Keystone reported that
Gitanjali is willing to pay between $80 million and $90 million
for the bankrupt U.S. jewelry chain.

National Jeweler's Michelle Graff relates that the Indian jeweler
wants to increase its grasp in the U.S. jewelry sector as
indicated by two recent purchases.  The National Jeweler notes
that in December 2006, Gitanjali initially entered the U.S.
jewelry industry by buying Austin, Texas-based Samuels Jewelers,
then purchasing Middletown, Ohio-based Rogers Jewelers in November
2007.

JCK-Jewelers recounts that Gitanjali disclosed that 50% of its
global diamond jewelry sales comes from U.S. sales.

Gitanjali is not the only foreign company interested in acquiring
Whitehall's stores, Ms. Graff observes.

As disclosed in the Troubled Company Reporter on Aug. 27, 2008,
Whitehall Jewelers reached a conditional deal with New Zealand-
based jeweler Michael Hill International Ltd. to sell 17 stores in
the Midwest for $5 million.  The 17 stores are mostly around
Chicago, Illinois, with two stores in St. Louis, Missouri.  The
acquisition also includes Whitehall's rights with respect to
leases for all 17 stores and all other trading assets at those
locations.

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates  
375 stores jewelry stores in 39 states.  The company operates
stores in regional and regional shopping malls under the brand
names Whitehall Jewellers, Marks Bros. Jewellers and Lundstrom
Jewellers.  The Debtors' retail stores operate under the names
Whitehall (271 locations), Lundstrom (24 locations), Friedman's
(56 locations, and Crescent (22 locations).  As of June 23, 2008,
the Debtors have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, represent the Debtors in their restructuring efforts.  
Epiq Bankruptcy Solutions LLC as their claims, noticing and
balloting agent.

When the Debtors' filed for protection against their creditors,
they listed total assets of $207,100,000 and total debts of
$185,400,000.


WICKES FURNITURE: Creditors Want $800,000 Back from Affinity
------------------------------------------------------------
Unsecured creditors of bankrupt Wickes Furniture Co. Inc. have
sued delivery company Affinity Logistics Corp. seeking to recover
almost $800,000 in transfers from Wickes to Affinity that the
creditors claim were improper, reports Bankruptcy Law 360.

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is a furniture retailer in the
U.S. with 43 retail stores serving greater Chicago, Los Angeles,
Las Vegas, and Portland.  Founded in 1971, Wickes offers room
packages featuring complete living rooms, dining rooms, bedrooms
as well as bedding, home entertainment, accessories and accent
furniture.  Wickes employs more than 1,700 employees and offers
products from leading furniture and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No.
08-10213).  Donald J. Detweiler, Esq., at Greenberg Traurig LLP,
represents the Debtors in their restructuring efforts.  The
Debtors selected Epiq Bankruptcy Solutions LLC as claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Margaret M. Manning, Esq., at Whiteford Taylor &
Preston in Wilmington, Delaware, represents the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed consolidated assets of $10 million to
$50 million, and estimated debts of $50 million to $100 million.


ZAP IMPORT: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Zap Import & Export Corp
        P.O. Box 11752
        San Juan, PR 00922-1752
        Tel: (787) 288-4000

Bankruptcy Case No.: 08-05799-11

Type of Business: The Debtor is an exporter/importer of motor
                  vehicle supplies and new parts.  
                  See http://www.zapimport.com

Chapter 11 Petition Date: September 3, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Winston Vidal Gambaro, Esq.
                  Winston Vidal Law Office
                  P.O. Box 193673
                  San Juan, PR 00919-3673
                  Tel: (787) 751-2864
                  Fax: (787) 763-6114
                  Email: wvidal@prtc.net
        
Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Western Bank                     Bank Loan             $875,353
World Plaza                           Collateral:    $9,430,000
268 Avenue,                            Unsecured:      $874,217
Munoz Rivera Suite 600
Hato Rey, PR 00918

Depo Auto Parts Ind. Co. Ltd     Trade Debt            $210,844
No. 20-3 Nan Shyh Lane
Tiur Nan Li Lu Kang Chen Chan
Hua Hsien Taiwan

Wells Fargo Bank                 Trade Debt            $125,118
P.O. Box 54349
Los Angeles, CA 90054-0349

Partpia Corporation              Trade Debt           $108,642

Cobra King Industry Co. Ltd      Trade Debt            $82,601

Tong Yang Industry Co. Ltd       Trade Debt            $80,660

Y.C.C. Parts Mfg Co. Ltd         Trade Debt            $78,371

First Leasing & Rental Corp.     Trade Debt            $52,979

First Bank                       Trade Debt            $35,673

Internal Revenue Service         Trade Debt            $25,217

CRIM                             Trade Debt            $23,108

Secretario de Hacienda           Trade Debt            $11,063

Municipio de Bayamon             Trade Debt             $6,060

Autoridad de Energia Electrica   Trade Debt             $3,713

Asociacion de Industriales y     Bank Loan              $3,150
Comerciante Parque Industrial
Luchetti

Garage Chevron Luchetti          Trade Debt             $2,761

TAG/ICIB Services                Trade Debt             $2,600

Waste Management de PR           Trade Debt             $2,358

Helvetia del Caribe              Trade Debt               $750


* S&P Junks Nine Classes of Certificates From Subprime RMBS
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 40
classes of mortgage pass-through certificates from nine U.S.
subprime residential mortgage-backed securities (RMBS)
transactions issued by various issuers.  S&P removed three of the
lowered ratings from CreditWatch with negative implications.  
Lastly, S&P affirmed the company's ratings on 37 other classes of
certificates from the nine deals reviewed.

The lowered ratings reflect recent performance of the affected
transactions.  Subordination, overcollateralization (O/C), and
excess interest provided credit enhancement to the affected
deals at issuance; however, O/C has been depleted for all of
the deals reviewed.  Class II-A from Aegis Asset Backed Securities
Trust 2004-5 receives additional credit enhancement through bond
insurance provided by Financial Guaranty Insurance Co. (BB/Watch
Neg/--), and class A from Terwin Mortgage Trust Series TMTS 2004-
11HE receives additional credit enhancement through bond insurance
provided by FSA Insurance Co. (AAA/Negative/--).

S&P downgraded nine of the 40 classes to 'D' due to recent
principal write-downs on the respective balances.  The remaining
31 lowered ratings reflect current and projected credit support
that is not sufficient to support the ratings at the previous
rating levels.  Current and projected credit support reflects
recent losses and projected losses based on the dollar amount
of loans that are currently in the delinquency pipelines of the
transactions.  Of the remaining 31 downgrades,S&P removed the
ratings on class M-5 from Home Equity Asset Trust 2004-6 and
classes M-5 and M-6 from Home Equity Asset Trust 2004-8 from
CreditWatch with negative implications, where theyS&Pre initially
placed on May 16, 2008.

As of the August 2008 remittance period, the seasoning of the
deals reviewed ranged from 45 months (Home Equity Asset Trust
2004-8) to 67 months (Morgan Stanley Dean Witter Capital I Inc.
Trust 2003-NC1).  Serious delinquencies (90-plus days,
foreclosures, and real estate owned {REO}) ranged from 11.61%
(Terwin Mortgage Trust 2004-19HE) to 25.65% (Home Equity Asset
Trust 2004-8) of the current principal balances, while cumulative
losses ranged from 1.62% (Terwin Mortgage Trust Series TMTS 2004-
11HE) to 4.76% (Aegis Asset Backed Securities Trust 2004-5) of the
original principal balances.  The paid-down pool factors on the
nine transactions ranged from 6.08% (Morgan Stanley Dean Witter
Capital I Inc. Trust 2003-NC1) to 16.09% (Aegis Asset Backed
Securities Trust 2004-5) of the original principal balances.

Rating Actions

Aegis Asset Backed Securities Trust
Series     2004-5

                Rating

Class      CUSIP         To             From
-----      -----         --             ----
IIA        00764MDF1     AAA            AAA
M1         00764MDG9     AA             AA
M2         00764MDH7     BBB            A
M3         00764MDJ3     B              BB
B1         00764MDK0     CCC            B
B2         00764MDL8     CC             CCC
B3         00764MDM6     D              CC

Home Equity Asset Trust 2003-7
Series     2003-7

                Rating

Class      CUSIP         To             From
-----      -----         --             ----
A-2        437084AB2     AAA            AAA
M-1        437084AE6     AA             AA
M-2        437084AF3     BB             A
M-3        437084AG1     BB-            A-
B-1        437084AH9     CCC            B
B-2        437084AJ5     D              CCC

Home Equity Asset Trust 2004-2
Series     2004-2

                Rating

Class      CUSIP         To             From
-----      -----         --             ----
M-1        437084BL9     AA             AA
M-2        437084BM7     BB             A-
M-3        437084BN5     B              BB
B-1        437084BP0     CCC            B
B-2        437084BQ8     CCC            CCC
B-3        437084BR6     D              CC

Home Equity Asset Trust 2004-6
Series 2004-6

                Rating

Class      CUSIP         To             From
-----      -----         --             ----
A-1        437084EN2     AAA            AAA
A-IO-1     437084EQ5     AAA            AAA
A-IO-2     437084FG6     AAA            AAA
M-1        437084ET9     AA+            AA+
M-2        437084EU6     AA+            AA+
M-3        437084EV4     AA             AA
M-4        437084EW2     AA-            AA-
M-5        437084EX0     BB             A+/Watch Neg
M-6        437084EY8     B              BB
B-1        437084EZ5     CCC            B
B-2        437084FA9     CCC            B-
B-3        437084FB7     CC             CCC
B-4        437084FC5     D              CCC

Home Equity Asset Trust 2004-7
Series 2004-7

                Rating

Class      CUSIP         To             From
-----      -----         --             ----
A-1        437084FK7     AAA            AAA
A-2        437084FL5     AAA            AAA
A-3        437084FM3     AAA            AAA
A-5        437084GJ9     AAA            AAA
M-1        437084FS0     AA+            AA+
M-2        437084FT8     AA+            AA+
M-3        437084FU5     AA             AA
M-4        437084FV3     AA-            AA-
M-5        437084FW1     BBB-           A+
M-6        437084FX9     BB             BBB-
B-1        437084FY7     B-             BB
B-2        437084FZ4     CCC            B
B-3        437084GA8     CC             CCC
B-4        437084GB6     D              CC

Home Equity Asset Trust 2004-8
Series 2004-8

                Rating

Class      CUSIP         To             From
-----      -----         --             ----
M-1        437084GR1     AA+            AA+
M-2        437084GS9     AA             AA
M-3        437084GT7     AA             AA
M-4        437084GU4     AA-            AA-
M-5        437084GV2     BBB            A+/Watch Neg
M-6        437084GW0     BB-            A/Watch Neg
B-1        437084GX8     B              B
B-2        437084GY6     CCC            CCC
B-3        437084GZ3     CC             CCC
B-4        437084HA7     D              CC

Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC1
Series 2003-NC1

                Rating

Class      CUSIP         To             From
-----      -----         --             ----
M-1        61746WYU8     BBB            BBB
M-2        61746WYV6     CCC            B+
M-3        61746WYW4     CC             B
B-1        61746WYX2     D              CC

Terwin Mortgage Trust 2004-19HE
Series 2004-19HE

                Rating

Class      CUSIP         To             From
-----      -----         --             ----
A-1        881561LR3     AAA            AAA
S          881561MC5     AAA            AAA
M-1        881561LS1     AA+            AA+
M-2        881561LT9     AA             AA

M-3        881561LU6     A              A
M-4        881561LV4     BB-            BB+
B-1        881561LW2     B              B
B-2        881561LX0     CC             B-
B-3        881561LY8     D              CCC

Terwin Mortgage Trust Series TMTS 2004-11HE
Series 2004-11HE

                Rating

Class      CUSIP         To             From
-----      -----         --             ----
A          881561LE2     AAA            AAA
S          881561LF9     AAA            AAA
M-1        881561LG7     AA             AA
M-2        881561LH5     BBB            A
M-3        881561LJ1     BB             A-
B-1        881561LL6     CCC            BB+
B-2        881561LM4     CCC            B
B-3        881561LN2     D              CCC


* Total Bankruptcies Reach 967,831 in 12 Months Ended June 30
-------------------------------------------------------------
Citing statistics recently released by the Administrative Office
of the U.S. Courts, bankruptcy filings rose 29% in the 12 months
ending June 30, 2008. according to executive search firm, A.E.
Feldman.  Total filings jumped to 967,831 from 751,056 a year ago.  

USA Today reports that 71 public companies with more than
$75.8 billion in assets have filed for bankruptcy this year,
citing research from BankruptcyData.com.  George Putnam of New
Generation Research, which publishes BankruptcyData.com, forecasts
bankruptcies could peak as early as the middle of 2009 or continue
rising well into 2010.

Mitch Feldman, president of A.E. Feldman, says the trend is
creating opportunities for candidates with expertise in
underwriting, restructuring, valuation and loan workouts.  Many
law firms have already begun expanding their ranks, hiring
bankruptcy attorneys and restructuring specialists, in
anticipation of the increase in bankruptcy filings.

Business filings increased more than 41% to 33,822 from 23,889 in
the year-ago period, according to the Administrative Office of the
U.S. Courts.  Personal filings totaled 934,009, up 28% from last
year.  The data also revealed that filings for Chapter 7 rose 36%
to 615,748 in the 12 months ending June 30.  Total Chapter 13
filings rose 17% to 344,421 from 294,693 a year earlier.  Lastly,
filings for Chapter 11 bankruptcy rose more than 30% to 7,293.

The government office adds that filings for the June quarter are
the highest of any quarter in fiscal year 2008.

"The continued rise in bankruptcies to their highest levels since
Congress changed the law points to the growing strain on family
budgets," ABI executive director Samuel J. Gerdano told the
American Bankruptcy Institute.  "We expect this trend to continue
through the end of the year, with cases surging past one million
by year end."


* Cohen & Grigsby Moves Head Office to Former Dominion Tower
------------------------------------------------------------
Cohen & Grigsby has relocated its Pittsburgh headquarters, setting
the stage for the firm's continued growth.  On Sept. 2, 2008, more
than 200 attorneys and staff completed their move from the firm's
previous location on Stanwix Street to newly renovated offices at
625 Liberty Avenue (formerly the Dominion Tower) in the heart of
Pittsburgh's Cultural District.

"Since our founding in 1981, Cohen & Grigsby has grown
significantly - from a handful of attorneys to 125 attorneys in
seven practice groups," noted Jack Elliott, president and CEO of
Cohen & Grigsby.  "Our new headquarters will enable us to sustain
our growth pattern."

The relocation is a homecoming for Cohen & Grigsby, which called
the Dominion Tower its home until 1998.  Moreover, the firm's
return to Pittsburgh's Cultural District has enabled Cohen &
Grigsby to further articulate its value proposition to its
clients.

"Throughout our organization, Cohen & Grigsby believes in a
'culture of performance.'  Our people know that the work does not
begin and end with the billable hour," noted Mr. Elliott.  "We
serve as counselors as well as legal advisors to our clients.  
This means we make it a priority to know and understand our
clients' businesses.  In doing so, we form productive, long-
lasting partnerships that are built on superior performance, and
our clients are better able to meet their objectives."

Cohen & Grigsby now occupies four floors at 625 Liberty Avenue.
The firm's lobby is located on the fifth floor with additional
offices and conference rooms occupying the sixth, seventh and
eighth floors.  At 85,000 square feet, the new headquarters are
one-third larger than the previous offices.

                       About Cohen & Grigsby

Established in 1981 in Pittsburgh, PA, Cohen & Grigsby --
http://www.cohenlaw.com/-- is a business law firm with  
headquarters in Pittsburgh and offices in Naples and Bonita
Springs, FL.  Cohen & Grigsby attorneys cultivate a culture of
performance by serving as business counselors as well as legal
advisors to an extensive list of clients that include private and
publicly held businesses, nonprofits, multinational corporations,
individuals and emerging companies.  The firm has more than 120
lawyers in seven practice groups - Business & Tax, Labor &
Employment, Immigration/International Business, Intellectual
Property, Litigation, Bankruptcy & Creditors' Rights, and Estates
& Trusts.


* Cynthia Courtney Joins Day Pitney's Hartford Office
-----------------------------------------------------
Day Pitney LLP said that Cynthia K. Courtney has joined the firm's
Hartford office as Electronic Discovery Counsel, providing
guidance to the Commercial Litigation, Labor and Employment and
Intellectual Property Departments.

With more than 20 years of litigation experience in corporate and
private practice settings, Ms. Courtney will counsel clients on
creating electronic discovery and document retention programs,
provide support on existing litigation matters, and establish best
practices that comply with the Federal Rules of Civil Procedure.
In addition, she will provide training on critical case law in the
area of electronic discovery and applying the latest principles to
litigation matters.

"Addressing the challenges relating to electronic discovery is a
critical concern to businesses today.  Ms. Courtney brings
extensive national experience and insights in complex commercial
litigation and electronic discovery to our trial practice," said
Jim Rotondo, co-chair of Day Pitney's Commercial Litigation
Department.

Prior to joining the firm, Ms. Courtney was a member of the
Commercial Litigation Department at CIGNA Corporation, where she
created and implemented document retention and electronic
discovery programs.  She also managed employee benefits and
healthcare litigation, concentrating on commercial class-action
litigation and electronic discovery.

Ms. Courtney received her B.A. from Dickenson College and her J.D.
from Catholic University of America. She is admitted in the State
of Connecticut, District of Columbia, U.S. District Court for the
District of Columbia, U.S. District Court for the District of
Connecticut and the U.S. Court of Appeals for the District of
Columbia. Courtney is a member of the Connecticut Bar Association.

The Day Pitney's Electronic Discovery Counsel and Commercial
Litigation practice, can be reached at 860-275-0100.

                         About Day Pitney

Day Pitney LLP, -- http://www.daypitney.com/-- formed by the  
Jan. 1, 2007 merger of Day, Berry & Howard LLP and Pitney Hardin
LLP, is a full-service law firm with approximately 400 attorneys
operating in offices in New York, New Jersey, Connecticut, Boston,
and Washington, D.C.  The firm offers clients strong corporate and
litigation practices, with experience on behalf of large national
and international corporations as well as emerging and middle
market companies and individuals.  Day Pitney's practice areas
include Energy and Utility Law, White Collar Defense and Internal
Investigation, Bankruptcy and Creditors' Rights and Employee
Benefits and Executive Compensation.


* BOND PRICING: For the Week of Sept. 1 - Sept. 6, 2008
-------------------------------------------------------
Issuer                         Coupon Maturity        Bid Price
------                         ------ --------
---------                                         
AIRTRAN HOLDING                  5.5% 4/15/2015           67.58
AIRTRAN HOLDINGS                   7% 7/1/2023            65.63
ABC RAIL PRODUCT                10.5% 1/15/2004           99.98
ABC RAIL PRODUCT                10.5% 12/31/2004          99.98
BOWATER INC                      9.5% 10/15/2012          60.00
BOWATER INC                      6.5% 6/15/2013           54.38
BOWATER INC                     9.38% 12/15/2021          59.50
AMBAC INC                       5.95% 12/5/2035           62.25
AMBAC INC                       6.15% 2/7/2087            43.00
AMERICREDIT CORP                0.75% 9/15/2011           60.38
AMERICREDIT CORP                2.13% 9/15/2013           59.75
ACCURIDE CORP                    8.5% 2/1/2015            66.00
ADVANTA CAP TR                  8.99% 12/17/2026          52.50
ALESCO FINANCIAL                7.63% 5/15/2027           44.00
ATHEROGENICS INC                 4.5% 3/1/2011            11.30
ATHEROGENICS INC                 1.5% 2/1/2012            11.00
AHERN RENTALS                   9.25% 8/15/2013           67.25
AMER INTL GROUP                 6.25% 3/15/2037           64.04
AMER INTL GROUP                 4.88% 3/15/2067           66.05
AMER INTL GROUP                 5.75% 3/15/2067           69.94
ALLEGIANCE TEL                 11.75% 2/15/2008            0.00
ALLEGIANCE TEL                 12.88% 5/15/2008            0.00
ALION SCIENCE                  10.25% 2/1/2015            67.00
LUCENT TECH                      6.5% 1/15/2028           67.56
AMD                             5.75% 8/15/2012           67.10
AMD                                6% 5/1/2015            56.80
AMD                                6% 5/1/2015            57.11
AMES TRUE TEMPER                  10% 7/15/2012           61.00
AMBASSADORS INTL                3.75% 4/15/2027           42.63
AMR CORP                         9.2% 1/30/2012           57.00
AMR CORP                           9% 8/1/2012            71.00
AMR CORP                           9% 9/15/2016           72.00
AMR CORP                        10.2% 3/15/2020           52.63
AMR CORP                       10.15% 5/15/2020           49.95
AMR CORP                        9.88% 6/15/2020           52.47
AMR CORP                          10% 4/15/2021           57.57
AMR CORP                        9.75% 8/15/2021           57.20
AMR CORP                         9.8% 10/1/2021           59.75
AMER MEDIA OPER                 8.88% 1/15/2011           80.00
ASHTON WOODS USA                 9.5% 10/1/2015           58.25
ASPECT MEDICAL                   2.5% 6/15/2014           57.75
AVENTINE RENEW                    10% 4/1/2017            64.50
AMER AXLE & MFG                 5.25% 2/11/2014           58.88
AMER AXLE & MFG                 7.88% 3/1/2017            59.94
BANK NEW ENGLAND                8.75% 4/1/1999             5.75
BANK NEW ENGLAND                9.88% 9/15/1999            4.95
BBN CORP                           6% 4/1/2012             0.01
BB&T CAPT TR IV                 6.82% 6/12/2057           69.00
BURLINGTON COAT                11.13% 4/15/2014           66.50
BUDGET GROUP INC                9.13% 4/1/2006             0.09
BEARINGPOINT INC                 4.1% 12/15/2024          33.78
BERRY PLASTICS                 10.25% 3/1/2016            70.00
BALLY TOTAL FITN                  13% 7/15/2011           45.00
BANKUNITED CAP                  3.13% 3/1/2034            27.54
BURLINGTON NORTH                 3.2% 1/1/2045            55.87
NORTHERN PAC RY                    3% 1/1/2047            51.88
NORTHERN PAC RY                    3% 1/1/2047            52.63
BUFFETS INC                     12.5% 11/1/2014            3.00
BOISE CASCADE                   7.13% 10/15/2014          69.50
BAUSCH & LOMB                   7.13% 8/1/2028            66.50
BON-TON DEPT STR               10.25% 3/15/2014           44.00
BRODER BROS CO                 11.25% 10/15/2010          69.00
BEAZER HOMES USA                 6.5% 11/15/2013          65.12
BEAZER HOMES USA                6.88% 7/15/2015           66.25
BEAZER HOMES USA                8.13% 6/15/2016           69.50
CAPMARK FINL GRP                5.88% 5/10/2012           65.38
AVIS BUDGET CAR                 7.75% 5/15/2016           69.60
COGENT COMMUNICA                   1% 6/15/2027           49.44
COMPUCREDIT                     3.63% 5/30/2025           38.75
COMPUCREDIT                     5.88% 11/30/2035          33.69
CLEAR CHANNEL                      5% 3/15/2012           62.65
CLEAR CHANNEL                   5.75% 1/15/2013           57.25
CLEAR CHANNEL                    5.5% 9/15/2014           47.00
CLEAR CHANNEL                    4.9% 5/15/2015           46.75
CLEAR CHANNEL                    5.5% 12/15/2016          46.00
CLEAR CHANNEL                   6.88% 6/15/2018           47.50
CLEAR CHANNEL                   7.25% 10/15/2027          44.00
COEUR D'ALENE                   3.25% 3/15/2028           65.00
CELL GENESYS INC                3.13% 11/1/2011           45.00
WITCO CORP                      6.88% 2/1/2026            63.50
CHANDLER USA INC                8.75% 7/16/2014      #N/A N.A.
CHAMPION ENTERPR                2.75% 11/1/2037           49.46
WHEELING-PITT ST                   5% 8/1/2011            60.00
CHARMING SHOPPES                1.13% 5/1/2014            68.30
CHS ELECTRONICS                 9.88% 4/15/2005           99.98
CHARTER COMM HLD               11.13% 1/15/2011           56.16
CHARTER COMM HLD                  10% 5/15/2011           62.75
CHARTER COMM HLD               11.75% 5/15/2011           65.00
CCH I LLC                      11.13% 1/15/2014           50.25
CCH I LLC                       9.92% 4/1/2014            50.00
CCH I LLC                         10% 5/15/2014           50.00
CHARTER COMM INC                 6.5% 10/1/2027           37.43
CIENA CORP                      0.25% 5/1/2013            66.78
CIENA CORP                      0.88% 6/15/2017           57.97
CIT GROUP INC                   5.25% 11/15/2011          68.00
CIT GROUP INC                   7.25% 3/15/2013           68.68
CIT GROUP INC                      5% 2/13/2014           72.88
CIT GROUP INC                    5.3% 8/15/2014           69.64
CIT GROUP INC                   5.25% 9/15/2014           66.53
CIT GROUP INC                   5.13% 9/30/2014           73.75
CIT GROUP INC                      5% 2/1/2015            69.50
CIT GROUP INC                    5.4% 1/30/2016           69.13
CIT GROUP INC                   5.85% 9/15/2016           71.40
CIT GROUP INC                   5.95% 9/15/2016           59.00
CIT GROUP INC                   6.05% 9/15/2016           58.90
CIT GROUP INC                      6% 11/15/2016          60.06
CIT GROUP INC                    5.8% 12/15/2016          58.00
CIT GROUP INC                   5.65% 2/13/2017           69.25
CIT GROUP INC                   6.25% 11/15/2017          59.76
CIT GROUP INC                   6.15% 9/15/2021           58.92
CIT GROUP INC                   6.25% 9/15/2021           59.22
CIT GROUP INC                   6.25% 11/15/2021          58.03
CIT GROUP INC                   5.95% 2/15/2022           62.00
CIT GROUP INC                    5.9% 3/15/2022           51.51
CIT GROUP INC                      6% 5/15/2022           52.00
CIT GROUP INC                    6.1% 3/15/2067           40.50
COLLINS & AIKMAN               10.75% 12/31/2011           0.01
CLAIRE'S STORES                 9.25% 6/1/2015            42.25
CLAIRE'S STORES                 9.63% 6/1/2015            25.75
CLAIRE'S STORES                 10.5% 6/1/2017            36.25
COMERICA CAP TR                 6.58% 2/20/2037           50.00
CMP SUSQUEHANNA                 9.88% 5/15/2014           63.50
NEW PLAN REALTY                 7.97% 8/14/2026           61.38
NEW PLAN REALTY                 7.65% 11/2/2026           62.50
NEW PLAN REALTY                 7.68% 11/2/2026           63.75
NEW PLAN REALTY                  6.9% 2/15/2028           62.38
NEW PLAN REALTY                  6.9% 2/15/2028           55.20
NEW PLAN EXCEL                   7.5% 7/30/2029           61.38
NEW ORL GRT N RR                   5% 7/1/2032            54.03
CONSTAR INTL                      11% 12/1/2012           38.00
HIBERNIA CORP                   5.35% 5/1/2014            64.87
CAPITAL 1 IV                    6.75% 2/17/2037           66.69
COOPER-STANDARD                 8.38% 12/15/2014          64.50
COMPLETE MGMT                      8% 8/15/2003           99.98
CELL THERAPEUTIC                5.75% 12/15/2011          10.25
DELTA AIR LINES                    8% 12/1/2015           38.00
DECODE GENETICS                  3.5% 4/15/2011           32.10
DILLARD DEPT STR                7.75% 7/15/2026           67.93
DILLARD DEPT STR                7.75% 5/15/2027           64.20
DELTA MILLS INC                 9.63% 9/1/2007             9.41
DELPHI CORP                      6.5% 8/15/2013           13.25
DELPHI CORP                     8.25% 10/15/2033           0.50
DELPHI CORP                      6.2% 11/15/2033           0.88
EPIX MEDICAL INC                   3% 6/15/2024           60.75
ENCOMPASS SERVIC                10.5% 5/1/2009             0.01
EXODUS COMM INC                 5.25% 2/15/2008            0.01
EXODUS COMM INC                 4.75% 7/15/2008            0.01
ADVANCED MED OPT                3.25% 8/1/2026            69.13
ADVANCED MED OPT                3.25% 8/1/2026            69.84
FORD MOTOR CRED                 5.65% 12/20/2010          68.00
FORD MOTOR CRED                    5% 1/20/2011           70.00
FORD MOTOR CRED                    5% 2/22/2011           69.21
FORD MOTOR CRED                  5.2% 3/21/2011           67.00
FORD MOTOR CRED                 5.25% 3/21/2011           67.62
FORD MOTOR CRED                  5.3% 3/21/2011           68.33
FORD MOTOR CRED                  5.5% 4/20/2011           67.65
FORD MOTOR CRED                  5.7% 5/20/2011           69.00
FORD MOTOR CRED                 6.15% 5/20/2011           69.19
FORD MOTOR CRED                 6.05% 6/20/2011           69.00
FORD MOTOR CRED                  6.1% 6/20/2011           67.54
FORD MOTOR CRED                  6.2% 6/20/2011           67.51
FORD MOTOR CRED                 6.25% 6/20/2011           67.13
FORD MOTOR CRED                 6.25% 6/20/2011           68.33
FORD MOTOR CRED                 5.65% 7/20/2011           67.86
FORD MOTOR CRED                  5.9% 7/20/2011           66.31
FORD MOTOR CRED                  5.9% 7/20/2011           66.70
FORD MOTOR CRED                  5.6% 8/22/2011           63.99
FORD MOTOR CRED                 5.75% 8/22/2011           68.00
FORD MOTOR CRED                  5.8% 8/22/2011           65.43
US LEASING INTL                    6% 9/6/2011            62.00
FORD MOTOR CRED                 5.25% 9/20/2011           63.78
FORD MOTOR CRED                  5.4% 9/20/2011           63.50
FORD MOTOR CRED                  5.5% 9/20/2011           60.00
FORD MOTOR CRED                  5.6% 9/20/2011           64.13
FORD MOTOR CRED                  5.4% 10/20/2011          59.98
FORD MOTOR CRED                  5.4% 10/20/2011          65.00
FORD MOTOR CRED                 5.45% 10/20/2011          64.88
FORD MOTOR CRED                  5.5% 10/20/2011          65.00
FORD MOTOR CRED                  5.6% 11/21/2011          67.60
FORD MOTOR CRED                  5.6% 11/21/2011          63.92
FORD MOTOR CRED                    7% 11/26/2011          66.00
FORD MOTOR CRED                 5.65% 12/20/2011          66.10
FORD MOTOR CRED                  5.7% 12/20/2011          66.00
FORD MOTOR CRED                 5.75% 12/20/2011          63.17
FORD MOTOR CRED                  5.7% 1/20/2012           63.85
FORD MOTOR CRED                 5.85% 1/20/2012           64.19
FORD MOTOR CRED                    6% 1/20/2012           63.95
FORD MOTOR CRED                 5.75% 2/21/2012           69.66
FORD MOTOR CRED                  5.9% 2/21/2012           63.72
FORD MOTOR CRED                 6.25% 2/21/2012           64.54
FORD MOTOR CRED                 6.05% 3/20/2012           59.81
FORD MOTOR CRED                 6.25% 3/20/2012           67.02
FORD MOTOR CRED                  6.6% 3/20/2012           69.66
FORD MOTOR CRED                 7.35% 5/15/2012           64.00
FORD MOTOR CRED                    7% 8/15/2012           57.80
FORD MOTOR CRED                 6.52% 3/10/2013           50.00
FORD MOTOR CRED                 6.85% 9/20/2013           54.47
FORD MOTOR CRED                 7.05% 9/20/2013           64.12
FORD MOTOR CRED                  7.1% 9/20/2013           55.49
FORD MOTOR CRED                  7.1% 9/20/2013           55.61
FORD MOTOR CRED                  6.6% 10/21/2013          59.00
FORD MOTOR CRED                 6.65% 10/21/2013          56.08
FORD MOTOR CRED                 6.75% 10/21/2013          54.72
FORD MOTOR CRED                 6.25% 12/20/2013          52.91
FORD MOTOR CRED                 6.25% 12/20/2013          56.75
FORD MOTOR CRED                  6.5% 12/20/2013          49.50
FORD MOTOR CRED                 6.55% 12/20/2013          57.18
FORD MOTOR CRED                 5.65% 1/21/2014           54.00
FORD MOTOR CRED                 5.75% 1/21/2014           47.88
FORD MOTOR CRED                    6% 1/21/2014           52.22
FORD MOTOR CRED                 5.75% 2/20/2014           50.00
FORD MOTOR CRED                 5.75% 2/20/2014           51.18
FORD MOTOR CRED                  5.9% 2/20/2014           55.75
FORD MOTOR CRED                 6.05% 2/20/2014           53.30
FORD MOTOR CRED                    6% 3/20/2014           52.11
FORD MOTOR CRED                    6% 3/20/2014           51.34
FORD MOTOR CRED                    6% 3/20/2014           51.14
FORD MOTOR CRED                    6% 3/20/2014           50.12
FORD MOTOR CRED                 6.05% 3/20/2014           52.94
FORD MOTOR CRED                 6.05% 4/21/2014           53.00
FORD MOTOR CRED                  6.2% 4/21/2014           50.10
FORD MOTOR CRED                 6.25% 4/21/2014           53.27
FORD MOTOR CRED                 6.35% 4/21/2014           54.10
FORD MOTOR CRED                  6.3% 5/20/2014           50.73
FORD MOTOR CRED                  6.3% 5/20/2014           50.50
FORD MOTOR CRED                 6.85% 5/20/2014           53.00
FORD MOTOR CRED                 6.95% 5/20/2014           53.69
FORD MOTOR CRED                 6.65% 6/20/2014           51.22
FORD MOTOR CRED                 6.75% 6/20/2014           59.00
FORD MOTOR CRED                  6.8% 6/20/2014           51.70
FORD MOTOR CRED                  6.8% 6/20/2014           54.00
FORD MOTOR CRED                 6.85% 6/20/2014           55.52
FORD MOTOR CRED                 6.55% 7/21/2014           50.60
FORD MOTOR CRED                    6% 11/20/2014          56.88
FORD MOTOR CRED                    6% 11/20/2014          49.21
FORD MOTOR CRED                    6% 11/20/2014          47.78
FORD MOTOR CRED                 6.05% 12/22/2014          48.70
FORD MOTOR CRED                 6.05% 12/22/2014          52.91
FORD MOTOR CRED                 6.05% 12/22/2014          51.55
FORD MOTOR CRED                 6.15% 12/22/2014          53.00
FORD MOTOR CRED                    6% 1/20/2015           52.31
FORD MOTOR CRED                 6.15% 1/20/2015           48.02
FORD MOTOR CRED                 6.25% 1/20/2015           52.40
FORD MOTOR CRED                    6% 2/20/2015           50.98
FORD MOTOR CRED                 6.05% 2/20/2015           44.00
FORD MOTOR CRED                  6.1% 2/20/2015           44.88
FORD MOTOR CRED                  6.5% 2/20/2015           53.38
FORD MOTOR CRED                  6.2% 3/20/2015           50.00
FORD MOTOR CRED                 6.25% 3/20/2015           49.00
FORD MOTOR CRED                  6.5% 3/20/2015           54.00
FORD MOTOR CRED                  6.8% 3/20/2015           49.00
FORD MOTOR CRED                  7.3% 4/20/2015           50.66
FORD MOTOR CRED                  7.9% 5/18/2015           55.75
FORD MOTOR CRED                 7.35% 9/15/2015           54.22
FORD MOTOR CRED                 7.55% 9/30/2015          100.40
FORD MOTOR CRED                 7.25% 7/20/2017           50.14
FORD MOTOR CRED                 7.25% 7/20/2017           46.97
FORD MOTOR CRED                  7.4% 8/21/2017           49.30
FORD MOTOR CO                    6.5% 8/1/2018            50.00
FORD HOLDINGS                   9.38% 3/1/2020            51.57
FORD MOTOR CO                   9.22% 9/15/2021           52.00
FORD MOTOR CO                   8.88% 1/15/2022           53.00
FORD MOTOR CO                   7.13% 11/15/2025          45.53
FORD MOTOR CO                    7.5% 8/1/2026            46.00
FORD MOTOR CO                   6.63% 2/15/2028           44.75
FORD MOTOR CO                   6.63% 10/1/2028           42.75
FORD MOTOR CO                   6.38% 2/1/2029            44.00
FORD HOLDINGS                    9.3% 3/1/2030            55.00
FORD MOTOR CO                   7.45% 7/16/2031           50.50
FORD MOTOR CO                    8.9% 1/15/2032           53.00
FORD MOTOR CO                   9.95% 2/15/2032           54.00
FORD MOTOR CRED                  7.5% 8/20/2032           54.00
FORD MOTOR CO                   4.25% 12/15/2036          65.46
FORD MOTOR CO                   7.75% 6/15/2043           44.00
FORD MOTOR CO                    7.4% 11/1/2046           44.50
FORD MOTOR CO                   9.98% 2/15/2047           53.00
FORD MOTOR CO                    7.7% 5/15/2097           43.25
FRANKLIN BANK                    4.5% 5/1/2027            26.50
FIRST DATA CORP                 5.63% 11/1/2011           55.05
FIRST DATA CORP                  4.7% 8/1/2013            51.00
FIRST DATA CORP                 4.85% 10/1/2014           45.00
FIRST DATA CORP                 4.95% 6/15/2015           40.10
FIRST TENN CAP                  8.07% 1/6/2027            56.50
FIFTH THIRD BANC                 4.5% 6/1/2018            68.75
FIFTH THIRD CAP                  6.5% 4/15/2037           50.50
FEDDERS NORTH AM                9.88% 3/1/2014             1.25
FREMONT GEN CORP                7.88% 3/17/2009           50.50
FINLAY FINE JWLY                8.38% 6/1/2012            35.00
FINOVA GROUP                     7.5% 11/15/2009          10.79
FRONTIER AIRLINE                   5% 12/15/2025          25.00
CITIZENS UTIL CO                   7% 11/1/2025           65.00
CITIZENS UTIL CO                7.45% 7/1/2035            69.97
CITIZENS UTIL CO                7.05% 10/1/2046           63.27
FIBERTOWER CORP                    9% 11/15/2012          69.00
FIVE STAR QUALIT                3.75% 10/15/2026          63.50
MEDIANEWS GROUP                 6.88% 10/1/2013           42.00
GOLDEN BOOKS PUB               10.75% 12/31/2004           0.01
GEORGIA GULF CRP               10.75% 10/15/2016          52.25
GLOBAL INDUS LTD                2.75% 8/1/2027            57.81
GLOBAL INDUS LTD                2.75% 8/1/2027            60.88
GENERAL MOTORS                   7.2% 1/15/2011           64.29
GENERAL MOTORS                  9.45% 11/1/2011           63.50
GENERAL MOTORS                  7.13% 7/15/2013           51.50
GENERAL MOTORS                   7.7% 4/15/2016           49.61
GENERAL MOTORS                   8.8% 3/1/2021            48.60
GENERAL MOTORS                   9.4% 7/15/2021           51.53
GENERAL MOTORS                  8.25% 7/15/2023           47.00
GENERAL MOTORS                   8.1% 6/15/2024           44.00
GENERAL MOTORS                   7.4% 9/1/2025            44.00
GENERAL MOTORS                  6.75% 5/1/2028            41.25
GENERAL MOTORS                  8.38% 7/15/2033           47.75
GENERAL MOTORS                  7.38% 5/23/2048           44.75
GMAC                             8.5% 5/15/2010           62.00
GMAC                               8% 6/15/2010           68.39
GMAC                             8.5% 10/15/2010          64.36
GMAC LLC                           6% 4/1/2011            60.25
GMAC                            6.75% 9/15/2011           59.03
GMAC                            6.63% 10/15/2011          59.10
GMAC                            6.75% 10/15/2011          55.13
GMAC                            6.75% 10/15/2011          59.46
GMAC                               7% 10/15/2011          60.00
GMAC LLC                           6% 12/15/2011          60.50
GMAC LLC                         6.5% 5/15/2012           59.41
GMAC LLC                        6.63% 5/15/2012           57.50
GMAC LLC                         6.5% 6/15/2012           59.61
GMAC LLC                         6.5% 6/15/2012           59.61
GMAC LLC                         6.6% 6/15/2012           59.86
GMAC LLC                         6.6% 6/15/2012           59.86
GMAC                             6.5% 7/15/2012           48.01
GMAC LLC                         6.7% 7/15/2012           59.55
GMAC LLC                        6.75% 7/15/2012           49.00
GMAC LLC                           7% 7/15/2012           60.32
GMAC LLC                         7.1% 7/15/2012           52.25
GMAC LLC                        7.15% 7/15/2012           59.26
GMAC                            7.13% 8/15/2012           51.00
GMAC                            7.25% 8/15/2012           51.13
GMAC                            6.88% 8/28/2012           57.63
GMAC                            6.75% 9/15/2012           47.80
GMAC                            6.75% 9/15/2012           49.00
GMAC                               7% 9/15/2012           49.06
GMAC                             7.1% 9/15/2012           50.38
GMAC                            8.25% 9/15/2012           56.36
GMAC                            6.75% 10/15/2012          50.88
GMAC                            6.88% 10/15/2012          47.00
GMAC                               7% 10/15/2012          50.35
GMAC                             7.5% 10/15/2012          51.94
GMAC                            7.75% 10/15/2012          50.26
GMAC                               7% 11/15/2012          45.90
GMAC                            7.15% 11/15/2012          47.50
GMAC                            7.63% 11/15/2012          52.52
GMAC                            7.88% 11/15/2012          55.70
GMAC                               7% 12/15/2012          51.00
GMAC                            7.13% 12/15/2012          50.50
GMAC                            7.25% 12/15/2012          50.00
GMAC                            7.25% 12/15/2012          50.75
GMAC                               7% 1/15/2013           48.20
GMAC                             7.1% 1/15/2013           51.75
GMAC                             7.1% 1/15/2013           46.98
GMAC                            6.45% 2/15/2013           51.00
GMAC                             6.5% 2/15/2013           49.28
GMAC                            6.65% 2/15/2013           48.06
GMAC                             6.8% 2/15/2013           48.72
GMAC                            6.25% 3/15/2013           48.75
GMAC                             6.3% 3/15/2013           45.88
GMAC                             6.4% 3/15/2013           51.27
GMAC                             6.5% 3/15/2013           47.25
GMAC                             6.5% 4/15/2013           48.00
GMAC                            6.75% 4/15/2013           44.59
GMAC                            6.75% 4/15/2013           46.30
GMAC                             6.8% 4/15/2013           47.70
GMAC                            6.88% 4/15/2013           48.00
GMAC                            5.85% 5/15/2013           42.50
GMAC                             6.1% 5/15/2013           52.76
GMAC                            6.35% 5/15/2013           43.61
GMAC                             6.5% 5/15/2013           47.50
GMAC                             5.7% 6/15/2013           47.02
GMAC                            5.85% 6/15/2013           43.11
GMAC                            5.85% 6/15/2013           48.36
GMAC                            5.85% 6/15/2013           47.79
GMAC                             6.5% 6/15/2013           43.00
GMAC                               6% 7/15/2013           43.48
GMAC                            6.25% 7/15/2013           45.00
GMAC                            6.38% 8/1/2013            45.14
GMAC                             6.5% 8/15/2013           43.00
GMAC                            6.15% 9/15/2013           43.36
GMAC                             5.7% 10/15/2013          49.50
GMAC                            6.25% 10/15/2013          42.00
GMAC                             6.3% 10/15/2013          43.00
GMAC                               6% 11/15/2013          41.00
GMAC                             6.1% 11/15/2013          41.67
GMAC                            6.15% 11/15/2013          43.25
GMAC                             6.2% 11/15/2013          41.00
GMAC                            6.25% 11/15/2013          43.02
GMAC                             6.3% 11/15/2013          44.00
GMAC                             6.5% 11/15/2013          41.00
GMAC                             5.7% 12/15/2013          38.34
GMAC                             5.9% 12/15/2013          45.17
GMAC                             5.9% 12/15/2013          41.00
GMAC                               6% 12/15/2013          48.84
GMAC                            6.15% 12/15/2013          41.00
GMAC                            5.25% 1/15/2014           46.00
GMAC                            5.35% 1/15/2014           46.33
GMAC                            5.75% 1/15/2014           41.37
GMAC                            6.38% 1/15/2014           43.25
GMAC                             6.7% 5/15/2014           41.00
GMAC                             6.7% 5/15/2014           40.00
GMAC                             6.7% 6/15/2014           43.22
GMAC                            6.75% 6/15/2014           41.00
GMAC                            6.75% 12/1/2014           56.65
GMAC                               9% 7/15/2015           55.67
GMAC                               8% 8/15/2015           52.56
GMAC                             8.4% 8/15/2015           44.00
GMAC                             8.4% 8/15/2015           49.56
GMAC                            8.65% 8/15/2015           43.00
GMAC                            6.75% 7/15/2016           37.70
GMAC                             6.6% 8/15/2016           43.50
GMAC                             6.7% 8/15/2016           40.48
GMAC                            6.75% 8/15/2016           41.12
GMAC                            6.88% 8/15/2016           41.00
GMAC                            6.75% 9/15/2016           45.00
GMAC                            7.38% 11/15/2016          43.75
GMAC                             7.5% 11/15/2016          42.68
GMAC                            6.75% 6/15/2017           45.25
GMAC                             6.9% 6/15/2017           42.00
GMAC                            6.95% 6/15/2017           44.25
GMAC                               7% 6/15/2017           38.88
GMAC                               7% 7/15/2017           38.43
GMAC                             7.5% 8/15/2017           44.00
GMAC                            7.25% 9/15/2017           43.00
GMAC                            7.25% 9/15/2017           40.74
GMAC                            7.25% 9/15/2017           40.13
GMAC                            7.25% 9/15/2017           43.50
GMAC                            7.13% 10/15/2017          43.00
GMAC                             7.2% 10/15/2017          37.85
GMAC                             7.2% 10/15/2017          43.50
GMAC                            7.75% 10/15/2017          43.50
GMAC                               8% 10/15/2017          45.22
GMAC                             7.5% 11/15/2017          41.50
GMAC                             7.5% 11/15/2017          43.75
GMAC                               8% 11/15/2017          49.92
GMAC                            8.13% 11/15/2017          41.00
GMAC                             7.3% 12/15/2017          42.00
GMAC                             7.4% 12/15/2017          43.10
GMAC                             7.5% 12/15/2017          40.35
GMAC                             7.5% 12/15/2017          39.46
GMAC                            7.25% 1/15/2018           43.00
GMAC                             7.3% 1/15/2018           42.95
GMAC                             7.3% 1/15/2018           38.60
GMAC                               7% 2/15/2018           41.84
GMAC                               7% 2/15/2018           41.50
GMAC                               7% 2/15/2018           39.50
GMAC                            6.75% 3/15/2018           39.00
GMAC                               7% 3/15/2018           43.00
GMAC                            7.05% 3/15/2018           46.00
GMAC                            7.05% 3/15/2018           44.00
GMAC                            7.05% 4/15/2018           42.00
GMAC                            7.25% 4/15/2018           41.77
GMAC                            7.25% 4/15/2018           43.13
GMAC                            7.35% 4/15/2018           42.00
GMAC                            7.38% 4/15/2018           43.04
GMAC                             6.6% 5/15/2018           39.75
GMAC                            6.85% 5/15/2018           42.42
GMAC                               7% 5/15/2018           43.50
GMAC                             6.5% 6/15/2018           39.14
GMAC                            6.65% 6/15/2018           40.38
GMAC                             6.7% 6/15/2018           40.70
GMAC                             6.7% 6/15/2018           43.00
GMAC                            6.75% 7/15/2018           41.75
GMAC                            6.88% 7/15/2018           43.50
GMAC                             6.9% 7/15/2018           44.00
GMAC                             6.9% 8/15/2018           43.50
GMAC                               7% 8/15/2018           38.00
GMAC                            7.25% 8/15/2018           41.70
GMAC                            7.25% 8/15/2018           43.50
GMAC                            6.75% 9/15/2018           44.25
GMAC                             6.8% 9/15/2018           40.00
GMAC                               7% 9/15/2018           41.25
GMAC                            7.15% 9/15/2018           38.50
GMAC                            7.25% 9/15/2018           47.24
GMAC                            6.65% 10/15/2018          43.50
GMAC                            6.65% 10/15/2018          43.00
GMAC                            6.75% 10/15/2018          40.00
GMAC                             6.8% 10/15/2018          41.02
GMAC                             6.5% 11/15/2018          44.25
GMAC                             6.7% 11/15/2018          43.50
GMAC                            6.75% 11/15/2018          43.75
GMAC                            6.25% 12/15/2018          40.50
GMAC                             6.4% 12/15/2018          40.50
GMAC                             6.5% 12/15/2018          42.20
GMAC                             6.5% 12/15/2018          39.03
GMAC                             5.9% 1/15/2019           40.15
GMAC                             5.9% 1/15/2019           37.95
GMAC                            6.25% 1/15/2019           42.00
GMAC                             5.9% 2/15/2019           40.00
GMAC                               6% 2/15/2019           37.50
GMAC                               6% 2/15/2019           39.05
GMAC                               6% 2/15/2019           39.50
GMAC                               6% 3/15/2019           35.19
GMAC                               6% 3/15/2019           37.61
GMAC                               6% 3/15/2019           41.80
GMAC                               6% 3/15/2019           42.75
GMAC                               6% 3/15/2019           42.20
GMAC                               6% 4/15/2019           39.05
GMAC                             6.2% 4/15/2019           38.19
GMAC                            6.25% 4/15/2019           38.85
GMAC                            6.35% 4/15/2019           40.50
GMAC                            6.25% 5/15/2019           40.00
GMAC                             6.5% 5/15/2019           40.98
GMAC                            6.75% 5/15/2019           41.00
GMAC                            6.75% 5/15/2019           44.91
GMAC                             6.6% 6/15/2019           36.34
GMAC                             6.6% 6/15/2019           38.33
GMAC                             6.7% 6/15/2019           43.00
GMAC                            6.75% 6/15/2019           42.00
GMAC                            6.75% 6/15/2019           43.06
GMAC                            6.25% 7/15/2019           37.12
GMAC                            6.35% 7/15/2019           35.90
GMAC                            6.35% 7/15/2019           41.01
GMAC                            6.05% 8/15/2019           40.00
GMAC                            6.05% 8/15/2019           39.75
GMAC                            6.15% 8/15/2019           43.43
GMAC                             6.3% 8/15/2019           40.00
GMAC                             6.3% 8/15/2019           42.20
GMAC                               6% 9/15/2019           43.69
GMAC                               6% 9/15/2019           37.42
GMAC                             6.1% 9/15/2019           41.00
GMAC                            6.15% 9/15/2019           33.67
GMAC                             5.9% 10/15/2019          39.50
GMAC                            6.05% 10/15/2019          38.55
GMAC                            6.13% 10/15/2019          41.00
GMAC                            6.15% 10/15/2019          40.50
GMAC                             6.4% 11/15/2019          39.66
GMAC                             6.4% 11/15/2019          38.45
GMAC                            6.55% 12/15/2019          42.02
GMAC                            6.55% 12/15/2019          44.00
GMAC                             6.7% 12/15/2019          38.58
GMAC                             6.5% 1/15/2020           45.00
GMAC                             6.5% 2/15/2020           37.75
GMAC                            6.65% 2/15/2020           40.00
GMAC                            6.75% 3/15/2020           42.73
GMAC                               9% 7/15/2020           48.78
GMAC                               9% 7/15/2020           51.38
GMAC                               7% 2/15/2021           40.36
GMAC                               7% 9/15/2021           39.20
GMAC                               7% 9/15/2021           40.50
GMAC                               7% 6/15/2022           41.31
GMAC                               7% 11/15/2023          38.59
GMAC                               7% 11/15/2024          39.72
GMAC                               7% 11/15/2024          39.00
GMAC                               7% 11/15/2024          41.00
GMAC                            7.15% 1/15/2025           38.48
GMAC                            7.25% 1/15/2025           43.50
GMAC                            7.25% 2/15/2025           39.25
GMAC                            7.15% 3/15/2025           38.40
GMAC                            7.25% 3/15/2025           40.50
GMAC                             7.5% 3/15/2025           42.00
GMAC                               8% 3/15/2025           41.38
GLOBALSTAR INC                  5.75% 4/1/2028            63.05
REALOGY CORP                    10.5% 4/15/2014           59.45
REALOGY CORP                   12.38% 4/15/2015           49.25
HUNTINGTON CAPIT                6.65% 5/15/2037           47.15
HERBST GAMING                      7% 11/15/2014          10.10
HARRAHS OPER CO                    8% 2/1/2011            60.10
HARRAHS OPER CO                 5.38% 12/15/2013          45.25
HARRAHS OPER CO                 5.63% 6/1/2015            40.63
HARRAHS OPER CO                10.75% 2/1/2016            67.09
HARRAHS OPER CO                  6.5% 6/1/2016            40.10
HARRAHS OPER CO                 5.75% 10/1/2017           44.00
HILTON HOTELS                    7.5% 12/15/2017          73.60
HINES NURSERIES                10.25% 10/1/2011           11.00
K HOVNANIAN ENTR                8.88% 4/1/2012            63.00
K HOVNANIAN ENTR                7.75% 5/15/2013           55.75
K HOVNANIAN ENTR                 6.5% 1/15/2014           62.00
K HOVNANIAN ENTR                6.38% 12/15/2014          62.00
K HOVNANIAN ENTR                6.25% 1/15/2015           61.50
K HOVNANIAN ENTR                6.25% 1/15/2016           59.50
K HOVNANIAN ENTR                 7.5% 5/15/2016           62.00
K HOVNANIAN ENTR                8.63% 1/15/2017           62.88
HRP MYRTLE BEACH                12.5% 4/1/2013            50.38
HERTZ CORP                         7% 1/15/2028           67.75
HAWAIIAN TELCOM                 9.75% 5/1/2013            29.75
HAWAIIAN TELCOM                 12.5% 5/1/2015            20.00
BORDEN INC                      8.38% 4/15/2016           39.70
BORDEN INC                       9.2% 3/15/2021           60.00
BORDEN INC                      7.88% 2/15/2023           31.50
IDEARC INC                         8% 11/15/2016          45.25
IMPERIAL CREDIT                 9.88% 1/15/2007           99.98
ION MEDIA                         11% 7/31/2013           27.50
ISOLAGEN INC                     3.5% 11/1/2024           32.00
INDALEX HOLD                    11.5% 2/1/2014            59.00
PANAMSAT CORP                      9% 8/15/2014           65.02
IRIDIUM LLC/CAP                10.88% 7/15/2005            0.50
IRIDIUM LLC/CAP                11.25% 7/15/2005            0.71
IRIDIUM LLC/CAP                   13% 7/15/2005            0.81
IRIDIUM LLC/CAP                   14% 7/15/2005            0.63
JAZZ TECHNOLOGIE                   8% 12/31/2011          53.00
JONES APPAREL                   6.13% 11/15/2034          65.44
KEYSTONE AUTO OP                9.75% 11/1/2013           40.50
KELLSTROM INDS                   5.5% 6/15/2003            0.01
KEMET CORP                      2.25% 11/15/2026          46.50
KEY BANK NA                     6.95% 2/1/2028            57.43
KEYCORP CAP VII                  5.7% 6/15/2035           59.00
KIMBALL HILL INC                10.5% 12/15/2012           3.00
KAISER ALUMINUM                 9.88% 2/15/2002            0.01
KAISER ALUMINUM                12.75% 2/1/2003             6.75
KRATON POLYMERS                 8.13% 1/15/2014           53.17
KELLWOOD CO                     7.63% 10/15/2017          62.50
LAZYDAYS RV                    11.75% 5/15/2012           50.50
LEHMAN BROS HLDG                6.16% 10/25/2017          66.58
LEHMAN BROS HLDG                5.55% 2/11/2018           70.00
LEHMAN BROS HLDG                5.35% 2/25/2018           68.76
LEHMAN BROS HLDG                 5.1% 2/15/2020           65.38
LEHMAN BROS HLDG                 5.5% 2/27/2020           63.50
LEHMAN BROS HLDG                 5.4% 3/6/2020            63.88
LEHMAN BROS HLDG                5.25% 3/8/2020            67.66
LEHMAN BROS HLDG                 5.4% 3/20/2020           61.90
LEHMAN BROS HLDG                 6.5% 3/6/2023            67.87
LEHMAN BROS HLDG                 5.5% 3/14/2023           64.97
LEHMAN BROS HLDG                5.75% 3/27/2023           62.15
LEHMAN BROS HLDG                 5.5% 4/8/2023            66.23
LEHMAN BROS HLDG                 5.5% 4/15/2023           60.13
LEHMAN BROS HLDG                 5.5% 4/23/2023           63.00
LEHMAN BROS HLDG                5.38% 5/6/2023            63.32
LEHMAN BROS HLDG                5.25% 5/20/2023           57.47
LEHMAN BROS HLDG                   5% 5/28/2023           58.00
LEHMAN BROS HLDG                   5% 6/10/2023           67.18
LEHMAN BROS HLDG                   5% 6/17/2023           62.58
LEHMAN BROS HLDG                 4.8% 6/24/2023           53.25
LEHMAN BROS HLDG                 6.1% 8/12/2023           62.00
LEHMAN BROS HLDG                 5.5% 10/7/2023           61.23
LEHMAN BROS HLDG                5.75% 10/15/2023          65.07
LEHMAN BROS HLDG                5.75% 10/21/2023          67.41
LEHMAN BROS HLDG                5.75% 11/12/2023          60.25
LEHMAN BROS HLDG                5.75% 11/25/2023          61.88
LEHMAN BROS HLDG                5.45% 3/15/2025           58.90
LEHMAN BROS HLDG                   6% 10/23/2028          65.89
LEHMAN BROS HLDG                   6% 11/18/2028          64.00
LEHMAN BROS HLDG                5.75% 12/16/2028          68.85
LEHMAN BROS HLDG                5.75% 12/23/2028          57.00
LEHMAN BROS HLDG                 5.5% 1/27/2029           65.24
LEHMAN BROS HLDG                 5.5% 2/3/2029            56.80
LEHMAN BROS HLDG                 5.7% 2/10/2029           59.32
LEHMAN BROS HLDG                 5.6% 2/17/2029           60.26
LEHMAN BROS HLDG                 5.6% 2/24/2029           60.36
LEHMAN BROS HLDG                 5.6% 3/2/2029            54.00
LEHMAN BROS HLDG                5.55% 3/9/2029            58.66
LEHMAN BROS HLDG                 5.4% 3/30/2029           59.90
LEHMAN BROS HLDG                5.45% 4/6/2029            53.46
LEHMAN BROS HLDG                 5.7% 4/13/2029           58.75
LEHMAN BROS HLDG                 5.9% 5/4/2029            61.56
LEHMAN BROS HLDG                   6% 5/11/2029           62.10
LEHMAN BROS HLDG                6.05% 6/29/2029           63.00
LEHMAN BROS HLDG                   6% 7/20/2029           66.61
LEHMAN BROS HLDG                5.75% 8/24/2029           55.00
LEHMAN BROS HLDG                 5.7% 9/7/2029            57.44
LEHMAN BROS HLDG                5.75% 9/14/2029           65.40
LEHMAN BROS HLDG                5.75% 10/12/2029          59.94
LEHMAN BROS HLDG                5.65% 11/23/2029          61.49
LEHMAN BROS HLDG                5.55% 1/25/2030           56.53
LEHMAN BROS HLDG                5.45% 2/22/2030           55.00
LEHMAN BROS HLDG                 5.6% 2/25/2030           56.20
LEHMAN BROS HLDG                5.63% 3/15/2030           62.14
LEHMAN BROS HLDG                5.75% 3/29/2030           59.50
LEHMAN BROS HLDG                 5.6% 5/3/2030            63.40
LEHMAN BROS HLDG                5.35% 6/14/2030           57.94
LEHMAN BROS HLDG                 5.4% 6/21/2030           52.00
LEHMAN BROS HLDG                5.45% 7/19/2030           58.39
LEHMAN BROS HLDG                 5.5% 8/2/2030            60.00
LEHMAN BROS HLDG                5.65% 8/16/2030           62.45
LEHMAN BROS HLDG                5.45% 9/20/2030           61.97
LEHMAN BROS HLDG                5.55% 9/27/2030           61.05
LEHMAN BROS HLDG                 5.8% 10/25/2030          63.26
LEHMAN BROS HLDG                5.85% 11/8/2030           62.00
LEHMAN BROS HLDG                5.95% 12/20/2030          62.45
LEHMAN BROS HLDG                 5.9% 2/7/2031            57.60
LEHMAN BROS HLDG                6.25% 5/9/2031            64.82
LEHMAN BROS HLDG                6.75% 3/11/2033           67.86
LEHMAN BROS HLDG                   6% 4/30/2034           59.88
LEHMAN BROS HLDG                5.55% 12/31/2034          56.42
LEHMAN BROS HLDG                5.65% 12/31/2034          56.00
LEHMAN BROS HLDG                   7% 4/22/2038           68.20
LEHMAN BROS HLDG                7.25% 4/29/2038           69.51
LIBERTY MEDIA                      4% 11/15/2029          53.50
LIBERTY MEDIA                   3.75% 2/15/2030           50.25
LIBERTY MEDIA                    3.5% 1/15/2031           42.50
LIBERTY MEDIA                   3.25% 3/15/2031           57.50
CHENIERE ENERGY                 2.25% 8/1/2012            31.00
LIFECARE HOLDING                9.25% 8/15/2013           56.25
EQUISTAR CHEMICA                7.55% 2/15/2026           66.06
MILLENNIUM AMER                 7.63% 11/15/2026          57.00
MAJESTIC STAR                    9.5% 10/15/2010          59.63
MAJESTIC STAR                   9.75% 1/15/2011           14.05
MBIA INC                         6.4% 8/15/2022           63.52
MBIA INC                           7% 12/15/2025          57.56
MBIA INC                        6.63% 10/1/2028           57.01
MBIA INC                         5.7% 12/1/2034           53.25
METRICOM INC                      13% 2/15/2010            0.05
MAGNA ENTERTAINM                7.25% 12/15/2009          54.00
MAGNA ENTERTAINM                8.55% 6/15/2010           54.00
MERRILL LYNCH                     10% 3/6/2009            10.00
MERRILL LYNCH                     11% 4/28/2009           24.13
MERRILL LYNCH                    8.1% 6/4/2009             9.44
MERRILL LYNCH                   12.1% 6/25/2009            9.62
MERRILL LYNCH                  11.86% 7/14/2009            7.57
MERRILL LYNCH                  12.23% 8/17/2009            9.10
MERRILL LYNCH                     12% 3/26/2010           24.82
MERIX CORP                         4% 5/15/2013           50.50
METALDYNE CORP                    11% 6/15/2012           13.00
METALDYNE CORP                    10% 11/1/2013           27.00
MASONITE CORP                     11% 4/6/2015            37.50
MICHAELS STORES                11.38% 11/1/2016           64.50
KNIGHT RIDDER                   4.63% 11/1/2014           58.25
KNIGHT RIDDER                   5.75% 9/1/2017            56.00
KNIGHT RIDDER                   7.15% 11/1/2027           46.13
KNIGHT RIDDER                   6.88% 3/15/2029           50.00
MANNKIND CORP                   3.75% 12/15/2013          58.75
MORRIS PUBLISH                     7% 8/1/2013            53.00
TRANS MFG OPER                 11.25% 5/1/2009             5.25
MRS FIELDS                         9% 3/15/2011           56.50
MRS FIELDS                      11.5% 3/15/2011           56.50
MORGAN STANLEY                    10% 4/20/2009           18.90
MORGAN STANLEY                    10% 5/20/2009           20.68
MORGAN STANLEY                     8% 7/20/2009           10.65
MORGAN STANLEY                    12% 7/20/2009           10.35
MICRON TECH                     1.88% 6/1/2014            61.61
NORTH ATL TRADNG                9.25% 3/1/2012            39.94
NATL CITY BANK                  4.63% 5/1/2013            69.38
NATL CITY CORP                   4.9% 1/15/2015           68.00
NATL CITY CORP                  6.88% 5/15/2019           61.85
NEFF CORP                         10% 6/1/2015            40.50
NETWORK COMMUNIC               10.75% 12/1/2013           68.00
NEWARK GROUP INC                9.75% 3/15/2014           46.00
NATL FINANCIAL                  0.75% 2/1/2012            64.00
NEKTAR THERAPEUT                3.25% 9/28/2012           64.35
NORTHERN TEL CAP                7.88% 6/15/2026           67.00
NTK HOLDINGS INC                   0% 3/1/2014            44.00
NORTEK INC                       8.5% 9/1/2014            63.50
NUVEEN INVEST                    5.5% 9/15/2015           66.70
NETWORK EQUIPMNT                3.75% 12/15/2014          59.00
OAKWOOD HOMES                   7.88% 3/1/2004             0.00
AMER & FORGN PWR                   5% 3/1/2030            50.00
OSCIENT PHARM                    3.5% 4/15/2011           25.75
OSCIENT PHARM                    3.5% 4/15/2011           24.50
OSI RESTAURANT                    10% 6/15/2015           56.43
OSI RESTAURANT                    10% 6/15/2015           55.50
OVERSTOCK.COM                   3.75% 12/1/2011           69.50
RESTAURANT CO                     10% 10/1/2013           53.10
PALM HARBOR                     3.25% 5/15/2024           58.00
PIERRE FOODS INC                9.88% 7/15/2012            7.88
PACKAGING DYNAMI                  10% 5/1/2016            66.47
PLY GEM INDS                       9% 2/15/2012           55.56
PINNACLE AIRLINE                3.25% 2/15/2025           73.32
PARK N VIEW INC                   13% 5/15/2008            0.05
PORTOLA PACKAGIN                8.25% 2/1/2012            15.00
PROPEX FABRICS                    10% 12/1/2012            0.50
PRIMUS TELECOM                     5% 6/30/2009           64.50
PRIMUS TELECOM                  3.75% 9/15/2010           44.00
PRIMUS TELECOM                     8% 1/15/2014           33.50
PSINET INC                        10% 2/15/2005            0.01
PSINET INC                      10.5% 12/1/2006            0.01
PSINET INC                      11.5% 11/1/2008            0.01
PSINET INC                        11% 8/1/2009             0.01
POPE & TALBOT                   8.38% 6/1/2013             0.25
POPE & TALBOT                   8.38% 6/1/2013             0.38
NUTRITIONAL SRC                10.13% 8/1/2009            15.50
PIXELWORKS INC                  1.75% 5/15/2024           69.94
QUALITY DISTRIBU                   9% 11/15/2010          57.06
RITE AID CORP                   6.88% 8/15/2013           60.00
RITE AID CORP                   8.63% 3/1/2015            64.00
RITE AID CORP                   9.38% 12/15/2015          65.13
RITE AID CORP                    9.5% 6/15/2017           65.06
RITE AID CORP                    7.7% 2/15/2027           50.16
RITE AID CORP                   6.88% 12/15/2028          47.52
RADNOR HOLDINGS                   11% 3/15/2010            0.00
RAFAELLA APPAREL               11.25% 6/15/2011           44.50
RAIT FINANCIAL                  6.88% 4/15/2027           49.20
READER'S DIGEST                    9% 2/15/2017           60.75
RADIAN GROUP                    7.75% 6/1/2011            65.00
RADIAN GROUP                    5.63% 2/15/2013           44.50
RADIAN GROUP                    5.38% 6/15/2015           45.98
RESIDENTIAL CAP                  8.5% 5/15/2010           69.28
RESIDENTIAL CAP                 8.38% 6/30/2010           27.00
RESIDENTIAL CAP                    8% 2/22/2011           24.16
RESIDENTIAL CAP                  8.5% 6/1/2012            27.00
RESIDENTIAL CAP                  8.5% 4/17/2013           24.75
RESIDENTIAL CAP                 9.63% 5/15/2015           34.35
RESIDENTIAL CAP                 8.88% 6/30/2015           28.00
REGIONS FIN TR                  6.63% 5/15/2047           53.00
RF MICRO DEVICES                   1% 4/15/2014           71.73
RF MICRO DEVICES                   1% 4/15/2014           68.83
RH DONNELLEY                    6.88% 1/15/2013           57.50
RH DONNELLEY                    6.88% 1/15/2013           56.50
RH DONNELLEY                    6.88% 1/15/2013           55.44
DEX MEDIA INC                      8% 11/15/2013          58.00
RH DONNELLEY                    8.88% 1/15/2016           50.50
RH DONNELLEY                    8.88% 10/15/2017          51.40
ROTECH HEALTHCA                  9.5% 4/1/2012            58.00
RENTECH INC                        4% 4/15/2013           68.18
S3 INC                          5.75% 10/1/2003            0.25
ISTAR FINANCIAL                 5.88% 3/15/2016           68.25
SEARS ROEBUCK AC                 7.5% 10/15/2027          68.50
SEARS ROEBUCK AC                 6.5% 12/1/2028           57.04
SEARS ROEBUCK AC                   7% 6/1/2032            58.00
SPHERIS INC                       11% 12/15/2012          54.50
SIRIUS SATELLITE                3.25% 10/15/2011          62.00
SIX FLAGS INC                   9.75% 4/15/2013           62.00
SIX FLAGS INC                   9.63% 6/1/2014            62.00
SIX FLAGS INC                    4.5% 5/15/2015           43.00
SLM CORP                         4.3% 12/15/2013          60.00
SLM CORP                        5.15% 9/15/2015           66.10
SLM CORP                         4.1% 12/15/2015          67.80
SLM CORP                        5.15% 3/15/2017           61.30
SLM CORP                        5.25% 3/15/2018           62.86
SLM CORP                        5.45% 3/15/2018           63.73
SLM CORP                        5.55% 3/15/2018           63.28
SLM CORP                         5.6% 3/15/2018           66.16
SLM CORP                         5.6% 6/15/2018           65.42
SLM CORP                        5.25% 3/15/2019           65.00
SLM CORP                        5.19% 4/24/2019           65.75
SLM CORP                           5% 6/15/2019           62.65
SLM CORP                           5% 6/15/2019           68.00
SLM CORP                         5.5% 6/15/2019           69.21
SLM CORP                           6% 6/15/2019           65.00
SLM CORP                         5.5% 9/15/2019           64.12
SLM CORP                           6% 9/15/2019           63.00
SLM CORP                           6% 6/15/2021           69.90
SLM CORP                           6% 6/15/2021           64.19
SLM CORP                           6% 6/15/2021           62.65
SLM CORP                         6.1% 6/15/2021           65.20
SLM CORP                        6.15% 6/15/2021           64.21
SLM CORP                         5.6% 3/15/2022           64.85
SLM CORP                        5.65% 6/15/2022           68.54
SLM CORP                        5.65% 6/15/2022           64.17
SLM CORP                         5.4% 3/15/2023           61.16
SLM CORP                         5.6% 3/15/2024           59.89
SLM CORP                        5.63% 1/25/2025           64.18
SLM CORP                        5.35% 6/15/2025           53.75
SLM CORP                           6% 6/15/2026           58.71
SLM CORP                           6% 6/15/2026           62.83
SLM CORP                         6.2% 9/15/2026           63.75
SLM CORP                           6% 12/15/2026          62.05
SLM CORP                           6% 12/15/2026          61.96
SLM CORP                           6% 12/15/2026          61.26
SLM CORP                        6.05% 12/15/2026          62.84
SLM CORP                           6% 3/15/2027           62.11
SLM CORP                        5.25% 3/15/2028           53.00
SLM CORP                        5.55% 3/15/2028           55.00
SLM CORP                        5.35% 6/15/2028           55.00
SLM CORP                        5.45% 6/15/2028           57.10
SLM CORP                        5.25% 12/15/2028          57.64
SLM CORP                         5.3% 12/15/2028          55.32
SLM CORP                         5.6% 12/15/2028          56.54
SLM CORP                         5.8% 12/15/2028          65.38
SLM CORP                           6% 12/15/2028          59.43
SLM CORP                         6.1% 12/15/2028          65.60
SLM CORP                         5.6% 3/15/2029           67.45
SLM CORP                        5.65% 3/15/2029           55.51
SLM CORP                        5.65% 3/15/2029           58.32
SLM CORP                        5.65% 3/15/2029           60.61
SLM CORP                         5.7% 3/15/2029           55.93
SLM CORP                         5.7% 3/15/2029           60.00
SLM CORP                         5.7% 3/15/2029           58.73
SLM CORP                         5.7% 3/15/2029           60.04
SLM CORP                         5.7% 3/15/2029           57.41
SLM CORP                         5.7% 3/15/2029           58.19
SLM CORP                        5.75% 3/15/2029           59.82
SLM CORP                        5.75% 3/15/2029           66.45
SLM CORP                        5.75% 3/15/2029           57.30
SLM CORP                        5.75% 3/15/2029           52.50
SLM CORP                        5.75% 3/15/2029           60.06
SLM CORP                           6% 3/15/2029           60.67
SLM CORP                         5.5% 6/15/2029           56.00
SLM CORP                         5.5% 6/15/2029           60.00
SLM CORP                        5.75% 6/15/2029           58.09
SLM CORP                        5.75% 6/15/2029           54.54
SLM CORP                           6% 6/15/2029           58.12
SLM CORP                           6% 6/15/2029           61.71
SLM CORP                           6% 6/15/2029           59.45
SLM CORP                        6.25% 6/15/2029           62.05
SLM CORP                        6.25% 6/15/2029           61.27
SLM CORP                        6.25% 6/15/2029           62.22
SLM CORP                        5.75% 9/15/2029           59.53
SLM CORP                        5.85% 9/15/2029           56.50
SLM CORP                           6% 9/15/2029           58.94
SLM CORP                           6% 9/15/2029           61.72
SLM CORP                           6% 9/15/2029           59.85
SLM CORP                           6% 9/15/2029           55.50
SLM CORP                        6.15% 9/15/2029           60.00
SLM CORP                        6.15% 9/15/2029           62.02
SLM CORP                        6.25% 9/15/2029           60.75
SLM CORP                        6.25% 9/15/2029           61.18
SLM CORP                        6.25% 9/15/2029           62.66
SLM CORP                         5.6% 12/15/2029          59.82
SLM CORP                         5.6% 12/15/2029          59.00
SLM CORP                        5.65% 12/15/2029          57.63
SLM CORP                        5.65% 12/15/2029          56.85
SLM CORP                        5.65% 12/15/2029          58.34
SLM CORP                         5.7% 12/15/2029          57.72
SLM CORP                        5.75% 12/15/2029          59.71
SLM CORP                        5.75% 12/15/2029          59.06
SLM CORP                        5.75% 12/15/2029          65.81
SLM CORP                        5.75% 12/15/2029          59.44
SLM CORP                         5.8% 12/15/2029          59.41
SLM CORP                         5.4% 3/15/2030           57.33
SLM CORP                         5.5% 3/15/2030           58.56
SLM CORP                         5.5% 3/15/2030           56.79
SLM CORP                        5.65% 3/15/2030           58.59
SLM CORP                        5.75% 3/15/2030           59.39
SLM CORP                         5.4% 6/15/2030           57.97
SLM CORP                         5.4% 6/15/2030           56.63
SLM CORP                         5.5% 6/15/2030           60.93
SLM CORP                        5.75% 6/15/2030           58.97
SLM CORP                         5.3% 9/15/2030           57.00
SLM CORP                        5.65% 9/15/2030           58.80
SLM CORP                         5.5% 12/15/2030          62.30
SLM CORP                           6% 12/15/2030          53.70
SLM CORP                           6% 6/15/2031           62.77
SLM CORP                        6.25% 9/15/2031           61.21
SLM CORP                         6.3% 9/15/2031           61.90
SLM CORP                        6.35% 9/15/2031           61.11
SLM CORP                        6.35% 9/15/2031           59.79
SLM CORP                         6.4% 9/15/2031           62.23
SLM CORP                        6.45% 9/15/2031           64.89
SLM CORP                         6.5% 9/15/2031           68.48
SLM CORP                        5.85% 12/15/2031          63.93
SLM CORP                           6% 12/15/2031          63.55
SLM CORP                           6% 12/15/2031          59.25
SLM CORP                           6% 12/15/2031          57.86
SLM CORP                           6% 12/15/2031          58.78
SLM CORP                        6.05% 12/15/2031          59.53
SLM CORP                         6.1% 12/15/2031          59.68
SLM CORP                        6.15% 12/15/2031          60.82
SLM CORP                         6.2% 12/15/2031          59.01
SLM CORP                        5.65% 3/15/2032           61.04
SLM CORP                         5.7% 3/15/2032           61.48
SLM CORP                         5.8% 3/15/2032           59.81
SLM CORP                         5.8% 3/15/2032           58.80
SLM CORP                         5.8% 3/15/2032           60.82
SLM CORP                        5.85% 3/15/2032           62.80
SLM CORP                        5.85% 3/15/2032           57.66
SLM CORP                        5.85% 3/15/2032           54.00
SLM CORP                        5.75% 6/15/2032           57.26
SLM CORP                        5.75% 6/15/2032           58.91
SLM CORP                        5.85% 6/15/2032           62.68
SLM CORP                        5.85% 6/15/2032           58.38
SLM CORP                        6.85% 7/7/2036            69.15
SLM CORP                           6% 3/15/2037           58.47
SLM CORP                           6% 3/15/2037           60.82
SLM CORP                           6% 3/15/2037           57.17
SYNOVUS FINL                    4.88% 2/15/2013           90.24
SYNOVUS FINL                    5.13% 6/15/2017           83.63
SPECTRUM BRANDS                 7.38% 2/1/2015            53.25
SPANSION LLC                   11.25% 1/15/2016           62.12
SPANSION LLC                    2.25% 6/15/2016           39.47
SUNTRUST PFD CAP                5.85% #N/A N Ap           62.10
STATION CASINOS                    6% 4/1/2012            71.00
STATION CASINOS                  6.5% 2/1/2014            46.00
STATION CASINOS                 6.88% 3/1/2016            49.00
STATION CASINOS                 7.75% 8/15/2016           67.25
STATION CASINOS                 6.63% 3/15/2018           42.25
SERVICEMASTER CO                 7.1% 3/1/2018            43.00
SERVICEMASTER CO                7.45% 8/15/2027           57.50
SERVICEMASTER CO                7.25% 3/1/2038            52.00
ALBERTSON'S INC                 6.52% 4/10/2028           69.82
SWIFT TRANS CO                  12.5% 5/15/2017           38.17
DIVA SYSTEMS                   12.63% 3/1/2008             0.00
TRANS-LUX CORP                  8.25% 3/1/2012            49.00
THORNBURG MTG                      8% 5/15/2013           67.00
TRANSMERIDIAN EX                  12% 12/15/2010          63.50
TOM'S FOODS INC                 10.5% 11/1/2004            0.39
TOUSA INC                          9% 7/1/2010            46.50
TOUSA INC                          9% 7/1/2010            45.00
TOUSA INC                        7.5% 3/15/2011            4.63
TOUSA INC                      10.38% 7/1/2012             5.00
TOUSA INC                        7.5% 1/15/2015            3.50
TOYS R US                       7.38% 10/15/2018          71.25
TRIBUNE CO                      4.88% 8/15/2010           61.50
TIMES MIRROR CO                 7.25% 3/1/2013            32.25
TRIBUNE CO                      5.25% 8/15/2015           32.50
TIMES MIRROR CO                  7.5% 7/1/2023            33.00
TIMES MIRROR CO                 6.61% 9/15/2027           29.00
TRIAD ACQUIS                   11.13% 5/1/2013            57.00
TRUMP ENTERTNMNT                 8.5% 6/1/2015            45.75
WIMAR OP LLC/FIN                9.63% 12/15/2014          31.38
TRUE TEMPER                     8.38% 9/15/2011           60.00
TRONOX WORLDWIDE                 9.5% 12/1/2012           48.63
SABRE HOLDINGS                  8.35% 3/15/2016           68.50
RJ TOWER CORP                     12% 6/1/2013             0.00
UAL CORP                           5% 2/1/2021            57.50
UAL CORP                         4.5% 6/30/2021           60.89
PIEDMONT AVIAT                 10.25% 1/15/2049            0.00
US AIR INC                      10.3% 7/15/2049           99.98
MISSOURI PAC RR                    5% 1/1/2045            66.50
USAUTOS TRUST                    5.1% 3/3/2011            49.00
USB REALTY CORP                 6.09% #N/A N Ap           64.46
US SHIPPING PART                  13% 8/15/2014           60.00
VISTEON CORP                       7% 3/10/2014           49.00
VERTIS INC                     10.88% 6/15/2009            8.00
VICORP RESTAURNT                10.5% 4/15/2011           17.88
VERENIUM CORP                    5.5% 4/1/2027            38.00
VERASUN ENERGY                  9.38% 06/01/2017          57.88
VESTA INSUR GRP                 8.75% 07/15/2025           1.00
WACHOVIA CAP III                 5.8% 03/15/1942          57.04
WEBSTER CAPITAL                 7.65% 06/15/1937          62.00
WCI COMMUNITIES                 9.13% 05/01/2012          39.32
WCI COMMUNITIES                 7.88% 10/01/2013          37.68
WCI COMMUNITIES                 6.63% 03/15/2015          40.18
WCI COMMUNITIES                    4% 08/05/2023          38.50
WINSTAR COMM INC               12.75% 04/15/2010           0.01
WERNER HOLDINGS                   10% 11/15/2007           0.00
WILLIAM LYON                    7.63% 12/15/2012          44.34
WILLIAM LYON                   10.75% 04/01/2013          45.00
WILLIAM LYON                     7.5% 02/15/2014          44.17
WASH MUTUAL INC                  4.2% 01/15/2010          67.05
WASH MUTUAL INC                 8.25% 04/01/2010          64.13
WASH MUTUAL INC                    5% 03/22/2012          56.75
WASH MUT BANK NV                5.95% 05/20/2013          66.55
WASH MUTUAL INC                 4.63% 04/01/2014          50.33
WASH MUT BANK NV                5.65% 08/15/2014          59.79
WASH MUT BANK NV                5.13% 01/15/2015          53.50
WASH MUTUAL INC                 5.25% 09/15/2017          54.65
WASH MUTUAL INC                 7.25% 11/01/2017          46.50
WASH MUTUAL PFD                 6.67% 12/31/1949          29.78
WEIRTON STEEL                  10.75% 06/01/2005           0.00
PEGASUS SATELLIT               12.38% 08/01/2008           0.25
EXPRESSJET HLDS                 4.25% 08/01/2023          52.00
YOUNG BROADCSTNG                  10% 03/01/2011          36.06
YOUNG BROADCSTNG                8.75% 01/15/2014          33.25
YANKEE ACQUISITI                9.75% 02/15/2017          62.58

                             *********

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 ***