TCR_Public/080912.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, September 12, 2008, Vol. 12, No. 218           

                             Headlines

171 MANCHESTER: Case Summary & 14 Largest Unsecured Creditors
ASARCO LLC: Court Sets Sept. 23 Hearing on Disclosure Statements
CAMPUS DOOR: Lehman-Owned Student Loan Provider to Close in Penn.
CSFB HOME: Moody's Publishes Underlying Ratings on Various Notes
CWALT INC: Moody' Publishes Underlying Ratings on Various Notes

DANIEL PARA: Case Summary & 12 Largest Unsecured Creditors
DVA ARENA: Court Orders Payment of $60,000 Interest on SMR Debt
EAGLE VENTURES: Case Summary & 20 Largest Unsecured Creditors
ESTERO OAKS: Involuntary Chapter 11 Case Summary
FORD MOTOR: To Cut 500 Jobs at Ontario Crossover Plant

GLOBAL MOTORSPORT: Has Until September 29 to File Chapter 11 Plan
GREENPOINT MORTGAGE: Moody' Gives Ba3 Underlying Rating on Note
HAMILTON BEACH: Moody's Affirms B2 Probability of Default Rating
HARBORVIEW MORTGAGE: Moody's Junks Ratings on Note Classes
HARBORVIEW MORTGAGE: Moody's Cuts Ratings on 240 Tranches of Deals

HERFF JONES: S&P Assigns 'BB+' Corporate Credit Rating
HINES HORTICULTURE: Gets Final OK to Access $62MM BofA DIP Loan
HISCOX SYNDICATES: Moody' Withdraws Debt Ratings on Loan Repayment
INT'L RECTIFIER: Vishay Increases Offer to $23 Per Share
JOEL KRON: Case Summary & 5 Largest Unsecured Creditors
JOHNSTON SHIELD: Wants Tucson Car Lot Closed

LANDSOURCE COMMUNITIES: May Employ D&T as Auditor and Accountant
LANDSOURCE COMMUNITIES: May Get Paul Hastings as Special Counsel
LBREP/L-SUNCAL: Involuntary Chapter 11 Case Summary
LEHMAN XS: Moody's Cuts Ratings on 214 Tranches of Alt-A Deals
LEHMAN XS TRUST: S&P Cuts Ratings on Series 2006-2N Classes

LITTLE BOAT: Case Summary & 20 Largest Unsecured Creditors
LUMINENT MORTGAGE: Moody's Assigns Ba2 Underlying Rating on Note
MARK MAJETTI: Case Summary & 17 Largest Unsecured Creditors
MATTRESS DISCOUNTERS: Files for Chapter 11 Bankruptcy Protection
MATTRESS DISCOUNTERS: Case Summary & 30 Largest Unsec. Creditors

MEDIACOM BROADBAND: Moody's Affirms B1 Corporate Family Rating
MOHAWK MARKETING: Wants Bid Procedures for Sale of Asset Approved
MOVIE GALLERY: Seeking to Convert Up to $205MM Debt into Equity
MYLAN INC: Moody's Lifts Ratings on Senior Secured Bank to B1
MYLAN INC: S&P Rates $400 Mil. Senior Unsecured Notes 'B+'

NATURADE INC: Board Picks Two Members Referred by Creditors' Panel
NCI BUILDING: Moody's Assigns Ba1 Rating on $380MM Debt Facilities
NEW YORK RACING: Wants Settlement with New York State Approved
NOMURA ASSET: Moody's Publishes Insured Notes Underlying Ratings
NOMURA ASSET: Moody's Assigns Ca Underlying Rating on Cl. A Notes

ORION 2006-1: Fitch Cuts Ratings on Four Classes of Notes to CC
PANOLAM INDUSTRIES: S&P Puts 'B' Corporate Credit on Watch Neg.
PAUL SCHAEFER: Case Summary & 20 Largest Unsecured Creditors
POKAGON GAMING: Moody's Lowers Senior Note Rating to B2 From B3
PRB ENERGY: Court Approves Amended Plan Support Deal with WCOF

QUALITY HOME: Moody's Affirms B3 CFR After Facility Amendment
REAL MEX: Moody's Slashes Corporate Family Rating to Caa3
REGENCY ENERGY: S&P Rates Corporate Credit 'BB-'; Outlook Negative
RELIANT ENERGY: Files Chapter 11 Plan and Disclosure Statement
RENAISSANCE REINSURANCE: Moody's Withdraws Debt Ratings

RIVER ROCK: S&P Puts 'B+' Rating On CreditWatch Negative
ROOTS RENTS: Case Summary & 20 Largest Unsecured Creditors
ROUGE INDUSTRIES: Wants Until October 31 to File Chapter 11 Plan
SABINE PASS: Moody's Assigns B2 Rating on Proposed Senior Debt
SACO I: Moody's Publishes Junk Underlying Ratings on Two Notes

SEMGROUP LP: Committee Calls DIP Financing "Loan to Control"
SEMGROUP LP: Provides Progress Report on Restructuring Efforts
STEVE & BARRY'S: Schedules Deadline Extended to Sept. 17
STRUCTURED ASSET: Moody's Cuts Ratings on 218 ARM Deal Tranches
SYNTHETIC ASSET: Moody's Lowers Ratings on $35MM Notes to B1

TERWIN MORTGAGE: Moody's Publishes Underlying Ratings on Notes
TOUSA INC: Court OKs Moelis & Co. as Panel's Financial Advisor
VPG INVESTMENT: Credit Suisse Unit Wants Ch. 11 Case Dismissed
WASHINGTON MUTUAL: Expects $4.5BB Loan Loss Provision for 3Q
WASHINGTON MUTUAL: Moody's Cuts Sr. Unsec. Rating to Ba2

W.R. BERKLEY: Moody's Affirms Ba1 Provisional Pref. Stock Rating
WHOLE FOODS: FTC Hearings on Merger Won't Affect Moody's Ba2 CFR

* Fitch: Fannie & Freddie Events' Impact on CDOs May be Muted
* Defaults & Deferrals Point to Concerns for Bank TruPS CDOs
* CDS Implied Rtngs. Can Predict Future Fitch Rating Actions
* S&P Cuts Ratings on 99 Tranches from U.S. Cash Flow, CDO Deals
* Default Scene Bares Private Equity Fingerprints, S&P Says

* Speculative-Grade Credit Spread Maintains Five-Year High
* Consumer Finance Risk Affects U.S. Finance Cos. in 2Q, S&P Says
* B' and 'CCC' Spreads Remain Within Two-week Ranges, S&P Says

* Appeals Court Orders Winstead to Disgorge Attorney Fees

* Carolyn Doppelt Gray Joins Proskauer Rose as Special Counsel
* Kevin J. Lesinski Transfers to Seyfarth Shaw-San Francisco
* Cadwalader Wickersham-New York Welcomes Two Special Counsel

* BOOK REVIEW: Getting It to the Bottom Line

                             *********


171 MANCHESTER: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 171 Manchester Street, LLC
        P.O. Box 559
        Brookline, NH 03033

Bankruptcy Case No.: 08-12614

Chapter 11 Petition Date: September 10, 2008

Court: District of New Hampshire (Manchester)

Debtors' Counsel: William S. Gannon, Esq.
                  bgannon@gannonlawfirm.com
                  William S. Gannon PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830
                  
Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of 171 Manchester's petition is available for free at:

      http://bankrupt.com/misc/nhb08-12614.pdf


ASARCO LLC: Court Sets Sept. 23 Hearing on Disclosure Statements
----------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas has set a hearing on Sept. 23,
2008, to consider the adequacy of the information contained in the
disclosure statements related to ASARCO LLC and its debtor-
affiliates' Plan of Reorganization, filed July 31, 2008; and
Asarco Incorporated and Americas Mining Corporation's Plan of
Reorganization for ASARCO LLC, Southern Peru Holdings, LLC, and AR
Sacaton, filed Aug. 26, 2008.

The hearing to consider confirmation of any of the Plans filed
will commence on Nov. 17, 2008.  Confirmation objections are due
Oct. 27.

The Debtors ask the Court to find that the Disclosure Statement
explaining their Joint Plan of Reorganization, filed July 31,
2008, contains "adequate information" before they solicit
acceptances or rejections of their Plan.

"Adequate information," in Section 1125 of the Bankruptcy Court,
is defined as "information of a kind, and in sufficient detail,
as far as is reasonably practicable in light of the nature and
history of the debtor and the condition of the debtor's books and
records, including a discussion of the material Federal tax
consequences of the plan to the debtor, any successor to the
debtor, and a hypothetical investor typical of the holders of
claims or interests in the case, that would enable such a
hypothetical investor of the relevant class to make an
informed judgment about the plan . . ."

The Disclosure Statement, Jack L. Kinzie, Esq., at Baker Botts,
L.L.P., in Dallas, Texas, says, is the product of extensive
review and negotiations by and between the Debtors and the
Creditor Constituents.  The Debtors and other parties to the
negotiations sought the assistance and input of their financial
and legal advisors.  The Debtors, in accordance with the Plan
Sponsor Purchase Sale Agreement, consulted with and considered in
good faith the views of the Plan Sponsor in regards to the
Disclosure Statement.

The Debtors believe that the Disclosure Statement contains ample
and adequate information to allow parties-in-interest to make
informed judgments about, and, to the extent appropriate, vote on
the Debtors' Plan.  Mr. Kinzie says the Disclosure Statement sets
forth:

   * the history of the Debtors, their businesses, and their
     Chapter 11 Cases;

   * information concerning the Debtors' Plan and alternatives to
     their Plan;

   * information for the holders of Claims and Interests
     regarding their rights under the Debtors' Plan;

   * information to assist the holders of Claims and Interests in
     impaired Classes in making an informed judgment regarding
     whether they should vote to accept or reject the Debtors'
     Plan; and

   * information to assist the Court in determining whether the
     Debtors' Plan complies with the provisions of Chapter 11 and
     should be confirmed.

Mr. Kinzie adds that the Disclosure Statement enumerates a
variety of risk factors relating to the implementation of the
Debtors' Plan that parties-in-interest entitled to vote should
consider, including the federal income tax consequences of the
Debtors' Plan.  Further, the Disclosure Statement explains that
Confirmation of the Debtors' Plan is not likely to be followed by
the liquidation or need for further reorganization of the Debtors
upon their emergence from Chapter 11.

The Debtors, according to Mr. Kinzie, will continue to review the
Disclosure Statement, and, based on their ongoing review and
further developments in their reorganization cases, may make
additional changes and disclosures prior to the hearing on the
Disclosure Statement.  Any additional disclosures would only
increase the amount of information being provided to holders of
Claims and Interests, and consequently, will only enhance the
adequacy of information in the Disclosure Statement, he says.

Asarco Incorporated and AMC also ask the Court to find that their
Disclosure Statement explaining the Plan of Reorganization they
proposed for the Debtors contain "adequate information" as defined
in Section 1125 of the Bankruptcy Code.

Asarco Inc. and AMC also ask the Court to approve procedures
concerning the election by the holders of Asbestos Personal
Injury Claims and the Future Claims Representative concerning the
proposed Section 524(g) Treatment under their Plan.  The Plan
Sponsors are not seeking to use their Disclosure Statement for
solicitation of votes in the traditional sense, but, Luc A.
Despins, in Milbank, Tweed, Hadley & McCloy LLP, in New York,
says Asarco Inc. and AMC intend to seek from holders of Asbestos
PI Claims and the FCR an election to agree to accept the Section
524(g) Treatment described in their Disclosure Statement.

To facilitate that election, Asarco Inc. and AMC propose to
utilize the same solicitation procedures proposed by the Debtors
only to the extent applicable to the Asbestos PI Claims.

Judge Schmidt also sets these deadlines in aid of the Plan
confirmation discovery and hearing:

  Sept. 25, 2008 - Deadline for parties to serve a notice of
                   intention to participate in confirmation
                   discovery

  Sept. 26, 2008 - Deadline for Debtors to serve a list of
                   parties participating in the confirmation
                   process

                 - Deadline for any objector to serve requests
                   for production of documents and requests for
                   confirmation admission

  Oct. 3, 2008   - Deadline for all parties to serve responses,
                   admissions and objections to each timely
                   Confirmation Discovery Request

  Oct. 10, 2008  - Deadline for all parties to produce all
                   non-objectionable and non-privileged documents
                   in response to the Confirmation Discovery
                   Requests

  Oct. 14, 2008  - Deadline for all parties to serve a list of
                   all witnesses whose testimonies are to be
                   presented at the Confirmation Hearing

  Oct. 15, 2008  - Deadline for all parties to exchange
                   deposition witness lists

  Oct. 17, 2008  - Deadline for all parties to agree on the date,
                   time, and place at which deposition of each
                   person identified in the Deposition Witness
                   Lists will be held

  Oct. 20, 2008  - Commencement of deposition of fact witnesses

  Oct. 24, 2008  - Deadline for all parties to serve expert
                   reports

  Oct. 29, 2008  - Deadline for all parties to identify any
                   rebuttal experts

  Oct. 31, 2008  - Deadline for all parties to serve rebuttal
                   expert reports

  Nov. 3, 2008   - Depositions of expert witnesses

  Nov. 7, 2008   - Completion of all confirmation depositions

  Nov. 13, 2008  - Pre-Confirmation status conference
  
Judge Schmidt ruled that Mt. McKinley Insurance Company and
Everest Reinsurance Company, joined by Fireman's Fund Insurance
Company and possibly other related insurance companies, are
required to submit their confirmation discovery requests two
weeks after their receipt of the final TDP from the relevant
producing party.  FFIC filed a joinder to Mt. McKinley and
Everest's objection to the proposed plan confirmation protocol.

                          About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--      
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

The Company filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

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

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

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

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

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for $2,600,000,000.

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

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

(ASARCO Bankruptcy News Issue No. 82; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


CAMPUS DOOR: Lehman-Owned Student Loan Provider to Close in Penn.
-----------------------------------------------------------------
The Wall Street Journal's Anne Marie Chaker reports that Campus
Door Inc., owned by Lehman Brothers Holdings Inc., said that it is
closing its headquarters in Carlisle, Pennsylvania, and laying off
about 124 workers starting Oct. 26, 2008.

WSJ, citing Pennsylvania Department of Labor and Industry
spokesman Troy Thompson, relates that the DLI is now helping
the workers look for other jobs.  On a conference call with
investors on Tuesday, Campus Door's chief financial officer
Ian Lowitt said that Lehman Brothers laid off at least 1,500
positions since the start of the third quarter, the report says.

The company's private student loans are not backed by the
federal government, WSJ relates.  Due to higher interest rates
compared to federal loans, these loans are much riskier for
consumers, WSJ notes.

Headquartered in Carlisle, Pennsylvania, Campus Door
-- http://www.campusdoor.com/-- is a provider of private student
loans.


CSFB HOME: Moody's Publishes Underlying Ratings on Various Notes
----------------------------------------------------------------
Moody's Investors Service takes action on notes that are
guaranteed by the financial guarantor.  The underlying ratings
were previously derived from published ratings on other tranches
of the same transaction. The ratings on securities that are
guaranteed or "wrapped" by a financial guarantor is the higher of
a) the rating of the guarantor or b) the published underlying
rating.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The current ratings on the
below notes are consistent with Moody's practice of rating insured
securities at the higher of the guarantor's insurance financial
strength rating and any underlying rating that is public.

Complete rating actions are:

Issuer: CSFB Home Equity Mortgage Trust 2007-2

   -- Class Description: Cl. 1A-1

      -- Current Rating: A2

      -- Financial Guarantor: MBIA Insurance Corporation (A2,
         negative outlook)

      -- Underlying Rating: Caa2

   -- Class Description: Cl. 2A-1A

      -- Current Rating: A2

      -- Financial Guarantor: MBIA Insurance Corporation (A2,
         negative outlook)

      -- Underlying Rating: Caa2

   -- Class Description: Cl. 2A-2

      -- Current Rating: A2

      -- Financial Guarantor: MBIA Insurance Corporation (A2,
         negative outlook)

      -- Underlying Rating: Caa2

   -- Class Description: Cl. 2A-3

      -- Current Rating: A2

      -- Financial Guarantor: MBIA Insurance Corporation (A2,
         negative outlook)

      -- Underlying Rating: Caa2

   -- Class Description: Cl. 2A-4

      -- Current Rating: A2

      -- Financial Guarantor: MBIA Insurance Corporation (A2,
         negative outlook)

      -- Underlying Rating: Caa2

   -- Class Description: Cl. 2A-1F

      -- Current Rating: A2

      -- Financial Guarantor: MBIA Insurance Corporation (A2,
         negative outlook)

      -- Underlying Rating: Caa2


CWALT INC: Moody' Publishes Underlying Ratings on Various Notes
---------------------------------------------------------------
Moody's Investors Service has published the underlying ratings on
the following insured notes.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  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 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: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-J1

   -- Class Description: Cl. 3-A-2

      -- Current Rating: A2

      -- Financial Guarantor: MBIA Insurance Corporation (A2
         negative outlook)

      -- Underlying Rating: Ba3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA19

   -- Class Description: Cl. A-3A

      -- Current Rating: Aa3

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3
         negative outlook)

      -- Underlying Rating: Ba3


DANIEL PARA: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Daniel J. Para
        Maria Para
        710 West Mesquite Lane
        Litchfield Park, AZ 85340

Bankruptcy Case No.: 08-12042

Chapter 11 Petition Date: September 10, 2008

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtors' Counsel: Robert M. Cook, Esq.
                  robertmcook@yahoo.com
                  Law Offices Of Robert M. Cook PLLC
                  219 West Second Street
                  Yuma, AZ 85364
                  Tel: (928) 782-7771
                  Fax: (928) 782-7778

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

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

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

            http://bankrupt.com/misc/azb08-12042.pdf              


DVA ARENA: Court Orders Payment of $60,000 Interest on SMR Debt
---------------------------------------------------------------
Judge Caryl Delano of the U.S. Bankruptcy Court for the Middle
District of Florida gave DVA Arena LLC until Sept. 18 to make a
$60,000 interest payment on the $6.3 million it owes Schroeder-
Manatee Ranch (SMR), Richard Dymond of the Bradenton Herald
reports.

Judge Delano's decision came during a preliminary hearing at the
federal courthouse on SMR's motion to dismiss DVA Arena's Chapter
11 filing.  A dismissal would allow a foreclosure sale of the
arena to proceed.  Delano also ruled that DVA Arena must begin to
carry liability insurance on the unfinished arena, which sits on a
60-acre property in Lakewood Ranch.

"My client will pay interest for adequate assurance to be allowed
to get financing in place," Buddy Ford, Esq., counsel for DVA
Arena, told Judge Delano.

If DVA Arena comes through with the $60,000 interest payment,
Judge Delano has set an Oct. 6 final evidentiary hearing "when she
will decide if DVA Arena has shown the ability to reorganize."

Michael Horan, Esq., counsel for SMR, told Judge Delano that DVA's  
prospects of finding about $16 million to pay off SMR and
Walbridge-Aldinger -- the construction firm that halted work for
nonpayment on the arena in 2005 -- and also find about $40 million
in new financing, seem thin.  

                         About DVA Arena

Based in Sarasota, Fla., DVA Arena, LLC owns and operates a hockey
arena.  The Debtor filed for Chapter 11 reorganization on July 25,
2008 (Bankr. M.D. Fla., Case No. 08-11099).  Buddy D. Ford, Esq.,
of Buddy D. Ford P.A. represents the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it listed assets
of between $10 million and $50 million, and debts of between $10
million and $50 million.


EAGLE VENTURES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Eagle Ventures International, Inc.
        Attn: Paul Peterson
        18645 South West Farmington Road, Suite 104
        Beaverton, OR 97007

Bankruptcy Case No.: 08-01957

Chapter 11 Petition Date: September 10, 2008

Court: District of Idaho

Judge: Terry L. Myers

Debtors' Counsel: D Blair Clark, Esq.
                  (dbc@dbclarklaw.com)
                  1513 Tyrell Lane, Suite 130
                  Boise, ID 83706
                  Tel: (208) 475-2050
                  Fax: (208) 475-2055

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

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

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

             http://bankrupt.com/misc/idb08-01957.pdf


ESTERO OAKS: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Estero Oaks LLC
                28089 Vanderbilt Dr., Suite 201  
                Bonita Springs, FL 34134

Case Number: 08-13699

Type of Business: The Debtor runs a real estate business.

Involuntary Petition Date: September 8, 2008

Court: Middle District of Florida (Ft. Myers)

Judge: Alexander L. Paskay

Petitioner's Counsel: Christian B. Felden, Esq.
                      cbfelden@feldenandfelden.com
                      Felden and Felden
                      1100 Fifth Avenue S., Suite 201
                      Naples, FL 34102
                      Tel: (239) 263-2277
                      Fax: (239) 263-1165
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Randy Heintz                   Loan                 $1,500,000
5771 Harborage Dr.
Ft. Myers, FL 33908

Paul Nipper & Landy Nipper     Loan                 $1,500,000
3856 E. Parkview Dr.
Salt Lake City, UT 84124

David E. Nipper                Loan                 $1,400,000
830 Deep Lagoon Ln.
Ft. Myers, FL 33919


FORD MOTOR: To Cut 500 Jobs at Ontario Crossover Plant
------------------------------------------------------
Dan Strumpf of the Associated Press reports that Ford Motor Co.
will lay off 500 employees at its crossover assembly plant in
Oakville, Ontario, as sales of vehicles continue to decline.

According to AP, the company will phase out the third shift in
the plant's body and paint work areas over the next several
weeks.  "It's due to...an overall softening of vehicles sales in
the United States," AP quoted Ford of Canada spokeswoman Lauren
More, as stating.

The company, AP relates, is offering to eligible workers at the
plant, an retirement incentive package, which includes a $7,500
retirement allowance and a $3,500 voucher to purchase a Ford
vehicle.  The Oakville plant has at least 650 employees eligible
for the package, the report notes.

U.S. crossover sales fell 12% in August 2007, AP says.

                      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.


GLOBAL MOTORSPORT: Has Until September 29 to File Chapter 11 Plan
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware extended the exclusive periods of Global
Motorsport Group Inc. and its debtor-affiliates to:

   i) file a Chapter 11 plan until Sept. 29, 2008, and

  ii) solicit acceptances of that plan through and including
      Nov. 27, 2008.

As reported in the Troubled Company Reporter on June 5, 2008, the
Debtors reminded the Court that they have completed on March 7,
2008, the sale of their assets including the assumption and
assignment of certain executory contracts and leases to Dae-Il
USA Inc., pursuant to an asset purchase agreement entered between
the Debtors and Dae-Il.  Under the agreement, Dae-Il has until
Sept. 3, 2008, to designate any held contracts that it intends
to keep.  

The Court had authorized the Debtors to sell all their assets to
Dae-II for $16 million.

The Debtors said that they need more time to negotiate with their
creditors an acceptable Chapter 11 plan and Disclosure Statement
explaining that plan.  The extension will enable the Debtors to
review and evaluate claims filed by creditors.

                      About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/home.shtml-- is a dealer of
European model sports cars.  The company is also known as Global
Motorsport Parts Inc.  The company and three of its affiliates
filed for protection on Jan. 31, 2008 (Bankr. D. Del. Lead Case
No. 08-10192).  The Debtors selected Laura Davis Jones, Esq.,
James O'Neill, Esq., and Joshua Fried, Esq., at Pachulski Stang
Ziehl & Jones LLP, as their counsel.  Federico G.M. Mennella,
Esq., is the Debtors' investment banker.  The Debtors selected
Epiq Bankruptcy Solution LLC as their claims agent.  The U.S.
Trustee for Region 3 has appointed creditors to serve on an
Official Committee of Unsecured Creditors in these cases.  Jeffrey
M. Schlerf, Esq., Eric M. Sutty, Esq., and Kathryn D. Saille,
Esq., at Bayard P.A., and James Donell, Esq., at Andrews Kurth
LLP, represent the Committee in these cases.  Edward T. Gavin,
CTP, at NachmanHaysBrownstein, Inc., is the Committee's financial
advisor.  Adam Harris, Esq., and David Hillman, Esq., at Schulte
Roth & Zabel LLP, serve as counsel to the prepetition and
postpetition secured lenders.  When the Debtors filed for
protection from their creditors, it listed assets of between
$50 million and $100 million and debts of between $100 million and  
$500 million.


GREENPOINT MORTGAGE: Moody' Gives Ba3 Underlying Rating on Note
---------------------------------------------------------------
Moody's Investors Service takes action on notes that are
guaranteed by the financial guarantor.  The underlying ratings
were previously derived from published ratings on other tranches
of the same transaction. The ratings on securities that are
guaranteed or "wrapped" by a financial guarantor is the higher of
a) the rating of the guarantor or b) the published underlying
rating.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The current ratings on the
below notes are consistent with Moody's practice of rating insured
securities at the higher of the guarantor's insurance financial
strength rating and any underlying rating that is public.

Complete rating actions are:

Issuer: Greenpoint Mortgage Funding Trust 2005-HE3

   -- Class Description: Cl. A

      -- Current Rating: Aa3

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
         negative outlook)

      -- Underlying Rating: Ba3


HAMILTON BEACH: Moody's Affirms B2 Probability of Default Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Hamilton Beach, Inc.'s debt
ratings, but revised its rating outlook to negative from stable to
reflect concern that the company's operating performance could
soften more than expected during the company's peak fourth quarter
selling season.  Continued soft discretionary consumer spending
and increased costs may not be fully offset by price increases,
resulting in reduced profitability, and cushion under the
company's financial covenants could come under pressure due to
contractual tightening in the fourth quarter of 2008 and the first
quarter of 2009.

Hamilton Beach's B1 rating reflects the company's limited scale,
geographic and product diversity relative to other global consumer
durables companies, as well as its high customer concentration.
Although Hamilton Beach has had a successful track record in
recent years in terms of improving its operating margins through
product innovation and a focus on improving its cost position,
margins remain weak for the rating, and have softened over the
last year due to lower unit sales and rising raw material costs.
Supporting the rating are the company's strong brand names and
solid credit metrics, with leverage below 4.0x, EBITA/Interest
near 2.7x, and free cash flow to debt above 9%.

These ratings were affirmed:

Hamilton Beach, Inc.

   -- Corporate Family Rating at B1

   -- Probability of Default Rating at B2

Hamilton Beach Brands, Inc.

   -- Secured Term Loan B at B1 (LGD 3, 31%)

Hamilton Beach, Inc. headquartered in Glen Allen, Virginia, is a
designer, marketer and distributor of small electric kitchen and
household appliances, as well as commercial products for
restaurants, bars and hotels, primarily under the "Hamilton Beach"
and "Proctor Silex" brand names.  The company is a wholly owned
subsidiary of NACCO Industries, Inc. (NYSE: "NC").  Revenue for
the LTM period ending June 2008 was approximately $545 million.


HARBORVIEW MORTGAGE: Moody's Junks Ratings on Note Classes
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 19
tranches from 3 Alt-A transactions issued by Harborview.  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. The
actions are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: HarborView Mortgage Loan Trust 2005-14

   -- Cl. 2-A-1B, Downgraded to Aa3 from Aa1

   -- Cl. 3-A-1B, Downgraded to Aa3 from Aa1

   -- Cl. 4-A-1B, Downgraded to A1 from Aa1

   -- Cl. 5-A-1B, Downgraded to A1 from Aa1

   -- Cl. B-1, Downgraded to Baa2 from A3

   -- Cl. B-2, Downgraded to B2 from Ba3

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

Issuer: HarborView Mortgage Loan Trust 2006-11

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

   -- Cl. B-1, Downgraded to B3 from Ba1

   -- Cl. B-2, Downgraded to Caa1 from B1

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

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

   -- Cl. B-5, Downgraded to C from Caa1

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

Issuer: HarborView Mortgage Loan Trust 2006-3

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

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

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

   -- Cl. B-1, Downgraded to B3 from B1

   -- Cl. B-2, Downgraded to Ca from Caa1


HARBORVIEW MORTGAGE: Moody's Cuts Ratings on 240 Tranches of Deals
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 240
tranches from 31 Alt-A transactions issued by Harborview. Of
these, 43 remain on review for further possible downgrade.
Additionally, 28 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 are a result of Moody's on-going review process.

Moody's Investors Service also takes action on certain insured
notes.  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: HarborView Mortgage Loan Trust 2004-11

   -- Cl. 2-A1B, Downgraded to Aa3 from Aaa

   -- Cl. 2-A2B, Downgraded to Aa3 from Aaa

   -- Cl. 2-A3, Downgraded to Aa3 from Aaa

   -- Cl. 3-A1B, Downgraded to Aa3 from Aaa

   -- Cl. 3-A2B, Downgraded to Aa3 from Aaa

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

   -- Cl. 3-A4, Downgraded to Aa3 from Aaa

   -- Cl. X-B, Downgraded to A3 from Aaa

   -- Cl. B-1, Downgraded to A3 from A1

   -- Cl. B-2, Downgraded to Ba3 from Baa2

   -- Cl. B-3, Downgraded to Caa1 from B1

Issuer: HarborView Mortgage Loan Trust 2005-1

   -- X-PO-1, Confirmed at Aaa

   -- Cl. X-PO-2, Confirmed at Aaa

   -- Cl. X-IO, Confirmed at Aaa

Issuer: HarborView Mortgage Loan Trust 2005-10

   -- Cl. 2-A1C2, Downgraded to Aa3 from Aaa

   -- Cl. B-1, Downgraded to A3 from Aa1

   -- Cl. B-2, Downgraded to Baa2 from A1

   -- Cl. B-3, Downgraded to Ba2 from A3

   -- Cl. B-4, Downgraded to B3 from Baa2

   -- Cl. B-5, Downgraded to Caa1 from Ba1

   -- Cl. B-6, Downgraded to Caa3 from Ba3

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

   -- Cl. B-8, Downgraded to Ca from B3

   -- Cl. B-9, Downgraded to Ca from Caa2

Issuer: HarborView Mortgage Loan Trust 2005-11

   -- Cl. X, Confirmed at Aaa

   -- Cl. PO, Confirmed at Aaa

   -- Cl. B-1, Downgraded to Baa1 from Aa2

   -- Cl. B-2, Downgraded to B3 from Baa1

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

Issuer: HarborView Mortgage Loan Trust 2005-12

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

   -- Cl. 1-A-1B, Downgraded to Aa3 from Aaa

   -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
      negative outlook)

   -- Underlying Rating: A3

   -- Cl. 2-A1B, Downgraded to Aa3 from Aaa

Financial Guarantor: Ambac Assurance Corporation (Aa3, negative
outlook)

Underlying Rating: A3

   -- Cl. X-1, Downgraded to Aa2 from Aaa

   -- Cl. X-B, Downgraded to B3 from Aa2

   -- Cl. X-2A, Confirmed at Aaa

   -- Cl. X-2B, Confirmed at Aaa

   -- Cl. PO-1, Downgraded to Aa2 from Aaa

   -- Cl. PO-B, Downgraded to B3 from Aa2

   -- Cl. PO-2A, Confirmed at Aaa

   -- Cl. PO-2B, Confirmed at Aaa

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

   -- Cl. B-2, Downgraded to Caa2 from B1

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

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

Issuer: HarborView Mortgage Loan Trust 2005-13

   -- Cl. X, Confirmed at Aaa

   -- Cl. PO, Confirmed at Aaa

   -- Cl. B-1, Downgraded to B2 from Baa1

   -- Cl. B-2, Downgraded to Caa2 from B1

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

   -- Cl. B-4, Downgraded to Ca from Caa2

Issuer: HarborView Mortgage Loan Trust 2005-15

   -- Cl. 2-A1C, Downgraded to A1 from Aaa

   -- Cl. 3-A1C, Downgraded to A1 from Aaa

   -- Cl. X-B, Downgraded to Baa1 from Aa1

   -- Cl. PO-B, Downgraded to Baa1 from Aa1

   -- Cl. B-1, Downgraded to Baa1 from Aa2

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

   -- Cl. B-3, Downgraded to B2 from Baa1

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

   -- Cl. B-5, Downgraded to Caa2 from Ba3

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

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

   -- Cl. B-8, Downgraded to Ca from B3

   -- Cl. B-9, Downgraded to Ca from Caa1

Issuer: HarborView Mortgage Loan Trust 2005-16

   -- Cl. X-B, Downgraded to Ba2 from Aa1

   -- Cl. PO-B, Downgraded to Ba2 from Aa1

   -- Cl. B-1, Downgraded to Ba2 from A1

   -- Cl. B-2, Downgraded to B2 from Baa1

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

   -- Cl. B-4, Downgraded to Caa2 from Ba3

   -- Cl. B-5, Downgraded to Ca from B1

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

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

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

Issuer: HarborView Mortgage Loan Trust 2005-2

   -- Cl. PO, Confirmed at Aaa

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

   -- Cl. 2-A-1B, Downgraded to Aa2 from Aaa

   -- Cl. 2-A-1C, Downgraded to Aa2 from Aaa

   -- Cl. B-3, Downgraded to Caa2 from B1

Issuer: HarborView Mortgage Loan Trust 2005-5

   -- Cl. X-2, Confirmed at Aaa

   -- Cl. PO-2, Confirmed at Aaa

   -- Cl. B-3, Downgraded to Caa1 from B1

Issuer: HarborView Mortgage Loan Trust 2005-7

   -- Cl. 1-X, Confirmed at Aaa

   -- Cl. 1-PO, Confirmed at Aaa

   -- Cl. 1-A2, Downgraded to Aa3 from Aaa

   -- Cl. 2-X, Confirmed at Aaa

   -- Cl. 2-PO, Confirmed at Aaa

   -- Cl. 2-A2B, Downgraded to Aa3 from Aaa

   -- Cl. 1-B2, Downgraded to B2 from Ba3

   -- Cl. 2-B2, Downgraded to B3 from Ba1

   -- Cl. 2-B3, Downgraded to Ca from Caa1

Issuer: HarborView Mortgage Loan Trust 2005-8

   -- Cl. 1-B1, Downgraded to Baa1 from Aa2

   -- Cl. 1-B2, Downgraded to Ba2 from A1

   -- Cl. 1-B3, Downgraded to B2 from A3

   -- Cl. 1-B4, Downgraded to B3 from Baa2; Placed Under Review
      for further Possible Downgrade

   -- Cl. 1-B5, Downgraded to Caa1 from Ba1

   -- Cl. 1-B6, Downgraded to Caa3 from B1

   -- Cl. 1-B7, Downgraded to Ca from B2

   -- Cl. 1-B8, Downgraded to Ca from B3

   -- Cl. 1-B9, Downgraded to Ca from Caa1

   -- Cl. 2-A2, Downgraded to Aa2 from Aaa

   -- Cl. 2-A3, Downgraded to Aa2 from Aaa

   -- Cl. 2-XB, Downgraded to Baa1 from Aaa

   -- Cl. 2-POB, Downgraded to Baa1 from Aaa

   -- Cl. 2-B1, Downgraded to Baa1 from A2

   -- Cl. 2-B2, Downgraded to B3 from Ba2

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

   -- Cl. 2-B4, Downgraded to Ca from Caa1

Issuer: HarborView Mortgage Loan Trust 2006-1

   -- Cl. 1-A1B, Currently Aaa, Under Review for Possible
      Downgrade

   -- Financial Guarantor: Financial Security Assurance Inc.
      (Aaa, Under Review for Possible Downgrade)

   -- Underlying Rating: Ba3

   -- Cl. 2-A1C, Currently Aaa, Under Review for Possible
      Downgrade

   -- Financial Guarantor: Financial Security Assurance Inc.         
     (Aaa, Under Review for Possible Downgrade)

Underlying Rating: Ba3

   -- Cl. X-1, Confirmed at Aaa

   -- Cl. PO-1, Confirmed at Aaa

   -- Cl. B-1, Downgraded to B1 from Baa3; Placed Under Review
      for further Possible Downgrade

   -- Cl. B-2, Downgraded to B2 from Ba1; Placed Under Review
      for further Possible Downgrade

   -- Cl. B-3, Downgraded to Caa3 from Ba3

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

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

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

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

Issuer: HarborView Mortgage Loan Trust 2006-10

   -- Cl. B-1, Downgraded to Baa1 from Aa1

   -- Cl. B-2, Downgraded to Ba3 from A1

   -- Cl. B-3, Downgraded to B1 from A3; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-4, Downgraded to B2 from Ba2; Placed Under Review for
      further Possible Downgrade

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

   -- Cl. B-6, Downgraded to Caa3 from Caa1

Issuer: HarborView Mortgage Loan Trust 2006-12

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

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

   -- Cl. B-2, Downgraded to B1 from Aa3

   -- Cl. B-3, Downgraded to B2 from Baa1; Placed Under Review
      for further Possible Downgrade

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

   -- Cl. B-5, Downgraded to Caa2 from B3

   -- Cl. B-6, Downgraded to Ca from Caa1

Issuer: HarborView Mortgage Loan Trust 2006-14

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

   -- Cl. 2A-1C, Downgraded to A3 from Aaa

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

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

   -- Cl. B-2, Downgraded to B1 from Aaa

   -- Cl. B-3, Downgraded to B2 from Aa1; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-4, Downgraded to B3 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-5, Downgraded to Caa2 from Ba3

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

Issuer: HarborView Mortgage Loan Trust 2006-4

   -- Cl. 1-A1B, Downgraded to Baa2 from Aaa

      -- Financial Guarantor: Syncora Guarantee Inc. (B2, Under
         Review for Possible Upgrade)

      -- Underlying Rating: Baa2

   -- Cl. 1-A2B, Downgraded to Baa2 from Aaa

      -- Financial Guarantor: Syncora Guarantee Inc. (B2, Under
         Review for Possible Upgrade)

      -- Underlying Rating: Baa2

   -- Cl. 2-A1C, Downgraded to Baa2 from Aaa

      -- Financial Guarantor: Syncora Guarantee Inc. (B2, Under
         Review for Possible Upgrade)

      -- Underlying Rating: Baa2

   -- Cl. 3-A1C, Downgraded to Baa2 from Aaa

      -- Financial Guarantor: Syncora Guarantee Inc. (B2, Under
         Review for Possible Upgrade)

      -- Underlying Rating: Baa2

   -- Cl. X-1, Confirmed at Aaa

   -- Cl. X-3A, Confirmed at Aaa

   -- Cl. X-B, Downgraded to B1 from Aaa

   -- Cl. PO-1, Confirmed at Aaa

   -- Cl. PO-3A, Confirmed at Aaa

   -- Cl. PO-B, Downgraded to B1 from Aaa

   -- Cl. B-1, Downgraded to B1 from Baa2

   -- Cl. B-2, Downgraded to B3 from Ba3; Placed Under Review for
      further Possible Downgrade

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

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

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

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

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

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

Issuer: HarborView Mortgage Loan Trust 2006-5

   -- Cl. 1-A1B, Downgraded to B2 from Aaa

      -- Financial Guarantor: Syncora Guarantee Inc. (B2, Under
         Review for Possible Upgrade)

      -- Underlying Rating: B3

   -- Cl. 2-A1C, Downgraded to B3 from Aaa

   -- Cl. X-1, Confirmed at Aaa

   -- Cl. X-2, Confirmed at Aaa

   -- Cl. X-B, Downgraded to Caa1 from Aaa

   -- Cl. PO-1, Confirmed at Aaa

   -- Cl. PO-2, Confirmed at Aaa

   -- Cl. PO-B, Downgraded to Caa1 from Aaa

   -- Cl. B-1, Downgraded to Caa1 from Ba3

   -- Cl. B-2, Downgraded to Ca from Caa1

   -- Cl. B-3, Downgraded to Ca from Caa1

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

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

Issuer: HarborView Mortgage Loan Trust 2006-7

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

   -- Cl. B-1, Downgraded to Ba3 from A2

   -- Cl. B-2, Downgraded to B2 from Ba1; Placed Under Review for
      further Possible Downgrade

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

   -- Cl. B-4, Downgraded to B3 from B2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-5, Downgraded to Caa1 from B3

   -- Cl. B-6, Downgraded to Ca from Caa1

Issuer: HarborView Mortgage Loan Trust 2006-8

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

   -- Cl. B-2, Downgraded to Ba1 from Aa3

   -- Cl. B-3, Downgraded to Ba3 from A1

   -- Cl. B-4, Downgraded to B2 from Ba3; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-5, Downgraded to B3 from B2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-6, Downgraded to Caa1 from B2

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

Issuer: HarborView Mortgage Loan Trust 2006-9

   -- Cl. 1A-1A, Downgraded to Aa3 from Aaa

   -- Cl. 2A-1C1, Downgraded to A1 from Aaa

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

   -- Cl. B-2, Downgraded to B1 from Baa1; Placed Under Review
      for further Possible Downgrade

   -- Cl. B-3, Downgraded to B2 from Baa3; Placed Under Review
      for further Possible Downgrade

   -- Cl. B-4, Downgraded to B3 from B2; Placed Under Review for
      further Possible Downgrade

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

   -- Cl. B-6, Downgraded to Ca from Caa1

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

Issuer: HarborView Mortgage Loan Trust 2006-BU1

   -- Cl. M-2, Downgraded to Aa2 from Aa1

   -- Cl. M-3, Downgraded to Aa3 from Aa1

   -- Cl. M-4, Downgraded to Ba2 from Aa3

   -- Cl. M-5, Downgraded to B2 from A1

   -- Cl. M-6, Downgraded to B3 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-7, Downgraded to B3 from Ba1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-8, Downgraded to B3 from B1; Placed Under Review for
      further Possible Downgrade

Issuer: HarborView Mortgage Loan Trust 2006-CB1

   -- Cl. 2-A2, Downgraded to Baa2 from Aa2

      -- Financial Guarantor: Syncora Guarantee Inc. (B2, Under
         Review for Possible Upgrade)

      -- Underlying Rating: Baa2

   -- Cl. 2-X, Downgraded to B2 from Aa2

   -- Cl. 2-PO, Downgraded to B2 from Aa2

   -- Cl. 2-B1, Downgraded to B2 from Ba3

   -- Cl. 2-B4, Downgraded to C from Ca

Issuer: HarborView Mortgage Loan Trust 2006-SB1

   -- Cl. A-1B, Downgraded to Baa3 from Aaa

   -- Cl. M-1, Downgraded to B3 from Aa3

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

   -- Cl. M-3, Downgraded to Caa2 from Ba1

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

   -- 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: HarborView Mortgage Loan Trust 2007-1

   -- Cl. 1A-1B, Currently Aaa, Under Review for Possible
      Downgrade

      -- Financial Guarantor: Financial Security Assurance Inc.
         (Aaa, Under Review for Possible Downgrade)

      -- Underlying Rating: Aa1

   -- Cl. 2A-1C1, Currently Aaa, Under Review for Possible
      Downgrade

      -- Financial Guarantor: Financial Security Assurance Inc.
        (Aaa, Under Review for Possible Downgrade)

      -- Underlying Rating: Aa1

   -- Cl. 2A-1C2, Downgraded to Aa1 from Aaa

   -- Cl. B-1, Downgraded to A3 from Aaa

   -- Cl. B-2, Downgraded to B1 from Aaa

   -- Cl. B-3, Downgraded to B2 from Aa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-4, Downgraded to B3 from A1; Placed Under Review for
      further Possible Downgrade

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

   -- Cl. B-6, Downgraded to Ca from B1

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

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

Issuer: HarborView Mortgage Loan Trust 2007-2

   -- Cl. 1A-1A, Downgraded to Baa3 from Aaa

   -- Cl. 2-A1C, Downgraded to Aa3 from Aaa

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
         negative outlook)

      -- Underlying Rating: Ba1

   -- Cl. B-1, Downgraded to B1 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-2, Downgraded to B3 from B2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-3, Downgraded to B3 from B2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-4, Downgraded to Caa1 from B3

   -- Cl. B-5, Downgraded to Caa2 from B3

   -- Cl. B-6, Downgraded to Ca from Caa1

Issuer: HarborView Mortgage Loan Trust 2007-3

   -- Cl. 2A-1C, Downgraded to Aa1 from Aaa

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

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

   -- Cl. B-3, Downgraded to B2 from A1; Placed Under Review for
      further Possible Downgrade

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

   -- Cl. B-5, Downgraded to B3 from Ba3; Placed Under Review for
      further Possible Downgrade

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

   -- Cl. B-7, Downgraded to Caa3 from B3

   -- Cl. B-8, Downgraded to Ca from B3

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

Issuer: HarborView Mortgage Loan Trust 2007-4

   -- Cl. 1A-1, Downgraded to Baa3 from Aaa

   -- Cl. 2A-3, Downgraded to Ba1 from Aaa

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

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

   -- Cl. B-3, Downgraded to Caa1 from Ba3

   -- Cl. B-4, Downgraded to Ca from B1

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

   -- Cl. B-6, Downgraded to Ca from Caa1

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

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

Issuer: HarborView Mortgage Loan Trust 2007-5

   -- Cl. A-1C, Downgraded to Baa3 from Aaa

   -- Cl. B-1, Downgraded to B2 from Aa1

   -- Cl. B-2, Downgraded to B3 from Aa2

   -- Cl. B-3, Downgraded to B3 from Aa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-4, Downgraded to B3 from Aa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-5, Downgraded to Caa1 from A2

   -- Cl. B-6, Downgraded to Caa2 from Baa3

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

Issuer: HarborView Mortgage Loan Trust 2007-6

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

   -- Cl. 2A-1C, Downgraded to Aa1 from Aaa

   -- Cl. B-1, Downgraded to Aa3 from Aaa

   -- Cl. B-2, Downgraded to Baa3 from Aa1

   -- Cl. B-3, Downgraded to Ba3 from Aa1

   -- Cl. B-4, Downgraded to B1 from Aa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-5, Downgraded to B2 from Aa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-6, Downgraded to B3 from A1; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-7, Downgraded to B3 from Baa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-8, Downgraded to Ca from B1

Issuer: HarborView Mortgage Loan Trust 2007-7

   -- Cl. B-8, Downgraded to B2 from Baa3


HERFF JONES: S&P Assigns 'BB+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to Herff Jones Inc. The rating outlook is stable.

At the same time, Standard & Poor's assigned its issue-level and
recovery ratings to Herff Jones' proposed $735 million senior
secured credit facility, consisting of a $100 million five-year
revolving credit facility, a $210 million five-year term loan A,
and a $425 million seven-year term loan B. The issue-level rating
is 'BB+' (the same as the 'BB+' corporate credit rating on
the company) and the recovery rating is '3', indicating an
expectation for meaningful (50%-70%) recovery in the event of a
payment default.

Proceeds from the proposed credit facility, combined with cash on
hand, will primarily be used to fund the acquisition of American
Achievement Group Holding Corp., the parent company of American
Achievement Corp. The transaction, as contemplated in a stock
purchase agreement signed by Herff Jones on May 15, 2008, is
valued at $710 million, inclusive of the refinancing of
approximately $554 million of existing debt at American
Achievement Corp. S&P will withdraw S&P's ratings on American
Achievement Corp. when the transaction closes.

The 'BB+' corporate credit rating reflects:

The company's exposure to variability in raw material costs,
particularly the cost of precious metals used in the manufacturing
of class rings. Potential risks attributable to the integration of
an acquisition of this size, including either customer losses due
to servicing issues or an inability to realize identified cost
savings.

Significant required amortization under the term A facility,
which, while expected to drive debt reduction, raises the fixed-
charge burden in the event operating performance is meaningfully
below expectations. The expectation for sizable annual employee
stock ownership plan (ESOP) repurchase obligations, which were in
the area of $50 million in each of 2007 and 2008.

The possibility that the current economic downturn will continue
to weigh on consumer discretionary purchases and demand for
commemorative products, particularly higher-priced class rings and
affinity jewelry.  These factors are tempered by the following:
Strong industry dynamics, as the market for recognition and
commemorative products in the educational sector is characterized
by "once in a lifetime" purchases that have historically exhibited
relatively stable growth trends.

The expectation for cash flow stability, attributable to product
categories that are fairly resilient to an economic slowdown.
The consolidation of two industry leaders, which, over time, is
likely to result in economies of scale and operational
improvements.

Modest debt leverage, as the pro forma company will be leveraged
slightly more than 3x post-closing.

An experienced management team, and S&P's expectation for a
relatively conservative financial policy going forward. Required
amortization, including an excess cash flow recapture requirement,
makes it likely that credit measures will improve following the
transaction's close.

Founded in 1920, Indianapolis, Ind.-based Herff Jones is a
well-established and leading manufacturer and publisher of
educational products, recognition awards, and graduation-related
items sold to schools throughout North America. Herff Jones is a
privately held company with all of its equity interests held by an
internally leveraged ESOP that was established on Aug. 1, 1989.
Management intends to include all eligible employees of American
Achievement as participants in the ESOP post-closing.


HINES HORTICULTURE: Gets Final OK to Access $62MM BofA DIP Loan
---------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court
for the District of Delaware authorized Hines Horticulture Inc.
and Hines Nurseries Inc. to obtain, on a final, up to $62 million
in postpetition financing under a revolving credit facility from a
consortium of lenders including Bank of America N.A., as agent,
PNC Bank National Association and GMAC Commercial Finance LLC, as
lenders, under a loan agreement dated Aug. 20, 2008.

As reported in the Troubled Company Reporter on Aug. 28, 2008,
Judge Carey authorized the Debtors to obtain, on an interim basis,
up to $53 million in postpetition financing under a revolving
credit facility from the lenders.  The lenders agreed to provide
at most $62 million in DIP financing on a final basis:

   Lender                          DIP Commitment
   ------                          --------------
   Bank of America N.A.            $24,800,000
   GMAC Commercial Finance LLC     $21,700,000
   PNC Bank, National Association  $15,500,000

Judge Carey also authorized the Debtors to use their lenders' cash
collateral.  The Debtors say that they require overadvance loans
of up to $31 million.  The permitted overadvances are:

                                   Permitted
   Period                          Overadvance
   ------                          -----------
   Date of entry interim order     $11 million
   to Aug. 31, 2008

   Sept. 1 to 15, 2008             $19 million

   Sept. 16 to 30, 2008            $24 million

   Oct. 1 to 15, 2008              $28 million

   Oct. 16 to 15, 2008             $31 million

The proceeds of the loans will be used to fund (i) any key
employee retention plan costs, management incentive plan costs or
other employee bonuses, and (ii) any director and officer
insurance premiums or costs.

On Jan. 18, 2007, the Debtors entered into a loan and security
agreement with the lenders to make certain loans and other
financial accommodations to the Debtors.  As of their bankruptcy
filing, the Debtors owe $35,909,096 plus accrued and unpaid
interest, fees and expenses to the lenders.

Under the loan agreement, the DIP facility will bear interest at:

   i) LIBOR for the applicable interest period plus 4.25%, and

  ii) Base Rate in effect from time to time plus 3.25%.

The DIP lien is subject to carve-outs for payments to professional
advisors retained by the Debtors or the committee.  There is a
$250,000 carve-out for the Debtors' professionals and a $100,000
carve-out for the committee's professionals.

To secure their DIP Obligations, the lenders will be granted valid
and perfected first lien on all present and future assets of the
Debtors including all cash contained in any account of the
Debtors, among other things.

The Debtors will pay fees, including a $620,000 closing fee for
the ratable benefit of the lenders and a $15,000 servicing fee,
payable each month in advance.

The loan agreement contains customary and appropriate events of
default.

A full-text copy of the Debtors' loan agreement including the
initial cash collateral budget is available for free at:

               http://ResearchArchives.com/t/s?3142

A full-text copy of the Debtrs' cash collateral budget is a
available for free at:

               http://ResearchArchives.com/t/s?31ee

Headquartered in Irvine, Hines Horticulture Inc. --
http://www.hineshorticulture.com-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.  The company and its affiliate, Hines Nurseries Inc.,
filed for Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del.
Case No. 08-11922).  Kirkland & Ellis LLP represents the Debtors
in their restructuring efforts.  The Debtors selected Epiq
Bankruptcy Services LLC as their claims agent.  When the Debtors
filed for protection against their creditors, they listed assets
and debts of between $100 million and $500 million each.


HISCOX SYNDICATES: Moody' Withdraws Debt Ratings on Loan Repayment
------------------------------------------------------------------
Moody's Investors Service has withdrawn the debt ratings of
Panther Re Bermuda Limited following repayment of the term loans
in full.  The repayment followed the early termination of the
reinsurance agreement between Panther Re and Hiscox Lloyd's
Syndicate 33, which had provided the latter with protection on its
property catastrophe reinsurance portfolio. In the same action,
Moody's has also withdrawn the insurance financial strength rating
of Panther Re.  Panther Re is a special-purpose reinsurer that is
commonly referred to as a 'sidecar'.

These ratings have been withdrawn:

   -- Panther Re Bermuda Limited -- $72 million Term A loan due
      November 2010 at Baa3.

   -- Panther Re Bermuda Limited -- $144 million Term B loan due
      November 2010 at Ba2.

   -- Panther Re Bermuda Limited -- insurance financial strength
      at A3.


INT'L RECTIFIER: Vishay Increases Offer to $23 Per Share
--------------------------------------------------------
Vishay Intertechnology, Inc. has increased the price of its
all-cash proposal to acquire all of the outstanding shares of
International Rectifier Corporation common stock to $23.00 per
share.  The increased proposal represents a premium of 22% to
International Rectifier's closing stock price on Aug. 14, 2008,
the last trading day prior to public disclosure of Vishay's
original acquisition proposal, and a 30% premium over
International Rectifier's average closing price for the 30 trading
days preceding that announcement.  The transaction has a value of
approximately $1.7 billion in the aggregate.

Vishay intends to commence shortly a tender offer to purchase all
of the outstanding shares of International Rectifier common stock
for $23.00 per share in cash.

"We firmly believe there are significant and compelling benefits
to a combination of Vishay and International Rectifier. We are
committed to bringing our two companies together to create a
global leader in the manufacturing of power integrated circuits,
discrete semiconductors and passive electronic components," said
Dr. Felix Zandman, Vishay's Founder and Executive Chairman of the
Board.

"Our increased all-cash proposal provides International
Rectifier's stockholders with an opportunity to realize
significant premium value for their investment in International
Rectifier. Furthermore, we believe that a combined Vishay-
International Rectifier would provide customers a broader and more
fully integrated product and technology portfolio that will enable
us to better address their needs," Dr. Zandman continued.

"From the outset, it has been our strong preference to work
together with International Rectifier and its Board of Directors
to negotiate a mutually beneficial transaction for our respective
stockholders, employees, customers, partners and other
stakeholders," said Dr. Gerald Paul, Vishay's President and Chief
Executive Officer.  "Despite our best efforts, International
Rectifier has flatly refused to discuss a business combination
with us and to explore the benefits of such a combination.  Their
Board has set a very tight timeframe for the Company's
stockholders to have any say over the matters to be considered at
a stockholders meeting which is being delayed by almost eleven
months.  As a result, we have been left with no alternative but to
present our increased proposal directly to International
Rectifier's stockholders.  We are confident that the stockholders,
deciding for themselves, will find our increased all-cash proposal
to be compelling," Mr. Paul related.

Vishay has provided notice in accordance with International
Rectifier's bylaws of Vishay's intention to nominate three
independent candidates for election to the International Rectifier
Board of Directors at the 2007 Annual Meeting of Stockholders.

International Rectifier has delayed this Annual Meeting
since 2007 and it is now scheduled to be held on Oct. 10, 2008.  
International Rectifier stockholders of record as of Sept. 19,
2008 are entitled to vote at the 2007 Annual Meeting.  Vishay
intends to file in the near future with the Securities and
Exchange Commission proxy solicitation materials in connection
with International Rectifier's delayed 2007 Annual Meeting.

Vishay has notified International Rectifier that it intends to
nominate the following candidates for election as International
Rectifier's three Class I directors:

  -- Ronald M. Ruzic: Prior to retiring in 2003, Mr. Ruzic was
     Executive Vice President of BorgWarner Inc. since 1992 and
     Group President BorgWarner Automotive Inc. since 1989.  He
     also held positions with BorgWarner as President and General
     Manager of Morse TEC Inc., Vice President -- Operations
     of Morse Automotive, Vice President -- International of Morse
     Automotive, and various other positions with entities within
     the BorgWarner family of companies.  After joining BorgWarner
     in 1968 as a senior manufacturing engineer for its subsidiary
     Morse Chain, Mr. Ruzic progressed through engineering and
     management positions and managed various BorgWarner
     operations in Italy, Mexico, Germany and the United States.

  -- William T. Vinson: Mr. Vinson is currently a Director and the
     Chairman of Siemens Government Services, Inc., a company that
     provides products and services to the United States
     government to improve national security.  He is also a
     Director and the Chairman of SAP Government Support and
     Services, Inc., a company that supplies information
     technology products, services and maintenance products.  He
     serves on the Government Security, Audit and Compensation
     committees of each of these companies.
       
     Prior to his retirement in 1998, Mr. Vinson served as Vice
     President and Chief Counsel of Lockheed Martin Corporation, a
     major defense contractor and advanced technology company.    
     From 1992 to 1995, he served as Vice President and General
     Counsel of Lockheed Corporation and from 1990 to 1992, he was
     Lockheed's Vice President-Secretary and Assistant General
     Counsel.

  -- Yoram Wind: Prof. Wind is the Lauder Professor, Professor of
     Marketing and Director of SEI Center for Advanced Studies in
     Management at The Wharton School, the business school of the
     University of Pennsylvania.  He is also the founding academic
     director of The Wharton Fellows Program, an executive
     education program, and was the founding editor of Wharton
     School Publishing.  Prof. Wind's research and teaching areas
     include global marketing and business strategy, new product,
     market and business development and creativity and growth
     strategies.
       
     In addition, Prof. Wind founded Wind Associates, a consulting
     firm that advises on both overall global corporate and
     business strategy and transformation as well as marketing
     strategy and development of new businesses.  Prof. Wind is
     also an advisor to the Chief Executive Officer and members of
     the executive committee of SEI Investments, a financial
     services firm.

Vishay has also notified International Rectifier that it intends
to seek stockholder approval at the delayed 2007 Annual Meeting of
certain amendments to International Rectifier's bylaws.  One such
amendment would require International Rectifier to hold its 2008
Annual Meeting of Stockholders to elect Class II directors by
Dece. 21, 2008.  Class II directors were previously elected by the
stockholders in November 2005 and International Rectifier recently
announced its intention that the election of Class II directors
would not be held until "early 2009".

"International Rectifier's stockholders deserve to be represented
by directors who will not deprive them of an opportunity to
receive a significant cash premium for their shares," continued
Dr. Zandman.  "All of our nominees have proven track records in
their areas of expertise and have committed that, if elected, they
will exercise their independent judgment as directors in
accordance with their fiduciary duties.  Vishay is confident they
would seek to work with the existing members of the Board to
determine the best course of action for International Rectifier's
stockholders."

Vishay has commenced litigation in the Delaware Chancery Court
regarding the timing of International Rectifier's delayed 2007 and
2008 Annual Meetings and its proposed bylaw amendments.

Wachtell, Lipton, Rosen & Katz is acting as legal counsel to
Vishay, and Banc of America Securities LLC is acting as financial
advisor.  Vishay is working with Banc of America Securities to
expeditiously secure committed financing for the acquisition.  
Innisfree M&A Incorporated has been retained by Vishay as
Information Agent and proxy solicitor.

                 About International Rectifier

International Rectifier Corporation (NYSE:IRF)
-- http://www.irf.com/-- is in the power management technology  
business. IR's analog, digital, and mixed signal ICs, and other
advanced power management products enable high performance
computing and save energy in a wide variety of business and
consumer applications.  IR's customers include manufacturers of
computers, energy efficient appliances, lighting, automobiles,
satellites, aircraft, and defense systems.

                             *   *   *

As reported in the Troubled Company Reporter on Sept. 3, 2008,
Standard & Poor's Ratings Services said that its 'BB' corporate
credit rating on El Segundo, Calif.-based International Rectifier
Corp. (IR) would remain on CreditWatch with negative implications,
where it was placed on April 9, 2007, because of an accounting
investigation that prevented the company from filing financial
statements.


JOEL KRON: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Joel Kron
        15988 D'Alene Drive
        Delray Beach, FL 33446

Bankruptcy Case No.: 08-23147

Chapter 11 Petition Date: September 10, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  bshraiberg@kpkb.com
                  2385 NW Executive Center Dr. No. 300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047

Total Assets: $82,203,991

Total Debts: $2,717,117

Debtor's list of its 5 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Audi Financial                   Lease             $43,680
1401 Franklin Blvd.
Libertyville, IL 60048

Mercedes Benz Credit             Lease             $11,200
P.O. Box 9001680
Louisville, KY 40290

U.S. Bank NA                     Lease              $6,600
P.O. Box 2466
Oshkosh, WI 54903

Florida Department of Revenue                      Unknowm

Internal Revenue Service                           Unknown


JOHNSTON SHIELD: Wants Tucson Car Lot Closed
--------------------------------------------
Bankrupt Johnston Shield, Inc., and debtor-affiliate Johnston-
Shield Properties, LLC, want to close their beleaguered Wildcat
Mitsubishi Tucson car lot in Arizona, according to paperwork filed
with the U.S. Bankruptcy Court for the District of Arizona last
Friday, Sept. 5, 2008, Shelley Shelton of the Arizona Daily Star
reports.  Ms. Shelton stated in the report that the Debtors also
want to consolidate their operations in Sierra Vista, according to
the paperwork.

In a separate filing on Sept. 5, the Debtors also ask for
permission to break their franchise contract with Mitsubishi
Motors North America, Inc., Ms. Shelton adds.

Ms. Shelton reports that the Debtors must wait until Sept. 20 to
see whether anyone objects.

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


LANDSOURCE COMMUNITIES: May Employ D&T as Auditor and Accountant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
LandSource Communities Development LLC, and certain of its debtor-
affiliates permission to employ Deloitte & Touche LLP as their
auditor and accountant.

The Court also approved the indemnification provisions stated on
Deloitte & Touche LLP's engagement letters, subject to these
modifications:
       
   (a) D&T will not be entitled to indemnification, contribution,
       or reimbursement pursuant to the Engagement Letter for
       services other than the audit services, unless the
       services and the indemnification, contribution, or
       reimbursement are approved by the Court;
       
   (b) The Debtors will have no obligation to indemnify any
       person, or provide contribution, or reimbursement to any
       person, for any claim or expense that is either (i)
       judicially determined to have arisen primarily from that
       person's gross negligence or willful misconduct, or (ii)
       settled prior to a judicial determination, but determined
       by the Court, to be a claim or expense for which that
       person should not receive indemnity, contribution, or
       reimbursement under the terms of the Engagement Letter;
       and

   (c) If, before the earlier of (i) the entry of an order
       confirming a Debtors' plan or reorganization, and (ii) the
       entry of an order closing the Chapter 11 cases, D&T
       believes that it is entitled to the payment of any amounts
       by the Debtors on account of the Debtors' indemnification,
       contribution, and reimbursement obligations under the
       Engagement Letter, D&T must file an application before the
       Court, and the Debtors may not pay any amounts before the
       entry of an order by approving the payment.

D&T will credit the amount of the payment made by the Debtor
Newhall Land & Farming Company (A California Limited Partnership)
on or about March 24, 2008 totaling $100,920 against the first
fees that may be awarded to D&T pursuant to the initial interim
fee application that D&T will file on account of its retention.

D&T will not be liable to the estate or any other party for any
claim that the Payment is an avoidable preference under Sections
547 and 55O of the Bankruptcy Code.

                    About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 12;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: May Get Paul Hastings as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
LandSource Communities Development LLC, and its debtor-affiliates
permission to employ Paul, Hastings, Janofsky & Walker LLP as
their special counsel.

As a special counsel to the Debtors, Paul Hastings is expected to:

   (a) advise LMI with respect to certain real estate, labor,
       land use, environmental, development, disposition, and
       transactional matters and Newhall with respect to certain
       real estate, land use, environmental, development,
       disposition, and litigation matters;

   (b) provide counseling and oversight related to environmental
       due diligence and the preparation of remedial action
       plans, risk management plans, environmental impact
       reports, and similar plans and reports;

   (c) attend meetings, work with local governments and state and
       federal agencies entitling or approving Newhall and LMI
       development and remediation projects, work with
       consultants assisting Newhall, LMI or the local
       governments and agencies with Newhall and LMI development
       and remediation projects, and negotiate with
       representatives of creditors, insurers, and other parties-
       in-interest on behalf of Newhall and LMI;

   (d) take all necessary action to protect and preserve the
       Debtors' estates in connection with the Debtors' real
       estate, labor, environmental, and land use matters,
       including appearing in court, researching, preparing
       documents, papers, reports, motions, instruments,
       agreements, and applications, and managing administration,
       claims, and insurance coverage issues in connection with
       environmental insurance policies;

   (e) defend any action commenced against the Debtors and
       represent the Debtors' interests in negotiations
       concerning real estate, labor, environmental, and land use
       matters and resolving disputes among various parties in
       connection with the Debtors' real estate, labor,
       environmental, and land use matters; and

   (f) perform all other necessary or otherwise beneficial legal
       services for the Debtors in connection with real estate,
       labor, environmental, and land use matters.

Paul Hastings' customary hourly rates are:

    Professional                    Hourly Rate
    ------------                    -----------
    Partners                        $615 - $895
    Counsel                         $590 - $915
    Associates                      $310 - $665
    Paraprofessionals and Staff     $110 - $425

Gordon Hart, Esq.,a partner at Paul Hastings, assured the Court
that his firm does not (a) represent or hold any interest adverse
to the Debtors with respect to the matters on which Paul Hastings
seeks to be employed; or (b) have any connection with the Debtors,
any creditors or other parties-in-interest, their respective
attorneys and accountants, or the United States Trustee.

                    About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 12;
http://bankrupt.com/newsstand/or 215/945-7000).


LBREP/L-SUNCAL: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: LBREP/L-SunCal Master I LLC
                2392 Morse Ave
                Irvine, CA 92614

Case Number: 08-15588

Involuntary Petition Date: September 10, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Petitioner's Counsel: Daniel H. Reiss, Esq.
                      dhr@lnbrb.com
                      10250 Constellation Blvd. Ste. 1700
                      Los Angeles, CA 90067
                      Tel: (310) 229-1234
                      Fax: 310 229-1244
         
   Petitioner                  Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Gramercy Warehouse Funding LLC                         $15,000
420 Lexington Avenue
New York, NY 10170           


LEHMAN XS: Moody's Cuts Ratings on 214 Tranches of Alt-A Deals
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 214
tranches from 16 Alt-A transactions issued by Lehman XS Trust.  Of
these, 56 tranches remain on review for further possible
downgrade.  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 are a result of Moody's on-going review process.

Moody's Investors Service also takes action on certain insured
notes.  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: Lehman XS Trust Series 2005-5N

   -- Cl. M1, Downgraded to Aa3 from Aa1

   -- Cl. M2, Downgraded to Baa2 from A1

   -- Cl. M4, Downgraded to Ca from Caa3

   -- Cl. M3, Downgraded to B3 from Ba2; Placed Under Review for
      further Possible Downgrade

Issuer: Lehman XS Trust Series 2005-7N

   -- Cl. 1-A3, Downgraded to Aa3 from Aaa

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
         negative outlook)

      -- Underlying Rating: Aa3

   -- Cl. 2-A2, Downgraded to Aa3 from Aaa

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,  
         negative outlook)

      -- Underlying Rating: Aa3

   -- Cl. 3-A2, Downgraded to Aa2 from Aaa

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
         negative outlook)

      -- Underlying Rating: Aa2

   -- Cl. M1-I, Downgraded to A3 from Aa2

   -- Cl. M2-I, Downgraded to Ba1 from A1

   -- Cl. M3-I, Downgraded to Ba3 from A2

   -- Cl. M4-I, Downgraded to B3 from Baa2; Placed Under Review
      for further Possible Downgrade

   -- Cl. M5-I, Downgraded to B3 from Ba2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M6-I, Downgraded to Ca from B2

   -- Cl. M1-II, Downgraded to B2 from A3

   -- Cl. M2-II, Downgraded to B3 from Baa2; Placed Under Review
      for further Possible Downgrade

   -- Cl. M3-II, Downgraded to Ca from B3

   -- Cl. M4-II, Downgraded to C from Caa2

   -- Cl. M5-II, Downgraded to C from Ca

   -- Cl. M6-II, Downgraded to C from Ca

   -- Cl. M7-I, Downgraded to Ca from B3

Issuer: Lehman XS Trust Series 2005-9N

   -- Cl. 1-A3, Downgraded to Aa3 from Aaa

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
         negative outlook)

      -- Underlying Rating: Aa3

   -- Cl. 2-A2, Downgraded to Aa3 from Aaa

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
         negative outlook)

      -- Underlying Rating: Aa3

   -- Cl. M1, Downgraded to A3 from Aa2

   -- Cl. M2, Downgraded to Ba1 from A2

   -- Cl. M3, Downgraded to B1 from Baa1

   -- Cl. M4, Downgraded to B3 from Ba1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M5, Downgraded to B3 from B2; Placed Under Review for       
      further Possible Downgrade

   -- Cl. M6, Downgraded to Ca from B3

   -- Cl. M7, Downgraded to Ca from B3

Issuer: Lehman XS Trust Series 2006-10N

   -- Cl. 1-M1, Downgraded to Baa1 from Aa1

   -- Cl. 1-M2, Downgraded to Ba2 from A2

   -- Cl. 1-M3, Downgraded to B1 from Baa1

   -- Cl. 1-M4, Downgraded to B2 from Baa3

   -- Cl. 1-M5, Downgraded to B3 from Ba3; Placed Under Review for
      further Possible Downgrade

   -- Cl. 1-M6, Downgraded to B3 from B1; Placed Under Review for
      further Possible Downgrade

   -- Cl. 1-M7, Downgraded to B3 from B2; Placed Under Review for
      further Possible Downgrade

   -- Cl. 1-M8, Downgraded to Caa2 from B3

   -- Cl. 2-M1, Downgraded to Aa2 from Aa1

   -- Cl. 2-M2, Downgraded to A2 from Aa2

   -- Cl. 2-M3, Downgraded to Baa2 from Aa2

   -- Cl. 2-M4, Downgraded to B1 from Baa1

   -- Cl. 2-M5, Downgraded to B3 from Ba3; Placed Under Review for
      further Possible Downgrade

   -- Cl. 2-M6, Downgraded to Caa3 from B2

   -- Cl. 2-M7, Downgraded to Ca from Caa1

Issuer: Lehman XS Trust Series 2006-12N

   -- Cl. 1-A2B, Downgraded to Aa3 from Aaa

   -- Cl. 1-A3A1B, Downgraded to A2 from Aaa

   -- Cl. 1-A3A2B, Downgraded to A2 from Aaa

   -- Cl. 1-A4B, Downgraded to A2 from Aaa

   -- Cl. 2-A1B, Downgraded to A2 from Aaa

   -- Cl. M1, Downgraded to Ba2 from Aa2

   -- Cl. M2, Downgraded to B2 from Baa1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M3, Downgraded to B3 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M4, Downgraded to B3 from B2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M5, Downgraded to Caa1 from B2

   -- Cl. M6, Downgraded to Caa3 from B3

   -- Cl. M7, Downgraded to Ca from B3

Issuer: Lehman XS Trust Series 2006-16N

   -- Cl. M1, Downgraded to A3 from Aaa

   -- Cl. M2, Downgraded to B1 from Aa2

   -- Cl. M3, Downgraded to B2 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M4, Downgraded to B3 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M5, Downgraded to B3 from Ba3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M6, Downgraded to Caa1 from B2

   -- Cl. M7, Downgraded to Caa2 from B2

   -- Cl. M8, Downgraded to Ca from Caa1

Issuer: Lehman XS Trust Series 2006-18N

   -- Cl. A1B, Downgraded to A2 from Aaa

   -- Cl. A3, Downgraded to A1 from Aaa

   -- Cl. A4, Downgraded to A1 from Aaa

   -- Cl. M1, Downgraded to A3 from Aaa

   -- Cl. M2, Downgraded to B1 from Aa2

   -- Cl. M3, Downgraded to B2 from A1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M4, Downgraded to B3 from Baa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M5, Downgraded to B3 from Ba1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M6, Downgraded to Caa1 from B1

   -- Cl. M7, Downgraded to Caa3 from B2

   -- Cl. M8, Downgraded to Ca from B2

   -- Cl. M9, Downgraded to Ca from Caa1

   -- Cl. M10, Downgraded to C from Ca

Issuer: Lehman XS Trust Series 2006-2N

   -- Cl. 1-A3, Currently Aaa

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
         negative outlook)

      -- Underlying Rating: Aaa

   -- Cl. 2-A2A, Currently Aaa

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
         negative outlook)

      -- Underlying Rating: Aaa

   -- Cl. M1, Downgraded to A2 from Aa1

   -- Cl. M2, Downgraded to Ba2 from Aa2

   -- Cl. M3, Downgraded to Ba3 from Aa3

   -- Cl. M4, Downgraded to B2 from A3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M5, Downgraded to B3 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M6, Placed on Review for Possible Downgrade, currently
      B3

Issuer: Lehman XS Trust Series 2006-4N

   -- Cl. A1-B2, Downgraded to A3 from Aaa

   -- Cl. A1-C2, Downgraded to Baa1 from Aaa

   -- Cl. A1-D2, Downgraded to Baa1 from Aaa

   -- Cl. A2-C, Downgraded to Baa1 from Aaa

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

   -- Cl. M1, Downgraded to B2 from A3

   -- Cl. M2, Downgraded to B3 from Ba1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M3, Downgraded to Caa1 from Ba3

   -- Cl. M4, Downgraded to Caa3 from B3

   -- Cl. M5, Downgraded to Ca from B3

   -- Cl. M6, Downgraded to Ca from B3

   -- Cl. M7, Downgraded to C from Caa1

   -- Cl. M8, Downgraded to C from Ca

Issuer: Lehman XS Trust Series 2007-12N

   -- Cl. 1-A1, Downgraded to Aa3 from Aaa

   -- Cl. 1-A2, Downgraded to Aa3 from Aaa

   -- Cl. 1-A3B, Downgraded to A1 from Aaa

   -- Cl. 2-A3, Downgraded to A1 from Aaa

   -- Cl. 1-M1, Downgraded to Baa1 from Aaa

   -- Cl. 1-M2, Downgraded to Ba2 from Aa2

   -- Cl. 1-M3, Downgraded to Ba3 from Aa3

   -- Cl. 1-M4, Downgraded to B2 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. 1-M5, Downgraded to B3 from A3; Placed Under Review for
      further Possible Downgrade

   -- Cl. 1-M6, Downgraded to B3 from Baa3; Placed Under Review
      for further Possible Downgrade

   -- Cl. 1-M7, Downgraded to B3 from Ba1; Placed Under Review for
      further Possible Downgrade

   -- Cl. 1-M8, Downgraded to Caa2 from Ba3

   -- Cl. 1-M9, Downgraded to Ca from B1

   -- Cl. 2-M1, Downgraded to Baa1 from Aa3

   -- Cl. 2-M2, Downgraded to Ba2 from A3

   -- Cl. 2-M3, Downgraded to B2 from Baa2

   -- Cl. 2-M4, Downgraded to B3 from Baa3; Placed Under Review
      for further Possible Downgrade

   -- Cl. 2-M5, Downgraded to B3 from Ba1; Placed Under Review for
      further Possible Downgrade

   -- Cl. 2-M6, Downgraded to B3 from B1; Placed Under Review for
      further Possible Downgrade

   -- Cl. 2-M7, Downgraded to Ca from Caa1

   -- Cl. 3-M1, Downgraded to Aa3 from Aa1

   -- Cl. 3-M2, Downgraded to A1 from Aa2

   -- Cl. 3-M3, Downgraded to A3 from Aa3

   -- Cl. 3-M4, Downgraded to Baa3 from A1

   -- Cl. 3-M5, Downgraded to Ba1 from A2

   -- Cl. 3-M6, Downgraded to Ba3 from A3

   -- Cl. 3-M7, Downgraded to B3 from Baa2; Placed Under Review
      for further Possible Downgrade

   -- Cl. 3-M8, Downgraded to B3 from Ba2; Placed Under Review for
      further Possible Downgrade

Issuer: Lehman XS Trust Series 2007-15N

   -- Cl. 1-A3, Downgraded to Aa2 from Aaa

   -- Cl. 1C-A3, Downgraded to Aa2 from Aaa

   -- Cl. 2-A3, Downgraded to Aa2 from Aaa

   -- Cl. 3-A2, Downgraded to Aa3 from Aaa

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
         negative outlook)

      -- Underlying Rating: A2

   -- Cl. 4-A3, Downgraded to Aa3 from Aaa

Financial Guarantor: Ambac Assurance Corporation (Aa3, negative
outlook)

Underlying Rating: A2

   -- Cl. M1-I, Downgraded to A1 from Aa1

   -- Cl. M1-II, Downgraded to Ba2 from Aa1

   -- Cl. M2-I, Downgraded to A3 from Aa2

   -- Cl. M2-II, Downgraded to Ba3 from Aa3

   -- Cl. M3-I, Downgraded to Baa1 from Aa3

   -- Cl. M3-II, Downgraded to B2 from A1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M4-I, Downgraded to Ba2 from A1

   -- Cl. M4-II, Downgraded to B3 from A3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M5-I, Downgraded to B1 from A2

   -- Cl. M5-II, Downgraded to B3 from Baa2; Placed Under Review
      for further Possible Downgrade

   -- Cl. M6-I, Downgraded to B3 from A3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M6-II, Downgraded to B3 from Ba1; Placed Under Review
      for further Possible Downgrade

   -- Cl. M7-I, Downgraded to B3 from Baa3; Placed Under Review  
      for further Possible Downgrade

   -- Cl. M7-II, Downgraded to Caa1 from Ba3

   -- Cl. M8-I, Downgraded to B3 from Ba1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M8-II, Downgraded to Ca from B1

   -- Cl. M9-I, Downgraded to Ca from B1

   -- Cl. M9-II, Downgraded to Ca from Caa1

Issuer: Lehman XS Trust Series 2007-2N

   -- Cl. 1-A1B, Downgraded to A1 from Aaa

   -- Cl. 2-A, Downgraded to Aa3 from Aaa

   -- Cl. 2-AX, Downgraded to Aa3 from Aaa

   -- Cl. 3-A1, Downgraded to Aa2 from Aaa

   -- Cl. 3-A2, Downgraded to Aa3 from Aaa

   -- Cl. 3-A3, Downgraded to Aa3 from Aaa

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

   -- Cl. M1, Downgraded to Baa1 from Aaa

   -- Cl. M2, Downgraded to Ba3 from Aa2

   -- Cl. M3, Downgraded to B1 from Aa2

   -- Cl. M4, Downgraded to B2 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M5, Downgraded to B3 from A3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M6, Downgraded to B3 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M7, Downgraded to B3 from Ba3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M8, Downgraded to Caa1 from Ba3

   -- Cl. M9, Downgraded to Caa3 from B1

   -- Cl. M10, Downgraded to Ca from B2

Issuer: Lehman XS Trust Series 2007-4N

   -- Cl. 1-A1, Downgraded to Aa3 from Aaa

   -- Cl. 1-A2B, Downgraded to A1 from Aaa

   -- Cl. 1-A3, Downgraded to Aa3 from Aaa

   -- Cl. 2-A, Downgraded to Aa3 from Aaa

   -- Cl. 2-AX, Downgraded to Aa3 from Aaa

   -- Cl. 3-A2B, Downgraded to A1 from Aaa

   -- Cl. 3-AC, Downgraded to A1 from Aaa

   -- Cl. M1, Downgraded to A3 from Aaa

   -- Cl. M2, Downgraded to Ba2 from A1

   -- Cl. M3, Downgraded to B1 from A2

   -- Cl. M4, Downgraded to B2 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M5, Downgraded to B3 from Ba3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M6, Downgraded to B3 from B1; Placed Under Review for  
      further Possible Downgrade

   -- Cl. M7, Downgraded to B3 from B2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M8, Downgraded to Caa1 from B2

   -- Cl. M9, Downgraded to Ca from B3

Issuer: Lehman XS Trust Series 2007-7N

   -- Cl. 1-A3, Downgraded to Aa3 from Aaa

   -- Cl. 2-A1B, Downgraded to Aa3 from Aaa

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
         negative outlook)

      -- Underlying Rating: Aa3

   -- Cl. 2-A2B, Downgraded to Aa3 from Aaa

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
         negative outlook)

      -- Underlying Rating: Aa3

   -- Cl. M1, Downgraded to A3 from Aa1

   -- Cl. M2, Downgraded to Baa2 from A1

   -- Cl. M3, Downgraded to Baa3 from A2

   -- Cl. M4, Downgraded to Ba2 from Baa1

   -- Cl. M5, Downgraded to B2 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M6, Downgraded to B3 from Ba2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M7, Downgraded to Caa1 from B1

Issuer: Lehman XS Trust, Mortgage Pass Through Certificates,
Series 2006-14N

   -- Cl. M1-I, Downgraded to A1 from Aaa

   -- Cl. M1-II, Downgraded to Aa2 from Aa1

   -- Cl. M2-I, Downgraded to Ba1 from Aa1

   -- Cl. M2-II, Downgraded to Aa3 from Aa2

   -- Cl. M3-I, Downgraded to B1 from Aa3

   -- Cl. M3-II, Downgraded to A2 from Aa3

   -- Cl. M4-I, Downgraded to B2 from Baa3; Placed Under Review
      for further Possible Downgrade

   -- Cl. M4-II, Downgraded to Baa3 from A1

   -- Cl. M5-I, Downgraded to B3 from Ba3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M5-II, Downgraded to B3 from Baa3; Placed Under Review
      for further Possible Downgrade

   -- Cl. M6-I, Downgraded to B3 from B1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M6-II, Downgraded to B3 from B1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M7-I, Downgraded to Caa1 from B2

   -- Cl. M8-I, Downgraded to Caa2 from Caa1

Issuer: Lehman XS Trust, Series 2007-16N

   -- Cl. M1-II, Downgraded to Aa3 from Aa1

   -- Cl. M2-II, Downgraded to A2 from Aa2

   -- Cl. M3-II, Downgraded to A3 from Aa3

   -- Cl. M4-II, Downgraded to Baa3 from A1

   -- Cl. M5-II, Downgraded to Ba1 from A2

   -- Cl. M6-I, Downgraded to Baa1 from A3

   -- Cl. M6-II, Downgraded to Ba2 from A3

   -- Cl. M7-I, Downgraded to B1 from Baa3

   -- Cl. M7-II, Downgraded to B3 from Baa3; Placed Under Review
      for further Possible Downgrade

   -- Cl. M8-I, Downgraded to B3 from Ba2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M8-II, Downgraded to B3 from Ba2; Placed Under Review
      for further Possible Downgrade


LEHMAN XS TRUST: S&P Cuts Ratings on Series 2006-2N Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes from Lehman XS Trust Series 2006-2N and affirmed its
ratings on the remaining three classes from this residential
mortgage-backed securities (RMBS) transaction. The rating
affirmations affected three senior classes, while the downgrades
affected three other senior classes and all of the subordinate
classes.

The affirmations and downgrades reflect current and projected
losses based on the dollar amount of loans in the transaction's
delinquency, foreclosure, and real estate owned (REO) pipelines,
as well as S&P's projection of future defaults. S&P also
considered cumulative losses, which provide insight into the
transaction's performance, when determining S&P's rating actions.
The classes with affirmed ratings were able to withstand projected
transaction losses commensurate with the existing ratings. S&P
lowered S&P's ratings on the subordinate classes because S&P's
projections suggest that the credit enhancement will not be
sufficient to cover losses at the previous rating levels. The
current pool factor is approximately 57.10%, cumulative losses are
0.80% of the original pool balance, and severe delinquencies (90-
plus days, foreclosures, and REOs) are 17.89% of the current pool
balance.

Credit support is provided by the subordination of more junior
classes, overcollateralization, and excess interest, as well as a
certificate insurance policy for classes 1-A3 and 2-A2A. As of
Aug. 25, 2008, the amount of overcollateralization was just under
$13 million, which is approximately $3 million below the target
amount. Additionally, losses have been outpacing excess interest
for most of 2008; losses have increased from 0.02% of the original
pool balance in September 2007 to 0.80% currently. The collateral
backing the trust originally consisted predominantly of
Alternative-A (Alt-A), adjustable-rate, first-lien negative
amortization mortgage loans on one- to four-family residential
properties.

S&P will monitor this transaction over time to incorporate updated
losses and changes in the delinquency pipeline to determine
whether the applicable credit enhancement is sufficient to support
the current ratings. Additional rating actions may be necessary
based on updated findings.

RATINGS LOWERED

Lehman XS Trust Series 2006-2N
                              Rating
Class      CUSIP         To             From
1-A3       525221HC4     AA             AAA
2-A2A      52522IHE0     AA             AAA
2-A2B      52522IHF7     AA             AAA  
M1         525221HG5     BBB            AA+
M2         525221HH3     BB             AA
M3         525221HJ9     B              AA-
M4         525221HK6     CCC            A+             
M5         525221HL4     CCC            A+             
M6         525221HM2     CC             A-             
M7         525221HN0     CC             BBB+           
M8         525221HP5     CC             BBB-           

RATINGS AFFIRMED

Lehman XS Trust Series 2006-2N
Class      CUSIP         Rating
1-A1       525221HA8     AAA
1-A2       525221HB6     AAA
2-A1       525221HD2     AAA


LITTLE BOAT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Little Boat North Inc.
        7525 SE 24th St. #650
        Mercer Island, WA 98040

Bankruptcy Case No.: 08-15825

Chapter 11 Petition Date: September 10, 2008

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtor's Counsel: Aimee S. Willig, Esq.
                  awillig@bskd.com
                  Armand J. Kornfeld, Esq.
                  jkornfeld@bskd.com
                  Bush Strout & Kornfeld
                  601 Union St. Ste. 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110

Total Assets: $17,384,306

Total Debts: $14,195,136

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Rhino Excavation & Truck         Services          $68,612
3218 SE 309th St.
Palmer, WA 98051

Green Effects Inc.               Services          $67,427
P.O. Box 2005
Summer, WA 98390

MB Elcetric LLC                  Services          $66,932
P.O. Box 5758
Lacey, WA 98291

Snohomish Electric Inc.          Services          $20,620

Clemo's Custom Conrete           Services          $15,641

Hard Rock Inc.                   Services          $15,088

Weber & Thompson PLLC            Services          $12,932

Gallardo Construction            Services          $12,482

Bo-Mac Concrete Co.              Services          $12,101

American Disposal Co.            Services          $12,063

Emerald Aire Inc.                Services          $11,451

LML Construction Company         Services          $11,029

Lexus Financial Services         2007 Lexus Rx400  $43,064
                                 Value of Security
                                 - $33,000

Wilson Masonry                   Services           $9,579

Kartak Glass & Closet Co.        Services           $8,714

Eagle Creek Siding               Services           $7,102

GeoResources LLC                 Services           $6,625

Sunbelt Rentals Inc.             Rental             $6,383

Conco Pumping                    Services           $5,968

Bush Cotton & Scott LLC          Insurance          $5,801


LUMINENT MORTGAGE: Moody's Assigns Ba2 Underlying Rating on Note
----------------------------------------------------------------
Moody's Investors Service has published the underlying rating on
the following insured note, and has taken action on the tranche
accordingly.  The ratings of the insured notes were previously
derived from public ratings on non-sequential pari passu (i.e. at
the same level of seniority) or more junior uninsured tranches of
the same deals.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  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 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: Luminent Mortgage Trust 2006-2

   -- Class Description: Cl. A1C

      -- Current Rating: Placed on review for possible downgrade,
         currently Aaa

      -- Financial Guarantor: Financial Security Assurance Inc.

      -- Underlying Rating: Ba2


MARK MAJETTI: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mark Majetti
        4332 Gentry Avenue, (Unit #1)
        Studio City, CA 91604
        Tel: 213-388-8188

Bankruptcy Case No.: 08-16828

Type of Business: The Debtor is a real estate investment company.

Chapter 11 Petition Date: September 10, 2009

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtors' Counsel: Jerome S. Cohen, Esq.
                  jsc@jscbklaw.com
                  3731 Wilshire Boulevard, Suite 514
                  Los Angeles, CA 90010
                  Tel: (213) 388-8188
                  Fax: (213) 388-6188

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

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

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

            http://bankrupt.com/misc/cacb08-16828.pdf


MATTRESS DISCOUNTERS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
Mattress Discounters Corp. and debtor-affiliate, Mattress
Discounters Corp. East, filed for separate Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Maryland (Case No. 08-21642) on September 10, 2008.  It is the
second time in six years for the lead debtor to file for
bankruptcy.

Stephen Newton, the Debtors' CEO, said in court documents that
sales fell "as a result of the industry downturn, combined with
increasing competition and a weakened overall economy," Tierney
Plumb of the Washington Business Journal reports citing a
Bloomberg article.

Missed interest payments on some senior notes led to the Debtors'
previous bankruptcy filing in October 2002, notes Mr. Plumb.  Its
reorganization plan was confirmed in March 2003, according to Mr.
Plumb.

Upper Marlboro, Maryland-based Mattress Discounters--
http://www.mattressdiscounters.com/-- is a specialty mattress  
retailer in the U.S., which also makes and sells bedding products
such as box springs and foundations.  It carries Sealy, Simmons,
and Stearns & Foster brands, as well as private-label Factory
Direct mattresses, at its more than 140 stores in seven states,
including 50 franchised stores in California.  Founded in 1978, it
is a pioneer of the "specialty sleep shop" mattress retailing
concept.

C. Kevin Cobbe, Esq., at DLA Piper, LLP represents the Debtors in
their restructuring efforts.  The lead debtor listed assets of
between $10,000,000 and $50,000,000 and debts of between
$10,000,000 and $50,000,000 at the time of filing.


MATTRESS DISCOUNTERS: Case Summary & 30 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Mattress Discounters Corporation
        9822 Fallard Court
        Upper Marlboro, MD 20772

Bankruptcy Case No.:  08-21642

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
Mattress Discounters Corporation East           08-21644

Type of Business: The Debtors are specialty mattress retailers.

Chapter 11 Petition Date: September 10, 2008

Court: District of Maryland (Greenbelt)

Debtor's Counsel: C. Kevin Kobbe, Esq.
                  kevin.kobbe@dlapiper.com
                  DLA Piper LLP (US)
                  The Marbury Building, 6225 Smith Ave.
                  Baltimore, MD 21209-3600
                  Tel: (410) 580-3000
                  Fax: (410) 580-3001

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's list of its 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Simmons Co.                      Trade Debt        $4,157,934
One Concourse Parkway, Ste. 800
Atlanta, GA 30328

Temper-Pedic Int'l. Inc.         Trade Debt          $862,202
1713 Jaggie Fox Way
Lexington, KY 40511

Sealy Mattress Co.               Trade Debt          $753,240
70-81 Industrial Park
R.R. 3 Box 1100
Williamsport, MD 21795

Comfort Solutions by             Trade Debt          $623,136
King Koil       
1112 Kingwood Ave.
Norfolk, VA 23502

Leggett & Platt Inc.             Trade Debt          $401,950
Drawer CS 198747
Atlanta, GA 30384-8747

Fashion Bed Group                Trade Debt
$238,445            

Protect-A-Bed                    Trade Debt          $215,888

MFS Mattress LLC                  Landlord           $203,060

Leggett & Platt Inc.              Trade Debt         $168,285

Knickerbocker Bed Co.             Trade Debt         $162,259

Destination Marketing             Advertising        $122,180

Flexible Foam Products Inc.       Trade Debt         $118,554

WASH-FM                           Advertising         $99,607

WTOP AM/FM                        Advertising         $91,104

WROX-FM                           Advertising         $85,871

Washington Post                   Advertising         $84,778

WBMX-FM                           Advertising         $79,539

WMJX                              Advertising         $74,911

WWDC-FM                           Advertising         $74,202

WKYS-FM                           Advertising         $70,948

Congressional Village Assoc.      Landlord            $69,864

WMMJ-FM 102.03                    Trade Debt          $69,412

JIH Realty LLC                    Landlord            $64,749

WPGC-FM                           Advertising         $63,304

Arent Fox PLLC                    Legal Fees          $61,836

Pacific Coast Feather Co.         Trade Debt          $61,603

C.C. Becxk & Son Inc.             Trade Debt          $57,432

Purnell Furniture Services Inc.   Trade Debt          $54,846

Salt Pond Corp.                   Landlord            $54,740

WMZQ-FM                           Advertising          $52,093


MEDIACOM BROADBAND: Moody's Affirms B1 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family and
probability-of-default ratings for Mediacom Communications
Corporation and the existing ratings at the Company's wholly-owned
subsidiaries, Mediacom Broadband LLC and Mediacom LLC.  The
ratings affirmation followed Mediacom's announcement on Sept. 8,
2008, that the company has entered into a definitive agreement to
repurchase all of Mediacom's Class A common stock owned by an
affiliate of Morris Communications Company, LLC.  As part of the
transaction, Mediacom will exchange 100% of the shares of stock of
a newly created subsidiary, which will hold cable systems serving
approximately 25,000 subscribers and $110 million of cash, for
28.3 million shares of the company's Class A stock held by the
Morris affiliate equaling about 30% of the outstanding common
stock.  The ratings outlook remains stable.

Moody's estimates the proposed transaction will modestly increase
Mediacom's leverage from 6.7x to 7.0x (LTM 2Q 2008, Moody's
adjusted).  The rating agency believes that Mediacom continues to
be weakly positioned within its B1 corporate family rating and the
proposed transaction will postpone deleveraging to below 6.0x by
two or three quarters beyond year-end 2009, as previously
anticipated.  However, the negative credit impact is somewhat
mitigated by Mediacom's better-than-expected recent operating
performance, particularly the reversing trend in subscriber losses
(the Company now expects to end 2008 with a much improved basic
subscriber trend compared to 4.1% basic subscriber loss in 2007).
Mediacom expects 7%-to-8% in revenue growth and 8.5%-to-9.5% in
adjusted OIBDA growth in fiscal 2008, driven by increasing
penetration of advanced services and resulting strong ARPU growth,
which compares to approximately 7% and 4% in year-over-year
increase in revenue and OIBDA for 2007, respectively.  In
addition, the company has a good liquidity profile (SGL-2) which
it further enhanced in May 2008 by raising $350 million in bank
debt and using the proceeds to pay revolver outstandings, freeing-
up the borrowing capacity under the revolver.  Nonetheless, going
forward, Moody's believes that a departure from its deleveraging
trend due to any unanticipated shareholder-friendly transactions
or deteriorating operating performance will likely lead to
negative rating pressure.

Moody's has taken these rating actions:

Mediacom Communications Corporation

   -- Corporate Family Rating -- Affirmed B1

   -- Probability-of-Default Rating -- Affirmed B1

   -- Speculative Grade Liquidity Rating -- Affirmed SGL-2

Mediacom Broadband LLC

   -- $350mm Sr Sec Term Loan E due 2016 -- Affirmed Ba3 (LGD3
      -- 35%)

   -- $650mm Sr Sec Revolving Credit Facility -- Affirmed Ba3
      (LGD3 -- 35%)

   -- $300mm Sr Sec Term Loan A -- Affirmed Ba3 (LGD3 -- 35%)

   -- $800mm Sr Sec Term Loan D -- Ba3 (LGD3 -- 35%)

   -- $500mm (combined) 8-1/2% Sr Notes -- Affirmed B3 (LGD5 --
      88%)

   -- Rating Outlook -- Stable

Mediacom LLC

   -- $400mm Sr Sec Revolving Credit Facility -- Affirmed Ba3
      (LGD3 - 35%)

   -- $200mm Sr Sec Term Loan A -- Affirmed Ba3 (LGD3 - 35%)

   -- $650mm Sr Sec Term Loan C -- Affirmed Ba3 (LGD3 - 35%)

   -- $125 mm 7-7/8% Sr Notes -- Affirmed B3 (LGD5 - 88%)

   -- $500 mm 9-1/2% Sr Notes -- Affirmed B3 (LGD5 - 88%)

   -- Rating Outlook -- Stable

The B1 corporate family rating reflects Mediacom's high financial
leverage and moderate coverage levels, negative free cash flow and
weaker operating performance relative to higher-rated cable
operators (as evidenced in lower revenues/home passed), which may
be further challenged by heightened competition in future periods.
These risks continue to be mitigated by the Company's good
liquidity profile (with modest intermediate-term debt maturities
and large availability under all committed lines of credit, offset
by the still cash absorptive nature of the business), prospects
for further growth and operating improvements, and moderate
perceived loan-to-value.

For additional information, investors should refer to more
expansive published research that can be found on Moodys.com.

Headquartered in Middletown, New York, Mediacom Communications
Corporation is a domestic multiple system cable operator serving
approximately 1.3 million basic video subscribers in mostly rural
and ex-urban markets.  Mediacom generated $1.35 billion in
revenues in the LTM 2Q 2008 period.


MOHAWK MARKETING: Wants Bid Procedures for Sale of Asset Approved
-----------------------------------------------------------------
Mohawk Marketing Corp. asks the Hon. Stephen C. St. John of
the United States Bankruptcy Court for the Eastern District of
Virginia to approve proposed bidding procedures for the sale of
its asset, free and clear of liens and interests.

On Aug. 26, 2008, Gordon Brothers Group LLC agreed to purchase the
Debtor's assets for $1,800,549, which is 26.58% of cost value of
the inventory, payable at closing, less:

   a) $250,000 deposited by Gordon Brothers at closing in escrow
      with Wilmington Trust, as escrow agent; and

   b) the deposit, plus the sale premium at 12.5% of the net
      proceeds received by Gordon Brothers from the disposition
      of the Debtor's assets, as adjusted in  with Section 2.03.

Bids were due Sept. 10, 2008, at 5:00 p.m., Eastern Standard Time.  
The auction is set Sept. 12, 2008, at 10:00 a.m. at the offices of
Marcus, Crowley & Liberatore, P.C. in Chesapeake, Virginia.

To participate in the public auction, bidders are required to
submit their offers including a good faith deposit of 5% of the
proposed qualifying initial overbid.

Gordon Brothers will be paid $35,000 break-up fee in the event
the Debtor consummates the sale to another party.

The sale is expected to close by Sept. 20, 2008.

As part of the transaction, Gordon Brothers will pay the Debtor
on a pro rata basis $18,000 per month as reimbursement of actual
occupancy expenses.

The asset up for sale is located at 2873 Crusader Circle in
Virginia Beach, Virgina.

A full-text copy of the Debtor and Gordon Brothers' Asset
Purchase Agreement dated Aug. 26, 2008, is available for free at:

               http://ResearchArchives.com/t/s?31e4

Headquartered in Virginia Beach, Virginia, Mohawk
Marketing Corp. fka Mohawk Marketing Acquisition Co. --
http://www.mohawkmarketing.com/-- provides marketing
and distribution services.  The company filed for Chapter 11
protection on Aug. 3, 2008 (Bankr. E.D. Va. Case No. 08-72568).
Karen M. Crowley, Esq., at Marcus, Crowley & Liberatore, P.C.,
represents the Debtor in its restructuring efforts.  The U.S.
Trustee for Region 4 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  Christopher A. Jones, Esq., and
William S. McMahon, Esq., at Whiteford Taylor & Preston, LLP,
represent the Committee in this case.  When it filed for
protection from its creditors, it listed assets between $1 million
and $10 million, and debts between $10 million and $50 million.


MOVIE GALLERY: Seeking to Convert Up to $205MM Debt into Equity
---------------------------------------------------------------
Movie Gallery Inc. disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission Tuesday that the company and
Sopris Capital Advisors are seeking to convert up to $205 million,
but not less than $130 million, of first lien debt into common
stock.  Under the terms of the agreement, Sopris would receive
Gallery common stock valued at $10 per share.

The proposed transaction would be subject to a number of
conditions, including the execution of mutually agreeable
definitive documentation containing customary representations and
warranties and closing conditions and the approval of the Audit
Committee and the Board of Directors of the company.  In addition,
on the date of the conversion, there should be no default or event
of default in the company's First Lien Credit and Guaranty
Agreemnt between the lenders and the company.

Assuming all conditions of closing are satisfied and subject to
the foregoing, the transaction is expected to close on or about
Oct. 6, 2008.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a video rental company with  
approximately 3,300 stores located in all 50 U.S. states and
Canada operating under the brands Movie Gallery, Hollywood Video
and Game Crazy.  The company and its debtor-affiliates filed for
Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos.
07-33849 to 07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq.,
and Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors as counsel.  Michael A. Condyles, Esq., and Peter J.
Barrett, Esq., at Kutak Rock LLP, are the Debtors' local counsel.  
When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008.  


MYLAN INC: Moody's Lifts Ratings on Senior Secured Bank to B1
-------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
of Mylan Inc.  At the same time, Moody's upgraded Mylan's senior
secured bank ratings to Ba3 from B1.  Following these rating
actions, the rating outlook remains stable.

Moody's last previous rating action on Mylan was a downgrade in
the Corporate Family Rating to B1 from Ba1 on Nov. 15, 2007,
concurrent with the assignment of B1 ratings to Mylan's new senior
secured credit facilities.

The rating actions follow two announcements by Mylan that Moody's
believes have both negative and positive implications for Mylan's
credit profile.  First, Mylan announced that it does not expect to
sell its Dey Pharmaceuticals division, following a review of
strategic alternatives for Dey announced in February 2008.  
Moody's views this decision negatively, since proceeds from a sale
of Dey could have been used for immediate debt repayment.  Moody's
believes that Mylan may be challenged in improving the long term
prospects for Dey, which remains reliant on substantially growing
the Perforomist franchise.

Second, Mylan announced that it is issuing new senior unsecured
convertible debt of approximately $400 million and that net
proceeds will be used to repay senior secured bank debt.  A
reduction in senior secured debt will improve the cushion under
Mylan's financial covenants.  In addition, the combination of
lower secured debt and additional loss absorption provided by the
new convertibles results in lower expected loss for the remaining
secured creditors.  Based on Moody's Loss Given Default
methodology, this change in Mylan's capital structure results in
an upgrade of the senior secured credit facilities to Ba3 (LGD3,
38%) from B1 (LGD3, 41%).

Mylan's B1 ratings reflects: (1) its size and scale in the global
generics business; (2) its position in European generics, which
continues to exhibit good growth; and (3) our view that the
rationale for Mylan's acquisitions of Merck Generics and API
supplier Matrix Laboratories in 2007 remains strategically sound.

The rating outlook is stable, reflecting Moody's expectations that
Mylan will improve its CFO/Debt and FCF/Debt ratios to levels more
reflective of Moody's "B" range for pharmaceutical companies, i.e.
CFO/Debt of 5% to 15%, and FCF/Debt of 0% to 10%.  Upward rating
pressure is currently unlikely because Mylan's cash flow since the
acquisition of Merck Generics have lagged Moody's initial
expectations due to higher expenses necessary to achieve
synergies, pricing pressure in Mylan's U.S. generics business, and
significant working capital usage.  Downward rating pressure could
occur if Mylan encounters any further operating challenges that
hinder cash flow improvement.

Ratings affirmed:

   -- Corporate Family Rating at B1

   -- Probability of Default Rating at B1

   -- Speculative Grade Liquidity Rating at SGL-2

Ratings upgraded:

   -- Senior secured revolving credit facility of $750 million due
      2013 to Ba3 (LGD3, 38%) from B1 (LGD3, 43%)

   -- Senior secured U.S. Term Loan A due 2013 to Ba3 (LGD3, 38%)
      from B1 (LGD3, 43%)

   -- Senior secured U.S. Term Loan B due 2014 to Ba3 (LGD3, 38%)
      from B1 (LGD3, 43%)

   -- Senior secured Euro Term Loan B due 2014 to Ba3 (LGD3, 38%)
      from B1 (LGD3, 43%)

Rating assigned:

   -- Senior secured Euro Term Loan A due 2013 at Ba3 (LGD3, 38%)

A rating is being assigned to the Euro Term Loan A, a tranche of
the Mylan's credit agreement that became effective with the
amendment of Mylan's credit facilities on December 20, 2007
subsequent to Moody's initially assignment of ratings to the
credit facility on November 15, 2007.

Moody's does not rate Mylan's convertible notes of $600 million
due 2012, Mylan's mandatory convertible preferred stock due 2010,
or the new convertible notes due 2015.

Headquartered in Canonsburg, Pennsylvania, Mylan Inc. is a
specialty pharmaceutical company. For the six-months ended
June 30, 2008 Mylan reported total revenue of approximately
$2.3 billion.


MYLAN INC: S&P Rates $400 Mil. Senior Unsecured Notes 'B+'
----------------------------------------------------------
Standard &Poor's Ratings Services said it assigned its 'B+' senior
unsecured debt rating to generic drug maker Mylan Inc.'s $400
million senior unsecured convertible notes due 2015 (one notch
lower than the corporate credit rating on the company). The issue
was assigned a '5' recovery rating indicating the expectation for
modest (10%-30%) recovery in the event of a payment default.

At the same time, Standard & Poor's affirmed all of its other
ratings on Mylan. The outlook remains stable.

"The ratings on Canonsburg, Pa.-based Mylan Inc. reflect the
company's highly leveraged financial risk profile and management's
challenges in integrating and running a much larger,
internationally diverse company after its acquisition of Merck
KGaA's generics business," said Standard & Poor's credit analyst
Arthur Wong. "These factors are offset partly by Mylan's size
in the generics market, the positive fundamentals of the generic
drug industry, and Standard & Poor's belief that debt will
steadily decline, given management's history of financial
conservatism."

Mylan is the third-largest generic drug company in the world in
sales, following the approximately $6.9 billion acquisition of the
generics business of Merck KGaA in October 2007. The acquisition
gave Mylan much-needed size and scale, to better leverage its
manufacturing infrastructure and lower manufacturing costs, which
is critical in the highly competitive generic drug industry. It
also deepened Mylan's product pipeline and expanded its product
offering to more than 570 products and dosages in a wide range of
therapeutic areas, making the company a more attractive supplier
to the large U.S.-based drug wholesalers and pharmacy chains,
which want to deal with fewer suppliers.

The acquisition also gave Mylan an entry into the large European
and Asian generic drug markets, where generic drug use is much
lower but is expected to grow faster over the longer term. The
generic share of prescriptions is in the middle- to low-teens area
in several major European markets, compared with more than 60% in
the U.S.

Mylan is well positioned to benefit from the growing generic drug
market, which S&P expects will continue to grow over the longer
term, given the increasing focus on health care cost control, the
implementation of Medicare Part D, and the still-large number of
branded products losing patent protection between 2010 and 2012.
Mylan has one of the larger product pipelines in the industry and
the company is increasingly focusing on harder-to-manufacture
generic drugs, such as oral dose-controlled release and
transdermal patch technologies that offer some barriers to entry.

Mylan recently entered into an agreement with Famy Care to
potentially launch 22 generic oral contraceptives, a relatively
high margin segment of the generic drug industry. Mylan also
recently announced that it is keeping its specialty pharmaceutical
business, Dey, acquired as part of the Merck KGaA generics
transaction. While the division has the potential to generate high
margins, the restructuring of the underperforming business is
still ongoing.

Integration risk remains a concern, as the acquisition of Merck
KGaA's generic business more than doubled Mylan's size and
represents the company's first significant foray into the overseas
generic drug market. Mylan now has operations in more than 90
countries. S&P's concerns partly are mitigated by Mylan's past
solid operational performance, successful recent integration of
India-based generic drug maker Matrix Laboratories, and the
retention of key managers from Merck KGaA's generic drug business.

However, debt leverage, at an estimated 6x, is high, and cash flow
measures, with funds from operations (FFO) to debt in the low
teens, are relatively weak for the ratings. Operating margins at
20% are also low for a leading generic drug company, which
typically has margins in the 30% area.

Merck KGaA's generic business generated a lower margin than
Mylan's because of its heavy exposure to the lower-margin European
generics market. S&P expects margins will increase steadily over
time, as synergies are realized and Mylan increasingly leverages
its vertically integrated manufacturing infrastructure
over a much larger sales base.

Mylan's liquidity is adequate. As of June 30, 2008, the company
had nearly $480 million of cash and investments, and $450 million
available under its $750 million revolving credit facility
maturing in 2013. Proceeds from the proposed convertible offering
will be used to refinance existing senior secured debt, including
outstanding amounts under its revolving credit facility.

The outlook is stable. Mylan's credit metrics are somewhat weak
for the ratings, but the ratings are supported by management's
solid operating track record, Mylan's satisfactory position in the
growing worldwide generic drug industry, and S&P's belief that
Mylan will aggressively repay debt with its solid free cash flow.
S&P would begin to consider a positive outlook and/or a higher
rating when debt consistently remains at less than 4.2x and the
company has effectively integrated its acquired operations.
However, S&P would consider a negative outlook and/or a lower
rating if the company experiences unforeseen operational setbacks
and/or debt climbs to significantly more


NATURADE INC: Board Picks Two Members Referred by Creditors' Panel
-----------------------------------------------------------------
The board of directors of Naturade Inc., under the Plan and at the
request of the Official Committee of unsecured Creditors in the
Debtor's Chapter 11 case, has appointed Michael L. Joncich, the
Plan Agent, and Robert A. Davies, a member of the Committee, to
the company's board.

Mr. Joncich is manager of the Adjustment Bureau of CMA Business
Credit Services, a California non-profit company that has provided
fiduciary services to the insolvency community for more than
100 years. Mr. Joncich has worked for bankruptcy trustees and
receivers.  He supervises CMA's administration of general
assignments, out-of-court workouts and bankruptcy cases in which
CMA serves as trustee or disbursing agent.

Mr. Davies is a senior level executive with twenty years
experience raising capital, completing acquisitions and improving
operating results and directed the rapid growth of companies from
start-up to leading positions in their industries.  Mr. Davies has
been president and chief executive officer of Advanced Protein
Systems, a senior vice president and chief financial officer of
Spectrum International Holdings, Favorite Brands International,
and executive vice president marketing and administration of
Golden Cheese Company of California among his many positions.

Mr. Joncich and Mr. Davies will serve on the company's board as
representatives of the Committee for as long as the company is
under the Plan.

                       About Naturade Inc.

Headquartered in Anaheim, California, Naturade Inc. (OTC BB:
NRDCQ) -- http://www.naturade.com/-- is a branded nutraceuticals   
marketing company.  The company's products include low
carbohydrate, high protein powders, nutritional supplements, joint
health and arthritis pain relief products, and soy protein based
powders.  Its products are sold to the health food and mass market
channels through distributors and directly to retailers in the
United States and overseas.

On Aug. 31, 2006, the company filed a voluntary petition to
reorganize its business under Chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court for the Central District of
California.  On Oct. 30, 2007, the Court confirmed the Debtor's
Fifth Amended Joint Plan of Reorganization.  The Plan of
Reorganization became effective and the Debtor emerged from
bankruptcy protection on Nov. 9, 2007.

                      Going Concern Doubt

Haskell & White LLP, in Irvine, California, expressed substantial
doubt about Naturade Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements  
for the period from Jan. 1, 2007, to Nov. 8, 2007 (Predecessor
Company) and the period from Nov. 9, 2007, to Dec. 31, 2007
(Successor Company).  The auditing firm pointed to the company's
recurring losses from operations, net working capital deficit and
recent Chapter 11 bankruptcy filing.


NCI BUILDING: Moody's Assigns Ba1 Rating on $380MM Debt Facilities
------------------------------------------------------------------
Moody's Investors Service assigned Ba1 rating to NCI Building
Systems Inc.'s new senior secured credit facilities in an
aggregate amount of $380 million, consisting of $100 million
revolver, $100 million term loan, and $180 million of delayed draw
term loan.  In the same rating action Moody's affirmed NCI's Ba2
corporate family rating, Ba2 probability of default rating, and
stable outlook.  The new credit facilities are being organized to
refinance existing credit facilities, senior subordinated
convertible notes due 2024, and for general corporate purposes.
The new revolving credit facility and term loan facility mature in
5 years and 6 years, respectively.  Ratings on the existing
facilities will be withdrawn upon closing of the transaction.

The affirmation of NCI's Ba2 corporate family rating reflects the
company's strong cash flow generation; its leading industry
position in various niches of the metal building and products
markets; its geographic and product diversity; the mix of new
construction, repair, retrofit, and other end markets; and NCI's
comfortable liquidity position, enhanced by extended debt maturity
profile.  The rating is constrained by the cyclicality of
nonresidential construction; potential for slowing demand as the
U.S. economy remains weak; acquisition related debt; the company's
reliance on steel as its primary raw material and cost volatility
associated with it.

Stable rating outlook reflects Moody's expectation that NCI will
continue generating strong cash flow and apply it towards debt
reduction; exercise capital structure discipline as additional
acquisition opportunities surface; and be able to continue
managing effectively both its supply and cost structure with
respect to steel.

Assignments:

Issuer: NCI Building Systems, Inc.

   -- Senior Secured Bank Credit Facility, Assigned Ba1

   -- Senior Secured Bank Credit Facility, Assigned Ba1

NCI, headquartered in Houston, Texas, is North America's largest
integrated provider of metal coil coating, metal components and
engineered building systems.  The company serves the Commercial,
Industrial, Institutional, Rural and Agricultural market segments.
In the LTM period ending July 27, 2008, NCI generated
approximately $1.72 billion in revenue.


NEW YORK RACING: Wants Settlement with New York State Approved
--------------------------------------------------------------
New York Racing Association, Inc., asked the Hon. James Peck of
the U.S. Bankruptcy Court for the Southern District of New York to
approve its settlement with New York State, even though the
agreement has not been fully documented, saying that if it fails  
to emerge from bankruptcy by Sept. 15, it will have to pay
$4.0 million to the Pension Benefit Guaranty Corp.  

NYRA's plan to reorganize, approved by the Court April 28, cannot
be implemented without the Court's approval of the settlement.  

Under the Chapter 11 reorganization, New York State agreed to
provide NYRA with $105 million, the repayment of which will come
from revenue from video-lottery terminals at the tracks.  Of the
said amount, $75 million will cover NYRA's bankruptcy claims and
$30 million will go toward operating costs.

As disclosed in the Troubled Company Reporter on Aug. 14, 2008,
NYRA had pushed back its exit from Chapter 11 bankruptcy to Sept.
2, 2008, as it seeks for a video-lottery operator for its Aqueduct
track.  NYRA was expected to emerge on June 30, 2008, but it
postponed its emergence until July 31, 2008, while it made
improvements to the approved franchise that permits NYRA to
operate horse races for 25 years.

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed assets of
$153 million and debts of $310 million.


NOMURA ASSET: Moody's Publishes Insured Notes Underlying Ratings
----------------------------------------------------------------
Moody's Investors Service has published the underlying ratings on
the following insured notes, and has taken action on certain of
these tranches accordingly.  The ratings of these insured notes
were previously derived from public ratings on non-sequential pari
passu (i.e. at the same level of seniority) or more junior
uninsured tranches of the same deals.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  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 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: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-1

   -- Class Description: Cl. I-A-3

   -- Current Rating: Aaa, On Review for Possible Downgrade

   -- Financial Guarantor: Financial Security Assurance Inc.
      (currently Aaa, On Review for Possible Downgrade)

   -- Underlying Rating: Ba1

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-1

   -- Class Description: Cl. I-A-4

   -- Current Rating: Aaa, On Review for Possible Downgrade

   -- Financial Guarantor: Financial Security Assurance Inc.
     (currently Aaa, On Review for Possible Downgrade)

   -- Underlying Rating: Ba2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-1

   -- Class Description: Cl. I-A-5

   -- Current Rating: Aaa, On Review for Possible Downgrade

   -- Financial Guarantor: Financial Security Assurance Inc.
      (currently Aaa, On Review for Possible Downgrade)

   -- Underlying Rating: Ba2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-1

   -- Class Description: Cl. I-A-6

   -- Current Rating: Aaa, On Review for Possible Downgrade

   -- Financial Guarantor: Financial Security Assurance Inc.
      (currently Aaa, On Review for Possible Downgrade)

   -- Underlying Rating: Ba2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-1

   -- Class Description: Cl. II-A-M

   -- Current Rating: Downgraded to Aa3 from Aaa

   -- Financial Guarantor: Ambac Assurance Corporation (currently
      Aa3, Negative Outlook)

   -- Underlying Rating: Caa1

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-3

   -- Class Description: Cl. A-1

   -- Current Rating: Aa3

   -- Financial Guarantor: Ambac Assurance Corporation (currently
      Aa3, Negative Outlook)

   -- Underlying Rating: B3

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-3

   -- Class Description: Cl. A-2

   -- Current Rating: Aa3

   -- Financial Guarantor: Ambac Assurance Corporation (currently
      Aa3, Negative Outlook)

   -- Underlying Rating: Caa2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-3

   -- Class Description: Cl. A-3

   -- Current Rating: Aa3

   -- Financial Guarantor: Ambac Assurance Corporation (currently
      Aa3, Negative Outlook)

   -- Underlying Rating: Caa2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-3

   -- Class Description: Cl. A-4

   -- Current Rating: Aa3

   -- Financial Guarantor: Ambac Assurance Corporation (currently
      Aa3, Negative Outlook)

   -- Underlying Rating: Caa1


NOMURA ASSET: Moody's Assigns Ca Underlying Rating on Cl. A Notes
-----------------------------------------------------------------
Moody's Investors Service takes action on notes that are
guaranteed by the financial guarantor.  The underlying ratings
were previously derived from published ratings on other tranches
of the same transaction.  The ratings on securities that are
guaranteed or "wrapped" by a financial guarantor is the higher of
a) the rating of the guarantor or b) the published underlying
rating.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The current ratings on the
below notes are consistent with Moody's practice of rating insured
securities at the higher of the guarantor's insurance financial
strength rating and any underlying rating that is public.

Complete rating actions are:

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

   -- Class Description: Cl. A

      -- Current Rating: B2 (under review for possible upgrade)

      -- Financial Guarantor: Syncora Guarantee Inc. (B2, under
         review for possible upgrade)

      -- Underlying Rating: Ca


ORION 2006-1: Fitch Cuts Ratings on Four Classes of Notes to CC
---------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative four classes of notes issued by Orion 2006-1, Ltd./LLC
(Orion 2006-1).  Theese rating actions are effective immediately:

     -- $98,500,000 class A notes to 'CC' from 'BB-';
     -- $81,000,000 class B notes to 'CC' from 'B';
     -- $77,000,000 class C notes to 'CC' from 'CCC';
     -- $30,607,874 class D notes to 'CC' from 'CCC-'.

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

Orion 2006-1 is a hybrid cash and synthetic SF CDO that closed on
May 25, 2006 and is managed by NIBC Credit Management, Inc.  
Currently, 90.4% of the portfolio is comprised of 2005, 2006 and
2007 vintage subprime RMBS, and 4.2% consists of 2005 and 2006
vintage U.S. SF CDOs.  The remaining 5.4% of the portfolio
consists of various structured finance assets.

Since Fitch's last rating action on Nov. 21, 2007, approximately
81.4% of the portfolio has been downgraded, with 8.9% of the
portfolio currently on Rating Watch Negative.  Additionally, 90.5%
of the portfolio is now rated below investment grade, including
68.4% of the portfolio rated 'CCC+' or below.

The collateral deterioration has caused all of the
overcollateralization (OC) ratios to fall below 100% and fail
their respective tests.  As of the trustee report dated July 27,
2008, the class A/B OC ratio was 56.4%, the class C OC ratio was
52.7%, and the class D OC ratio was 51.4%.  However, Orion
2006-1's payment waterfalls do not stipulate redirection of cash
flow upon coverage test failures until December 2010.  As a
result, interest proceeds continue to be used to make sequential
interest payments to all classes of notes to the extent these
proceeds are available, rather than diverting proceeds from junior
notes in order to reduce the notional balance of the unrated super
senior swap.  At the Aug. 11, 2008 payment date, interest proceeds
were sufficient to make full interest payments to the super senior
swap and the classes A, B, and C notes.  The class D notes
received partial interest from the interest waterfall.  The
remaining interest due on the class D notes was made up from
principal proceeds, a situation which further reduces credit
enhancement available to the notes.

Due to the lack of structural protection to the senior notes in
the payment waterfalls, and the severity of the collateral
deterioration in the portfolio, Fitch projects that the class A
notes will suffer a significant, or complete, principal shortfall
in the future, and all other rated notes will experience complete
principal shortfalls.

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date.  Fitch
will continue to monitor and review this transaction for future
rating adjustments.  Additional transaction information and
historical data are available on the Fitch Ratings web site at
www.fitchratings.com.

The ratings on the classes A and B notes address the timely
receipt of scheduled interest payments and the ultimate receipt of
principal as per the transaction's governing documents.  The
ratings on the classes C and D notes address the ultimate receipt
of interest payments and ultimate receipt of principal as per the
transaction's governing documents.


PANOLAM INDUSTRIES: S&P Puts 'B' Corporate Credit on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Panolam Industries
International Inc. on CreditWatch with negative implications.

"The CreditWatch listing reflects our increasing concerns about
the impact that the ongoing housing downturn, weakening commercial
construction activity, inflation, and competitive pressures may
have on the company's operating performance over the next several
quarters," said Standard & Poor's credit analyst Pamela Rice.

Panolam's credit measures are likely to weaken during this period,
narrowing the cushion under its bank facility covenants over the
next several quarters. In addition, the company's debt to EBITDA
covenant steps down to 4.5x for the first quarter of 2009 and
interest coverage steps up to 2.25x at that time. The actual
leverage covenant ratio at June 30, 2008, was 4.62x. A weakening
operating performance could result in a deterioration of the
cushion relative to covenants and could constrain access to
Panolam's $30 million revolving credit facility, which had about
$21 million available on June 30, 2008.

In resolving the CreditWatch listing, S&P will discuss with
management its plans to address any potential near- to
intermediate-term liquidity constraints caused by the covenant
changes given the difficult operating and credit market conditions
that are likely to continue during this period.


PAUL SCHAEFER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Paul Schaefer Properties, LLC
        P.O. Box 559
        Brookline, NH 03033

Bankruptcy Case No.: 08-12613

Chapter 11 Petition Date: September 10, 2008

Court: District of New Hampshire (Manchester)

Debtor's Counsel: William S. Gannon, Esq.
                  bgannon@gannonlawfirm.com
                  William S. Gannon PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830

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/nhb08-12613.pdf


POKAGON GAMING: Moody's Lowers Senior Note Rating to B2 From B3
---------------------------------------------------------------
Moody's Investors Service upgraded Pokagon Gaming Authority's
corporate family rating, probability of default rating and senior
note rating to B2 from B3, based on the successful ramp-up of Four
Winds Casino Resort and the continuous improvement of the
Authority's financial profile. The rating outlook is stable.

Since its opening in August 2007, the ramp-up of Four Winds Casino
Resort has been in line with Moody's expectations, as market share
gains have so far offset the likely negative impact of the
weakening economy.  Strong demographics in Pokagon's primary
market together with an active marketing of the under-served
southeast area of the facility mitigated high gas prices and
declining real income in the first half of 2008.  Additionally,
Pokagon's financial profile has improved through the combination
of debt reduction and higher EBITDA contribution, and solidly
positioned the Authority in the B2 rating category as of June 30,
2008.

The stable outlook reflects the expectation that total debt/EBITDA
and EBITDA/interest will remain solid in the near to intermediate
term, although rising competitive challenges including the
expansion of riverboats in Indiana and the opening of a new Indian
land-based casino north east of Four Winds Casino Resort, might
result in a degree of negative pressures on EBITDA.  In Moody's
opinion, the planned mandatory debt repayments allowed by positive
free cash flow are expected to support the Authority's financial
metrics.  While they are likely to increase, the distributions to
the tribe are restricted by the notes indenture and should not
compromise the payment of Pokagon's debt service obligations.
Additionally, the rating outlook does not incorporate major
negative implications for the resolution of the dispute with the
State of Michigan regarding the payment of exclusivity fees.

Moody's most recent rating action on the Authority occurred on
August 17, 2007, when the outlook was revised to positive from
stable.

Ratings upgraded to B2 from B3:

   -- Corporate Family Rating

   -- Probability of Default Rating

   -- 10.375% Senior Notes Rating (LGD assessment revised to
      LGD3/49% from LGD3/46%)

Pokagon is an unincorporated instrumentality of the Pokagon Band
of Potawatomi Indians, a federally-recognized Indian tribe with
approximately 3,100 enrolled members.  The Authority operates Four
Winds Casino Resort in New Buffalo, Michigan.


PRB ENERGY: Court Approves Amended Plan Support Deal with WCOF
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Colorado
approved on Sept. 2, 2008, PRB Energy Inc.'s entry into an Amended
Plan Support Agreement dated Aug. 5, 2008, with West Coast
Opportunity Fund, LLC.  WCOF is the holder of PRB's Senior Secured
Debentures that represent a senior secured claim of approximately
$18.7 million against PRB.

The agreement provides for the material terms of a restructuring
plan.  However, PRB Energy cannot assure that the Plan will
ultimately be adopted or consummated by PRB and WCOF or approved
by the Court.

                   Description of the Agreement

The Agreement provides that the Plan will:

   -- cancel all of PRB's currently outstanding common stock and
      that PRB will issue 15.0 million shares of new PRB common
      stock.  PRB will issue WCOF 13.5 million shares (90%) of New
      Equity and issue the holders of unsecured claims, on a pro
      rata basis, 1.5 million shares (10%) of New Equity.  The
      holders of PRB's senior subordinated convertible notes will
      be considered holders of unsecured claims.  Holders of the
      currently outstanding common stock are not expected to
      receive anything under the Plan.  The holders of the New
      Equity will have preemptive rights on any additional
      offerings of New Equity by PRB for three years following the
      consummation of the Plan.  Holders of unsecured claims will
      also receive, on a pro rata basis, warrants to acquire 1.0
      million shares of New Equity at $1.00 per share,

   -- continue as a public company and the New Equity will trade
      on the OTC Bulletin Board or a nationally recognized
      securities exchange.  The Agreement provides that within 15
      days of an order confirming the Plan, WCOF will loan PRB
      $1.5 million to pay certain post-petition claims and
      administrative fees.  Further, PRB Funding, LLC shall have
      the option to have its $275,000 post-petition claims paid in
      full or converted to New Equity at a conversion rate of
      $1.00 per share.  In addition, the Agreement provides that
      within 90 days of the confirmation of the Plan, WCOF will
      commit and guarantee to raise no less than $7.5 million for
      PRB through the offering and sale of New Equity by PRB.  
      This offering will be subject to the preemptive rights, and

   -- allow PRB Energy to have a new board of directors consisting
      of Gus Blass, William Hayworth, two representative appointed
      by WCOF and one chairman to be appointed unanimously by the
      other four board members.  Until Oct. 5, 2008, WCOF shall
      have the right to exclusive negotiations and the cooperation
      of PRB in pursuing confirmation of the Plan.

In addition, the Agreement provides that the Debentures held by
WCOF will remain outstanding following consummation of the Plan.  
The Debentures will be restructured to, among other things:

   -- reduce the principal amount by $1.75 million;

   -- extend the maturity date to Dec. 31, 2009 for
      $3.75 million in principal amount and Dec. 31, 2010 for
      $15 million in principal amount;

   -- reduce the interest rate to 10% per annum; and

   -- allow conversion of the Debentures into New Equity at a
      conversion price of $1.00 per share.

On Sept. 2, 2008, the Court also approved the Company's use of
cash collateral to maintain its operations through Oct. 8, 2008.

A full-text copy of the Amended Plan Support Agreement dated Aug.
5, 2008, between PRB Energy and West Coast is available for free
at http://ResearchArchives.com/t/s?31ec

                         About PRB Energy

Headquartered in Denver, PRB Energy Inc. fka PRB Gas
Transportation Inc. -- http://www.prbenergy.com/-- operates
as independent energy companies engaged in the acquisition,
exploitation, development and production of natural gas and
oil.  In addition, the company and its affiliates provide gas
gathering, processing and compression services for properties it
operates and for third-party producers.  They conduct business
activities in Wyoming, Colorado and Nebraska.  The Debtor filed
for chapter 11 protection on March 5, 2008 (Bankr. D. Co. Case No.
08-12658) together with two affiliates, PRB Oil & Gas Inc. (Case
No. 08-12661) and PRB Gathering Inc. (08-12663).  James T. Markus,
Esq., at Block, Markus & Williams LLC represents the Debtors in
their restructuring efforts.  The U.S. Trustee for Region 19 has
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  Daniel J. Garfield, Esq., at Brownstein Hyatt Farber
Schreck, P.C., represents the Committee in these cases.  Debtors
listed assets between $50 million and $100 million and
liabilities between $10 million and $50 million.


QUALITY HOME: Moody's Affirms B3 CFR After Facility Amendment
-------------------------------------------------------------
Moody's Investors Service affirmed Quality Home Brands' B3
corporate family rating following the recent amendment of its
senior credit facility and concurrent equity infusion from its
financial sponsors.  At the same time, Moody's affirmed the
company's 1st lien credit facility (term loan and revolver) at B2
and its 2nd lien term loan at Caa2, but downgraded the company's
probability of default rating to Caa1 from B3.  The rating outlook
remains negative.

"The affirmation of the corporate family rating reflects the
significant covenant cushion provided by the amendment of the
credit facility and equity contribution by its financial sponsors.
The affirmation also recognizes the significant financial support
given to the company by its financial sponsors at a time when the
housing market continues to deteriorate and the company's
operating performance is moderating" said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service.  The downgrade in the
probability of default rating reflects Moody's view that there is
a higher than average risk of default over the next 12 to 18
months, despite the covenant amendment, as both the housing market
and discretionary consumer spending continue to deteriorate, with
neither showing any meaningful signs of recovering in the near
term.

Despite the additional financial flexibility provided by the
amendment to the credit facility, the negative outlook reflects
Moody's view that the housing market and discretionary consumer
spending are likely to remain weak for the foreseeable future
resulting in additional strain on the company's operating
performance.  If the company's profitability continues to
deteriorate over the next couple of quarters, a downgrade is
likely.

These ratings were affirmed/assessments revised:

Corporate family rating at B3;

   -- $290 million 1st lien senior secured term loan at B2
      (LGD 2, 23% from LGD 3, 34%);

   -- $20 million 1st lien senior secured revolver to B2 (LGD 2,
      23% from LGD 3, 34%);

   -- $100 million 2nd lien at Caa2 (LGD 4, 61% from LGD 5, 83%);

This rating was downgraded:

   -- Probability of default rating to Caa1 from B3

Quality Home Brands Holdings, L.L.C. is a designer, manufacturer,
importer, and marketer of lighting fixtures headquartered in North
Carolina. Sales for the twelve months ended June 2008 approximated
$370 million.  On April 7, 2008, these ratings of Quality Home
Brands were downgraded: corporate family rating and probability of
default rating to B3 from B2; 1st lien (term loan and revolver)
rating to B2 from B1 and its 2nd lien rating to Caa2 from Caa1.
The outlook remained negative.


REAL MEX: Moody's Slashes Corporate Family Rating to Caa3
---------------------------------------------------------
Moody's Investors Service downgraded Cypress, California based
Real Mex Restaurants, Inc.'s (Real Mex) Corporate Family Rating to
Caa3 from Caa1, Probability of Default rating to Caa3 from Caa1
and its $105 million senior secured notes to B2 from B1.  Its
Speculative Liquidity rating remains SGL-4 and rating outlook
stays negative.

The downgrades reflect Moody's belief that the company's default
risk has increased since the previous rating action of March 6,
2008 when its CFR was downgraded to Caa1 with negative outlook, as
potential covenant violations are likely in the near term and the
refunding risk is looming large.  The financial covenants under
Real Mex's various credit agreements are very onerous presently
primarily due to their scheduled tightening and the company's
deteriorating operating performance and cash flow generation in
part driven by declining guest traffic and cost pressures.  
Moody's expects the company will likely face significant
challenges in meeting some of these covenants in the coming
quarters.  Further, the refunding risk is significant as the $40
million first lien senior secured facility will mature in January
2009.  The rating action also incorporates Moody's growing concern
on the sustainability of the company's current capital structure
and a potential need to restructure the balance sheet in the next
6-12 months.  Moody's believes that all the above risk factors,
could lead to a default in the near to intermediate term.

"Operationally, Real Mex remains as a leading regional player with
three established Mexican-themed concepts in the casual dining
sector ," commented Moody's analyst John Zhao, "Its leverage
including the holding company debt was inherently high post its
2006 recapitalization and has become unmanageable given the
prolonged challenges in its operating environment and the
difficult credit market."

The negative outlook reflects the company's near-term distress
arising from the onerous capital structure and covenants, as well
as the ongoing challenges in the current operating environment and
Real Mex's limited prospects for a near-term rebound in
performance.  The outlook also reflects concern regarding the
company's liquidity position as well as uncertainty surrounding
its capital structure.

The SGL-4 continues to reflect the company's weak liquidity
profile, highlighted by Moody's anticipation of continued weak
free cash flow and very tight cushion, if at all, under its
financial covenants of its senior secured and unsecured bank
credit agreements as well as the company's limited access to its
revolving credit facility.

Ratings downgraded with a negative outlook:

Real Mex Restaurants, Inc.

   -- Corporate Family Rating to Caa3 from Caa1

   -- Probability of Default Rating to Caa3 from Caa1

   -- $105 million senior secured notes to B2 (LGD2 -- 14%) from
      B1 (LG2-15%)

Real Mex Restaurants, Inc., headquartered in Cypress, California,
is a leading Mexican-themed restaurant chain operator that owns,
operates and franchises casual dining restaurants primarily under
the El Torito, Chevys Fresh Mex and Acapulco Mexican Restaurant
concepts.  At June 29, 2008, Real Mex operated 189 restaurants of
which 156 were located in California and the remainder were
located in 12 other states.  Total revenues for 12 months ending
June 29, 2008 were approximately $567 million.


REGENCY ENERGY: S&P Rates Corporate Credit 'BB-'; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Regency Energy Partners L.P. (REP). At the same
time, Standard & Poor's withdrew its 'BB-' corporate credit rating
on operating subsidiary Regency Gas Services L.P. (RGS). The
rating action properly assigns the corporate credit rating at
parent REP, given S&P's expectation that future rated debt issues
will occur at this entity and the absence of rated debt at RGS.
However, at the same time, S&P revised the outlook (which was
previously assigned to RGS) on REP to negative from stable. S&P
are not taking any action on the 'B' unsecured debt rating and '6'
recovery rating on REP's $357.5 million unsecured notes due 2013.

The outlook revision follows REP's announced plans to expand its
Regency Intrastate Gas System in northern Louisiana to bring
natural gas from the Haynesville Shale to market. While S&P
believes the project could benefit REP over the long term, by
adding geographic diversity to the asset portfolio and fee-based
revenue to the company's contract mix, S&P view that the
incremental debt required to partially finance the $1.1 billion
expansion will result in weaker financial metrics over the next 18
to 24 months. S&P also believe that there is some execution risk
related to completing the project on time and within budget, given
that REP has not managed a project of this size and scope.

Furthermore, S&P view credit quality of the shippers as somewhat
weak. Nevertheless, letters of intent for long-term transportation
agreements covering about 76% of capacity, and a construction
budget with a meaningful fixed cost component and conservative
contingency, partially mitigates S&P's concerns.


RELIANT ENERGY: Files Chapter 11 Plan and Disclosure Statement
--------------------------------------------------------------
Reliant Energy Channelview LP and its debtor-affiliates delivered
to the United States Bankruptcy Court for the District of Delaware
on Sept. 8, 2008, a joint Chapter 11 plan of liquidation and a
disclosure statement explaining the plan.

                       Overview of the Plan

The plan contemplates the liquidation of the Debtors' estate and
the distribution of the sale proceeds and any other remaining
assets to holders of allowed claims and equity interests.  The
plan further contemplates the appointment of a plan administrator
who will serve as the chief executive officer of the Debtors.

On April 8, 2008 , GIM Channelview Cogeneration, LLC, emerged as
the winning bidder during an auction.  Consequently, the Debtors
and GIM entered into an GIM asset purchase agreement, wherein GIM
did not provide for the assumption and assignment of the Second
Amended Restated Cash Flow Participation Agreement (CFPA) between
the Debtors and Equistar Chemicals LP.  The purchase price under
the GIM APA was $500 million.  The proceeds of the proposed GIM
APA were sufficient to pay all creditor claims in full and provide
a recovery to interest holders.

The next day, the Court ruled that the Debtors had satisfied the
standards for approval of the sale under Section 363 of the United
States Bankruptcy Code, and that the CFPA was not severable from
the other Equistar agreements to be assumes and assigned under the
GIM APA.  Thus, the Court's ruling regarding the CFPA jeopardized
the Debtors' ability to consummate the sale to GIM.

As the GIM APA did not contemplate the assumption and assignment
of the CFPA, the Debtors and Equistar attempted to reach an
agreement resolving their disputes with respect to the CFPA.  On
April 23, 2008, the Debtors asked the Court to appoint a Chapter
11 trustee but the Court decided to defer its decision on the
Trustee plea and directed the parties to mediate their dispute.  
On May 6, 2008, the Court entered an order defering motion of the
Debtors for entry of an order appointing a Chapter 11 trustee.  
The parties participated in the court-ordered mediation and
successfully resolved their disputes regarding the sale and the
CFPA.

On June 9, 2008, the Debtors asked the Court to approve the GIM
sale and a stipulation in connection with the sale.  The salient
terms of the stipulation are:

-- Upon closing of the sale, the CFPA will be deemed assume by
    the Debtors, but not assigned to GIM.  The acquired assets
    will be conveyed to GIM free and clear of any liens, claims
    under the CFPA;

-- The project agreements and the letter agreements will be
    assume and assigned under the sale order.

-- At closing, Equistar will receive certain payments and will be
    deemed to have terminated its interest under and waived all
    rights under the CFPA.

--  After closing, all available cash will be paid to Equistar
     and REI in the following ratios:

     a) available cash up to and including $71.7 million will be
        paid 80% to Equistar and 20$ to REI or its designees;

     b) available cash in excess of $71.7 million will be paid 60%
        to Equistar and 405 to REI or its designees;

     c) Any additional funds will be paid 12.5% to Equistar and
        87.5% to REI.

-- All obligations under the secured credit facility will be paid
    in full at closing.  Any obligations arising under the secured
    credit facility post-closing will be paid in full under the
    confirmed plan.

On June 9, 2008, the Court approved sale to GIM.  The closing of
the sale took place on July 1, 2008.

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

                 Treatment of Interests and Claims

                   Type                           Estimated
     Class         of Claims         Treatment    Recovery
     -----         ---------         ---------    ---------
     unclassified  administrative                 100%
                    claims

     unclassified  priority                       100%
                    claims

     unclassified  other priority                 100%
                    claims

     1             secured lender    unimpaired   100%
                    claims

     2             other secured     unimpaired   100%
                    claims

     3             general unsecured unimpaired   100%
                    claims

     4             intercompany      impaired     0%
                    claims

     5             equity interests  impaired     unknown

Class 5 holders of interests against the Debtors are entitled to
vote for the plan.

Holders of Class 1 secured lender claims will receive cash from
the sale proceeds to the prepetition agents in an amount necessary
to satisfy the allowed secured claims in full.

Each holders of Class 2 other secured claims will be paid in full
and final satisfaction of the allowed other secured claims
otherwise holders agrees to a different treatment, either:

   -- the collateral secured the allowed secured claims; or

   -- cash in an amount equal to the value of the collateral.

Holders of Class 3 general unsecured claims will receive the full
unpaid amount of the claims plus interest -- except, in accordance
wit the terms of the stipulation, allowed intercompany claims will
be paid without interests -- with respect to the claims from the
Debtors' bankruptcy filing to the plan's effective date, accruing
at the Federal Judgment Rate as of the Debtors' bankruptcy filing.

Class 4 intercompany claims will be canceled and holders will not
receive any distribution under the plan.

Holders of Class 5 equity interest, after the plan's effective
date, will receive all cash and rights, title and interest in any
other assets remaining in the Debtors' estates.  All cash
distributed to holders of equity interest will be subject to and
in accordance with the terms of the stipulation including any
payments required to be made to Equistar.

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

               http://ResearchArchives.com/t/s?31ef

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

               http://ResearchArchives.com/t/s?31f0

                 About Reliant Energy Channelview

Based in Houston, Reliant Energy Channelview L.P. owns a power
plant located near Houston, and is an indirect wholly owned
subsidiary of Reliant Energy Inc. -- http://www.reliant.com/--
The company and its three affiliates, Reliant Energy Channelview
(Texas) LLC, Reliant Energy Channelview (Delaware) LLC, and
Reliant Energy Services Channelview LLC filed for chapter 11
protection on Aug. 20, 2007 (Bankr. D. Del. Lead Case No.
07-11160).  Jason M. Madron, Esq., Lee E. Kaufman, Esq., Mark D.
Collins, Esq., Paul Noble Heath, Esq., Richards, Robert J. Stearn
Jr., Esq., at Layton & Finger P.A., and Timothy P. Cairns,
Pachulski Stang Ziehl & Jones represent the Debtors.  The U.S.
Trustee for Region 3 appointed an Official Committee of Unsecured
Creditors in these cases.  David B. Stratton, Esq., and Evelyn J.
Meltzer, Esq., at Pepper Hamiltion LLP, represent the Committee.  
When the Debtors filed for protection from their creditors,
they listed total assets of $362,000,000 and total debts of
$342,000,000.


RENAISSANCE REINSURANCE: Moody's Withdraws Debt Ratings
-------------------------------------------------------
Moody's Investors Service has withdrawn the debt ratings of
Starbound Reinsurance II Limited following repayment of the term
loans in full. The repayment followed the termination of the
reinsurance agreement between Starbound II and Renaissance
Reinsurance Ltd., which had provided the latter with protection on
certain property catastrophe reinsurance contracts.  Starbound II
is a special-purpose reinsurer that is commonly referred to as a
'sidecar'.

These ratings have been withdrawn due to repayment:

   -- Starbound Reinsurance II Limited -- $54 million senior
      secured term loan (Term I Facility) at Ba3

   -- Starbound Reinsurance II Limited -- $130 million senior
      unsecured term loan (Term II Facility) at Baa3

   -- Starbound Reinsurance II Limited -- $55 million senior
      unsecured term loan (Term III Facility) at A3


RIVER ROCK: S&P Puts 'B+' Rating On CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for River
Rock Entertainment Authority, including the 'B+' corporate credit
rating, on CreditWatch with negative implications. The Authority
was created to operate the River Rock Casino for the Dry Creek
Rancheria Band of Pomo Indians, a federally recognized Native
American tribe in California. River Rock is 75 miles north of San
Francisco and is three miles off Highway 101.

The CreditWatch listing follows the Authority's announcement that
it has commenced a series of transactions, including a tender
offer for $30 million of its 9.75% senior notes, a term loan of up
to $25 million, and the planned issuance of $125.8 million in tax-
exempt financing at the tribal level, which would be secured by a
master utilities fee paid by the Authority to the Tribe.

These transactions are expected to fund costs associated with
capital improvements on tribal land, as well as fund preparatory
site work for the Authority's planned resort development project.
Given that the tribal debt will be serviced by a stream of fees
paid by the Authority, S&P would include this debt when
calculating credit metrics at the Authority level, and S&P would
consider the master utilities fee to be a component of interest
expense for the Authority.

River Rock's performance in the first half of 2008, like many
gaming operators across the U.S., was negatively affected by the
weak economy and high gas prices. River Rock has experienced
revenue and EBITDA declines of approximately of 3% and 14%,
respectively. S&P expects that weak operating conditions in the
gaming industry will continue into the first half of 2009 as
economic weakness leads to lower consumer discretionary spending,
and S&P are incorporating the assumption that performance in the
second half of 2008 continues to deteriorate at the same level
experienced in the first half.

"As a result of the combination of the proposed transactions and
our expectations for performance in 2008, S&P anticipates that the
Authority's pro forma leverage, as measured by total debt to
EBITDA, will rise to the 6x area, which would be weak for the
current rating, by the end of this year," said Standard & Poor's
credit analyst Melissa Long. "Furthermore, while S&P have always
anticipated a spike in leverage as the Authority pursues its
expansion, it now appears likely that leverage will remain
heightened over a much longer time frame, and that the spike in
leverage will be higher than anticipated."

In resolving S&P's CreditWatch listing, S&P will discuss with
management in further detail its plans for these transactions and
for moving ahead with its proposed resort development, assess the
likely operating performance of the existing gaming operations
over the intermediate term, and evaluate S&P's expectations for
the return potential of the Authority's planned resort project.
S&P expects that if a downgrade is the ultimate conclusion of
S&P's review, it would likely be limited to one notch.


ROOTS RENTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Roots Rents, Inc.
        dba Roots Party Time
        2602 Cleveland Blvd
        Caldwell, ID 83605

Bankruptcy Case No.: 08-01956

Type of Business: The Debtor rents out equipments.
                  See: http://www.rentrain.com/

Chapter 11 Petition Date: September 10, 2008

Court: District of Idaho (Boise)

Judge: Terry L. Myers

Debtor's Counsel: D. Blair Clark, Esq.
                  dbc@dbclarklaw.com
                  Law Office of D. Blair Clark, PLLC
                  1513 Tyrell Lane, Suite 130
                  Boise, ID 83706
                  Tel: (208) 475-2050
                  Fax: (208) 475-2055

Estimated Assets: Less than $50,000

Estimated Debts: $1 million to $10 million

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

             http://bankrupt.com/misc/idb08-01956.pdf

                       
ROUGE INDUSTRIES: Wants Until October 31 to File Chapter 11 Plan
----------------------------------------------------------------
Rouge Industries Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to further
extend their exclusive periods to:

  -- file a Chapter 11 plan until Oct. 31, 2008, and

  -- solicit acceptances of that plan until Dec. 31, 2008.

A hearing is set for Sept. 15, 2008, at 2:00 p.m., (ET) to
consider approval of the request.

The Debtors say that they intend to use the additional time to
(i) obtain court approval of the settlement agreement among the
Debtors and the Pension Benefit Guaranty Corporation, (ii) attempt
to resolve the objection to approve the settlement of the Union,
United Automobile Aerospace and Agricultural Implement Workers of
America (UAW), and (iii) finalize a Chapter 11 plan.  The hearing
on the settlement agreement is presently set for Sept. 15, 2008.

Thomas, F. Driscol III, Esq., at Morris Nichols Arsht & Tunnell
LLP, says, if the parties are unable to finalize a global
settlement by September 15, the Debtors may ask the Court to
direct the parties to mediation to attempt to finalize a global
settlement.

The PBGC has filed 48 claims against the Debtors asserting alleged
aggregate liabilities of $117 million plus additional unliquidated
amounts related to the Pension Plan.  The PBGC also alleged that
its claims are entitled, at least in part, to priority status in
the Debtors' bankruptcy cases.  In turn, the UAW maintains that it
may have the right to assert more claims against the Debtors'
estates related to the termination of the pension plans.

                       About Rouge Industries

Based in Dearborn, Michigan, Rouge Industries Inc. is an
integrated producer of flat-rolled steel.  Rouge Industries,
together with Rouge Steel Company, QS Steel Inc., and Eveleth
Taconite Company, filed for chapter 11 protection on Oct. 23, 2003
(Bankr. D. Del. Case No. 03-13272 through 03-13275).  Adam G.
Landis, Esq., at Landis, Rath & Cobb, LLP, and Alicia Beth Davis,
Esq., at Morris, Nichols, Arsht & Tunnell, represent the Debtors.  
The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Kurt F. Gwynne, Esq.,
and Claudia Z. Springer, Esq., at Reed Smith LLP, serve as counsel
to the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they listed
$558,131,000 in total assets and $558,131,000 in total debts.


SABINE PASS: Moody's Assigns B2 Rating on Proposed Senior Debt
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Sabine Pass LNG
LP's (Sabine or Project) proposed additional senior secured debt
offering.  At the same time, Moody's affirmed the B2 rating on
Sabine's existing senior secured notes due 2013 and 2016.  
Sabine's rating outlook is stable.

Moody's ratings actions follow Sabine's intent to issue new senior
secured debt with expected gross net proceeds to Sabine totaling
$145 million. Sabine plans to use $100 million to fund expenses
associated with construction cost overruns, LNG cool down and
start up operations.  The remaining cash will be used for working
capital and general business purposes.  As of July 31, 2008,
Sabine completed construction of the initial 2.6 Bcf/d of sendout
capacity and 10.1 Bcf of storage capacity and completed 80% of the
remaining 1.4 Bcf/d of sendout capacity and 6.7 Bcf of storage
capacity.

Sabine's B2 rating incorporates Moody's expectation that the
Project's higher debt levels will weaken expected interest
coverage ratios to approximately 1.2 times instead of the
originally projected 1.4 times.  The interest coverage ratios
exclude Cheniere Marketing related cash inflow.  Moody's notes
that Sabine's higher total debt balance also moderately increases
refinancing risk and weakens recovery prospects in a potential
default.

The stable outlook reflects Moody's view that Sabine's parent,
Cheniere Energy, has sufficient liquidity to meet its obligations
for the next three years.  The stable outlook also reflects
Moody's expectation that construction of Sabine will progress in
accordance with the most recent budget and that the Project will
be able to meet operating performance obligations under its
terminal use agreements that begin in early 2009.

Sabine's rating could be positively affected by a substantial
improvement in Cheniere's credit quality such that Cheniere's
Marketing can comfortably make payments on a sustained basis to
Sabine under its terminal use agreement without relying on
distributions from the Project.

Factors that could place negative rating pressure on Sabine
include a lack of meaningful improvement in the US LNG
regasification market over the next eighteen months or if Cheniere
utilizes its liquidity faster than expected.  Sabine's credit
quality could also weaken if the Project incurs significant
additional construction cost overruns, faces operational problems
or if Sabine has to source LNG to remain cryogenically ready to
provide services under its TUAs.

Sabine Pass LNG L.P. was formed in 2004 to construct, own and
operate a liquefied natural gas (LNG) receiving terminal with an
aggregate regasification capacity of 4 Bcf/d and total storage
capacity of 16.8 Bcf.  Sabine has signed three 20-year Terminal
Use Agreements for 100% of its regasification capacity on a "take
or pay" basis.  Sabine is 90.6%, indirectly-owned by Cheniere
Energy, Inc (not rated).


SACO I: Moody's Publishes Junk Underlying Ratings on Two Notes
--------------------------------------------------------------
Moody's Investors Service takes action on notes that are
guaranteed by the financial guarantor.  The underlying ratings
were previously derived from published ratings on other tranches
of the same transaction.  The ratings on securities that are
guaranteed or "wrapped" by a financial guarantor is the higher of
(a) the rating of the guarantor or (b) the published underlying
rating.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The current ratings on the
below notes are consistent with Moody's practice of rating insured
securities at the higher of the guarantor's insurance financial
strength rating and any underlying rating that is public.

Complete rating actions are:

Issuer: SACO I Trust 2005-GP1

   -- Class Description: Cl. A-1

      -- Current Rating: Aaa

      -- Financial Guarantor: Assured Guaranty Corp (Aaa, under
         review for possible downgrade)

      -- Underlying Rating: Aaa

   -- Class Description: Cl. M-1

      -- Current Rating: Aaa (under review for possible downgrade)

      -- Financial Guarantor: Assured Guaranty Corp (Aaa, under
         review for possible downgrade)

      -- Underlying Rating: Caa1

Issuer: SACO I Trust 2006-1

   -- Class Description: Cl. A

      -- Current Rating: B2 (under review for possible upgrade)

      -- Financial Guarantor: Syncora Guarantee Inc. (B2, under
         review for possible upgrade)

      -- Underlying Rating: Ca


SEMGROUP LP: Committee Calls DIP Financing "Loan to Control"
------------------------------------------------------------
Absent definitive agreement on outstanding concerns relating to
the DIP Financing for SemGroup L.P. and its debtor-affiliates, the
Official Committee of Unsecured Creditors asserts that the
financing is merely a "loan to control."

Bank of America, N.A., as agent for prepetition lenders, is using
Chapter 11 for the singular purpose of liquidating its
prepetition collateral, even though substantial unencumbered
assets have been pledged to BofA as adequate protection, the
Committee's proposed counsel, Susheel Kirpalani, Esq., at Quinn
Emanuel Urquhart Oliver & Hedges, LLP, in New York, complains.

Despite numerous negotiation sessions since the interim approval
of the DIP financing, Mr. Kirpalani relates that the Debtors and
Committee have been unable to reach final agreement with BofA on
critical business issues, leaving the bankruptcy estates with a
DIP loan facility that is unusable by the Debtors to create value
yet the DIP loan facility confers undue control over how to
operate the Debtors to the Lenders.

The Committee also complains that the DIP Facility is of dubious
utility.  Mr. Kirpalani asserts that centerpiece of the Lenders'
strategy is the tendentious DIP Credit Agreement, replete with
provisions tightening their control over the bankruptcy estates
with iron-clad restrictions over the use of the DIP Financing,
unworkable constraints in the "Agreed Budget," and a prohibition
on the Debtors' ability to enter into reasonable hedging
transactions.

Mr. Kirpalani relates that as of September 8, 2008, the DIP
Lenders have refused to agree to a reasonable hedging protocol
and, since the Petition Date, have withheld their consent to the
Debtors' hedging existing, volatile commodity inventory.  He says
that since the Petition Date, the Debtors' inventory values have
been materially reduced due to declining energy prices -- without
the benefit of appropriate hedging practices.  This unmitigated
loss in value is directly attributable to the DIP Lenders'
refusal to permit a reasonable protocol, he asserts.  Instead, he
complains that the DIP Lenders insist on maintaining their
unilateral authority over the Debtors' hedging ability.  Without
the ability to enter into reasonable hedging transactions, the
Debtors cannot manage commodities risk or purchase additional
inventory in the amounts and manner required to meet EBITDA
projections.

Even though the Debtors' stated goal is maximizing value in their
bankruptcy cases for all creditors, through a reorganization or
sale, the DIP Facility does not contribute to that objective, the
Committee complains.  The Debtors should not incur $250 million
of unnecessary indebtedness simply to solidify the DIP Lenders'
control over their bankruptcy cases and their ability to tie the
Debtors' hands to a fast-track sale process.  

Accordingly, the Committee asks the U.S. Bankruptcy Court for the
District of Delaware to deny final approval of the Debtors' DIP
Credit Agreement.

Mercuria Energy Canada, Inc., and Eagle Creek Corporation, filed
joinders to the objections of Murfin Drilling Company, Inc., Vess
Oil Corporation, LD Drilling Inc., Davis Petroleum Inc., Rama
Operating Company Inc., and Central Crude Corporation and their
affiliates.

       BofA Files Declaration Supporting Final DIP Approval

Angela Lau, BofA's assistant vice president, filed with the Court
a declaration in support of the final approval of the Debtors'
DIP Financing Motion.  As Assistant VP, Ms. Lau is responsible
for collecting all consents determining the percentage of
Prepetition Secured Lenders that consented to the proposed DIP
financing facility.  According to the declaration, as of
September 4, 2008, 53 financial institutions composing the
consortium of DIP Lenders voted for total commitment to the DIP
Loan Facility.

A full-text copy of the DIP Consent Schedule is available for
free at http://bankrupt.com/misc/semgroup_diplendersconsent.pdf

                          About SemGroup

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.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: Provides Progress Report on Restructuring Efforts
-------------------------------------------------------------
SemGroup L.P. provided a list of accomplishments it has made since
the company and certain of its North American subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code on July 22, 2008.

"This is a large and complex reorganization, yet we are making
remarkable progress toward our ultimate goal of either selling or
restructuring our assets for the benefit of our creditors," said
Lisa Donahue, SemGroup chief restructuring officer.  "There is a
great deal left to be done, but we have come a long way in the
seven weeks since we initiated the reorganization."

SemGroup's accomplishments to date include:
  
   -- Securing court approval for an interim $150 million debtor-
      in-possession financing.  A final hearing is pending for
      approval of the full $250 million requested DIP loan.  The
      company has been using the DIP as collateral for letters of
      credit to ensure continuing supplies from vendors.  The
      company has posted approximately $70 million of post-
      petition letters of credit so far.  The company has been
      funding operations with cash flow generated from its
      businesses.

   -- Identifying, reviewing and analyzing a first wave of
      unprofitable contracts and filing a motion with the
      Bankruptcy Court to reject the contracts;

   -- Ongoing funding and construction of its White Cliffs
      pipeline, to be completed on or about Dec. 1, 2008.  The
      580-mile pipeline will transport crude oil from Platteville,
      Colorado, to a large storage facility in Cushing, Oklahoma;

   -- Ongoing funding and construction of its crude oil storage
      tanks in Cushing;

   -- Completing negotiations, with its joint-venture partner, for
      funding and continued construction of its natural gas
      storage facility at Wyckoff, New York.

   -- Completing negotiations of a settlement with its public
      partner, SemGroup Energy Partners L.P., on agreements
      related to throughout, storage, terminalling and adequate
      assurance; and

   -- Commencing, with its advisers, the marketing of several of
      its business units.

SemGroup is also developing an extensive business plan to identify
which assets will be sold and which could be reorganized and
remain under SemGroup's ownership.

At the meeting of creditors, SemGroup reported that it currently
has $400 million in cash, a majority of which will be used to
purchase energy products for subsequent sale.

"We plan to use these funds to operate our business units as
profitably as possible so that we maximize their value in a sale
or as ongoing operations," Terry Ronan, SemGroup acting president
and chief executive officer, said.

                          About SemGroup

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.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 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.


STEVE & BARRY'S: Schedules Deadline Extended to Sept. 17
--------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York extended the deadline for Steve & Barry's, LLC, and its
debtor-affiliates to file their schedules of assets and
liabilities and statements of financial affairs to September 17,
2008.

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


STRUCTURED ASSET: Moody's Cuts Ratings on 218 ARM Deal Tranches
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 218
tranches from 19 Option ARM transactions issued by Structured
Asset Mortgage Investments II Trust.  Thirty two downgraded
tranches remain on review for possible downgrade and 4 tranches
were placed on review for possible downgrade.  Additionally, 8
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.
Certain tranches were confirmed due to additional enhancement
provided by structural features.  The actions are a result of
Moody's on-going review process.

Moody's Investors Service also takes action on certain insured
notes.  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: Structured Asset Mortgage Investments II Trust 2005-AR2

   -- Cl. M-X, Downgraded to Aa2 from Aa1

   -- Cl. B-1, Downgraded to Caa2 from B3

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

Issuer: Structured Asset Mortgage Investments II Trust 2005-AR3

   -- Cl. 1-A-3, Downgraded to Aa3 from Aaa

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

   -- Cl. M-X, Downgraded to A2 from Aa1

   -- Cl. M-1, Downgraded to A2 from Aa3

   -- Cl. M-2, Downgraded to Baa1 from A3

   -- Cl. M-3, Downgraded to Baa3 from Baa1

   -- Cl. M-4, Downgraded to Ba3 from Ba1

   -- Cl. M-5, Downgraded to B3 from Ba2

   -- Cl. M-6, Downgraded to Caa1 from B3

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

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

   -- Cl. B-3, Downgraded to Ca from Caa1

Issuer: Structured Asset Mortgage Investments II Trust 2005-AR4

   -- Cl. A-2, Downgraded to Aa3 from Aaa

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

   -- Cl. M-X, Downgraded to A3 from Aa1

   -- Cl. M-1, Downgraded to A3 from Aa2

   -- Cl. M-2, Downgraded to Baa3 from A3

   -- Cl. M-3, Downgraded to Ba3 from Baa1

   -- Cl. M-4, Downgraded to B3 from Ba2

   -- Cl. M-5, Downgraded to Caa2 from B2

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

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

   -- Cl. B-2, Downgraded to Ca from Caa1

   -- Cl. B-3, Downgraded to Ca from Caa2

Issuer: Structured Asset Mortgage Investments II Trust 2005-AR6

   -- Cl. I-A-3, Downgraded to A1 from Aaa

   -- Cl. II-A-3, Downgraded to A1 from Aaa

   -- Cl. X-1, Confirmed at Aaa

   -- Cl. X-2, Confirmed at Aaa

   -- Cl. M-X, Downgraded to Baa1 from Aa1

   -- Cl. M-1, Downgraded to Baa1 from A2

   -- Cl. M-2, Downgraded to Ba2 from Baa2

   -- Cl. M-3, Downgraded to B2 from Ba1

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

   -- Cl. M-5, Downgraded to Caa2 from B2

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

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

   -- Cl. B-2, Downgraded to Ca from Caa1

Issuer: Structured Asset Mortgage Investments II Trust 2005-AR7

   -- Cl. 2-A-3, Downgraded to A3 from Aaa

   -- Cl. 2-X-2, Confirmed at Aaa

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

   -- Cl. 3-A-3, Downgraded to A3 from Aaa

   -- Cl. 3-X-2, Downgraded to Aa1 from Aaa

   -- Cl. 4-A-3, Downgraded to A3 from Aaa

   -- Cl. 4-X-2, Confirmed at Aaa

   -- Cl. 5-A-2, Downgraded to A3 from Aaa

   -- Cl. 5-X-2, Downgraded to A3 from Aaa

   -- Cl. 6-A-2, Downgraded to A3 from Aaa

   -- Cl. 6-X-2, Downgraded to A3 from Aaa

   -- Cl. 1-M-X, Downgraded to A1 from Aa1

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

   -- Cl. 1-B-1, Downgraded to A1 from Aa1

   -- Cl. 1-B-2, Downgraded to Baa1 from Aa3

   -- Cl. B-1, Downgraded to Ba2 from A3

   -- Cl. 1-B-3, Downgraded to Ba3 from Baa2

   -- Cl. B-2, Downgraded to B3 from Ba2

   -- Cl. 1-B-4, Downgraded to Caa1 from B1

   -- Cl. B-3, Downgraded to B3 from B2; Placed Under Review for        
      further Possible Downgrade

   -- Cl. B-4, Downgraded to Caa2 from B3

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

Issuer: Structured Asset Mortgage Investments II Trust 2005-AR8

   -- Cl. A-5, Downgraded to Ba3 from Aaa

   -- Cl. B-1, Downgraded to B3 from Baa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-2, Downgraded to Caa2 from B2

   -- Cl. B-3, Downgraded to Caa3 from B3

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

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR1

   -- Cl. 1A-3, Downgraded to Aa2 from Aaa

   -- Cl. 2A-3, Downgraded to Aa2 from Aaa

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

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

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

   -- Cl. B-3, Downgraded to B3 from Ba2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-4, Downgraded to Caa3 from B3

   -- Cl. B-5, Downgraded to Ca from Caa2

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

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

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR2

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

   -- Cl. B-1, Downgraded to B3 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-2, Downgraded to Caa2 from B1

   -- Cl. B-3, Downgraded to Caa3 from B3

   -- Cl. B-4, Downgraded to Ca from Caa2

   -- Cl. B-5, Downgraded to C from Caa3

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

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

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR3

   -- Cl. I-1A-4, Downgraded to Baa2 from Aaa

   -- Cl. I-2A-4, Downgraded to Baa2 from Aaa

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

   -- Cl. II-2A-1, Downgraded to Aa2 from Aaa

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

   -- Cl. II-3A-1, Downgraded to Aa1 from Aaa

   -- Cl. II-3X, Downgraded to Aa1 from Aaa

   -- Cl. II-4A-1, Downgraded to Aa2 from Aaa

   -- Cl. II-4X, Downgraded to Aa2 from Aaa

   -- Cl. II-X, Downgraded to Aa2 from Aaa

   -- Cl. III-MX, Downgraded to Ba1 from Aa2

   -- Cl. I-B-1, Downgraded to B3 from A1; Placed Under Review for  
      further Possible Downgrade

   -- Cl. III-B-1, Downgraded to Ba1 from Baa3

   -- Cl. I-B-2, Downgraded to Caa1 from Ba3

   -- Cl. II-B-1, Downgraded to B2 from B1

   -- Cl. III-B-2, Downgraded to B3 from B2; Placed Under Review
      for further Possible Downgrade

   -- Cl. I-B-3, Downgraded to Caa2 from B2

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

   -- Cl. I-B-5, Downgraded to C from Caa2

   -- Cl. II-B-2, Downgraded to Ca from Caa3

   -- Cl. I-B-6, Downgraded to C from Ca

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

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR4

   -- Cl. I-A-1, Downgraded to A3 from Aaa

   -- Cl. II-A-3, Downgraded to Baa1 from Aaa

   -- Cl. III-A-3, Downgraded to Baa1 from Aaa

   -- Cl. IV-A-3, Downgraded to Baa1 from Aaa

   -- Cl. V-A-3, Downgraded to Baa1 from Aaa

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

   -- Cl. B-2, Downgraded to B3 from Ba3; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-3, Downgraded to B3 from B2; Placed Under Review for
      further Possible Downgrade

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

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

   -- Cl. B-6, Downgraded to Ca from Caa1

   -- Cl. B-7, Downgraded to C from Caa3

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

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR5

   -- Cl. 1-A-3, Downgraded to Baa1 from Aaa

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

   -- Cl. 3-A-3, Downgraded to Baa1 from Aaa

   -- Cl. 4-A-3, Downgraded to Baa1 from Aaa

   -- Cl. 1-X, Confirmed at Aaa

   -- Cl. 2-X, Confirmed at Aaa

   -- Cl. 3-X, Confirmed at Aaa

   -- Cl. 4-X, Confirmed at Aaa

   -- Cl. M-X, Downgraded to B1 from Aa1

   -- Cl. B-1, Downgraded to B1 from Baa2

   -- Cl. B-2, Downgraded to B3 from Ba3; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-3, Downgraded to B3 from B1; Placed Under Review for
      further Possible Downgrade

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

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

   -- Cl. B-6, Downgraded to Ca from Caa1

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR6

   -- Cl. I-A-5, Downgraded to A2 from Aaa

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

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

   -- Cl. B-2, Downgraded to B2 from Aa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-3, Downgraded to B3 from A2; Placed Under Review for
      further Possible Downgrade

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

   -- Cl. B-5, Downgraded to Caa2 from B2

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

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

   -- Cl. B-8, Downgraded to C from Caa2

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR7

   -- Cl. A-13A, Downgraded to Baa3 from Aaa

   -- Cl. A-13B, Downgraded to Aa3 from Aaa

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
         negative outlook)

      -- Underlying Rating: Baa3

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

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

   -- Cl. B-3, Downgraded to Caa1 from Ba1

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

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

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

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

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR8

   -- Cl. A-4A, Downgraded to Aa1 from Aaa

   -- Grantor Trust A-4B, Downgraded to Aa1 from Aaa

   -- Grantor Trust A-4C, Downgraded to Aa1 from Aaa

   -- Cl. A-5, Downgraded to Aa1 from Aaa

   -- Cl. A-6A, Downgraded to Ba1 from Aaa

   -- Cl. A-6B, Downgraded to Aa3 from Aaa

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
         negative outlook)

      -- Underlying Rating: Ba1

   -- Cl. B-1, Downgraded to B2 from Aa1; Placed Under Review for
      further Possible Downgrade

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

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

   -- Cl. B-4, Downgraded to Caa2 from B2

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

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

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

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

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

Issuer: Structured Asset Mortgage Investments II Trust 2007-AR1

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

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

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

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

   -- Cl. I-B-2, Downgraded to B3 from Ba1; Placed Under Review
      for further Possible Downgrade

   -- Cl. I-B-3, Downgraded to Caa1 from Ba3

   -- Cl. I-B-4, Downgraded to Caa2 from B1

   -- Cl. I-B-5, Downgraded to Ca from B2

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

   -- Cl. I-B-6, Downgraded to Ca from B3

   -- Cl. II-B-2, Downgraded to Caa1 from B3

   -- Cl. I-B-7, Downgraded to Ca from Caa1

   -- Cl. II-B-3, Downgraded to Ca from Caa3

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

   -- Cl. II-B-5, Downgraded to C from Ca

Issuer: Structured Asset Mortgage Investments II Trust 2007-AR2

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

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

   -- Cl. II-MX, Downgraded to A1 from Aa1

   -- Cl. II-B-1, Downgraded to A1 from Aa1

   -- Cl. II-B-2, Downgraded to Ba1 from A1

   -- Cl. II-B-3, Downgraded to B3 from Baa3

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

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

   -- Cl. I-B-5, Downgraded to C from Ca

Issuer: Structured Asset Mortgage Investments II Trust 2007-AR3

   -- Cl. I-A-5, Downgraded to Aa1 from Aaa

   -- Cl. II-A-2, Downgraded to Aa3 from Aaa

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

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

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

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

   -- Cl. I-B-2, Downgraded to Ba2 from Aa1

   -- Cl. I-B-3, Downgraded to B2 from Aa1

   -- Cl. I-B-4, Downgraded to B2 from Aa2; Placed Under Review
      for further Possible Downgrade

   -- Cl. I-B-5, Downgraded to B3 from Aa3; Placed Under Review
      for further Possible Downgrade

   -- Cl. I-B-6, Downgraded to B3 from A3; Placed Under Review for
      further Possible Downgrade

   -- Cl. I-B-7, Downgraded to Caa1 from Baa2

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

   -- Cl. I-B-8, Downgraded to Caa2 from Ba2

   -- Cl. II-B-2, Downgraded to Caa1 from Ba3

   -- Cl. II-B-3, Downgraded to Caa2 from B3

   -- Cl. II-B-6, Downgraded to C from Ca

Issuer: Structured Asset Mortgage Investments II Trust 2007-AR4

   -- Cl. A-7, Downgraded to Aa2 from Aaa

   -- Cl. B-1, Downgraded to A2 from Aa1

   -- Cl. B-2, Downgraded to Baa1 from Aa2

   -- Cl. B-3, Downgraded to Baa3 from Aa3

   -- Cl. B-4, Downgraded to B1 from A1

   -- Cl. B-5, Downgraded to B2 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-6, Downgraded to B3 from A3; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-7, Downgraded to B3 from Baa1; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-8, Downgraded to B3 from Baa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-9, Downgraded to Caa2 from Baa3

Issuer: Structured Asset Mortgage Investments II Trust 2007-AR6

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

   -- Cl. B-1, Placed on Review for Possible Downgrade, currently
      Aa1

   -- Cl. B-2, Placed on Review for Possible Downgrade, currently
      Aa2

   -- Cl. B-3, Placed on Review for Possible Downgrade, currently
      Aa3

   -- Cl. B-4, Downgraded to Ba2 from A1

   -- Cl. B-5, Downgraded to Ba3 from A2

   -- Cl. B-6, Downgraded to B3 from A3; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-7, Downgraded to B3 from Baa1; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-8, Downgraded to Caa1 from Baa2

   -- Cl. B-9, Downgraded to Ca from Baa3


SYNTHETIC ASSET: Moody's Lowers Ratings on $35MM Notes to B1
------------------------------------------------------------
Moody's Investors Service has downgraded these notes issued by
Synthetic Asset Linked Swap (SALS) 2004-C:

Class Description: USD 17,500,000 SALS 2004-C Class F 10.40% Fixed
Rate Notes due December 20, 2009

   -- Prior Rating: Ba3

   -- Current Rating: B1

Class Description: USD USD 17,500,000 SALS 2004-C Class F2
Floating Rate Notes due December 20, 2009

   -- Prior Rating: Ba3

   -- Current Rating: B1

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


TERWIN MORTGAGE: Moody's Publishes Underlying Ratings on Notes
--------------------------------------------------------------
Moody's Investors Service takes action on notes that are
guaranteed by the financial guarantor.  The underlying ratings
were previously derived from published ratings on other tranches
of the same transaction.  The ratings on securities that are
guaranteed or "wrapped" by a financial guarantor is the higher of
a) the rating of the guarantor or b) the published underlying
rating.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The current ratings on the
below notes are consistent with Moody's practice of rating insured
securities at the higher of the guarantor's insurance financial
strength rating and any underlying rating that is public.

Complete rating actions are:

Issuer: Terwin Mortgage Trust 2006-4SL

   -- Class Description: Cl. A-1

      -- Current Rating: Aa3

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
         negative outlook)

      -- Underlying Rating: B3

   -- Class Description: Cl. A-2

      -- Current Rating: Aa3

      -- Financial Guarantor: Ambac Assurance Corporation (Aa3,
         negative outlook)

      -- Underlying Rating: Ca

Issuer: Terwin Mortgage Trust 2006-8

   -- Class Description: Cl. I-A-1

      -- Current Rating: B1

      -- Financial Guarantor: Financial Guaranty Insurance
         Company (B1, negative outlook)

      -- Underlying Rating: Caa2

   -- Class Description: Cl. I-A-2

      -- Current Rating: B1

      -- Financial Guarantor: Financial Guaranty Insurance
         Company (B1, negative outlook)

      -- Underlying Rating: C

Issuer: Terwin Mortgage Trust 2005-13SL

   -- Class Description: Cl. A-1a

      -- Current Rating: Ba1

      -- Financial Guarantor: Financial Guaranty Insurance
         Company (B1, negative outlook)

      -- Underlying Rating: Ba1

   -- Class Description: Cl. A-1b

      -- Current Rating: B1

      -- Financial Guarantor: Financial Guaranty Insurance          
         Company (B1, negative outlook)

      -- Underlying Rating: Ca

   -- Class Description: Cl. A-2

      -- Current Rating: Baa3

      -- Financial Guarantor: Financial Guaranty Insurance
         Company (B1, negative outlook)

      -- Underlying Rating: Baa3

Issuer: Terwin Mortgage Trust 2006-2HGS

   -- Class Description: Cl. A-1

      -- Current Rating: B1

      -- Financial Guarantor: Financial Guaranty Insurance
         Company (B1, negative outlook)

      -- Underlying Rating: Caa1

   -- Class Description: Cl. A-2

      -- Current Rating: B1

      -- Financial Guarantor: Financial Guaranty Insurance Company
         (B1, negative outlook)

      -- Underlying Rating: C


TOUSA INC: Court OKs Moelis & Co. as Panel's Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in TOUSA Inc. and
its debtor-affiliates' Chapter 11 cases obtained authority from
the U.S. Bankruptcy Court for the Southern District of Florida to
retain Moelis & Company LLC, as its successor financial advisor
and investment banker, effective as of July 15, 2008.

As reported in the Troubled Company Reporter on Aug. 27, 2008, as
financial advisor and investment banker to the Committee, Moelis
is expected to:

   (a) analyze the business, business plan operations, assets,
       financial condition and prospects of the Debtors;

   (b) provide valuation analyses of the Debtors if requested,
       in a form agreed upon by Moelis and the Committee, and
       provide expert testimony relating to that valuation;

   (c) advise the Committee on the current state of the
       restructuring and capital markets;

   (d) assist and advise the Committee in examining and analyzing
       any potential or proposed strategy for restructuring or
       adjusting the Debtors' outstanding indebtedness or overall
       capital structure;

   (e) assist and advise the Committee in evaluating and
       analyzing the proposed implementation of any
       restructuring; and

   (f) render other investment banking services.

The Debtors' estates will pay Moelis a $150,000 monthly fee,
beginning on July 15, 2008, until the expiration or termination
of its retention.  The Debtors will also reimburse 100% of
Moelis' incurred reasonable expenses.

Moreover, the Debtors' estates will pay Moelis a $3,000,000
transaction fee upon the consummation of a restructuring or
similar transaction.  Moelis will not be entitled to the
Transaction Fee in the event the only restructuring consummated
is a sale of assets representing less than 75% of the Debtors'
value.

William Q. Derrough, a managing director at Moelis, assures the
Court that his firm and its professionals are "disinterested
persons" as defined in Section 101(14) of the Bankruptcy Code.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger
Singerman, to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' independent auditor and tax services
provider.  Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

TOUSA's Exclusive Plan Filing Period expires Oct. 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VPG INVESTMENT: Credit Suisse Unit Wants Ch. 11 Case Dismissed
--------------------------------------------------------------
Credit Suisse, Caymans Islands Branch, agent for the secured
lenders in the Chapter 11 bankruptcy case of VPG Investments Inc.,
has an appointment with the U.S. Bankruptcy Court for the District
of Idaho on Sept. 22, for its motion to dismiss the case, William
Rochelle of Bloomberg News reports.

Credit Suisse asserts that the bankruptcy case was filed in bad
faith, and was solely made to stop a foreclosure on assets,
according to Mr. Rochelle.  To support its assertion, Credit
Suisse stated in a Sept. 8 court filing that the only motion VPG
made in the case was regarding retention of professionals, Mr.
Rochelle notes.

Credit Suisse, Caymans Islands Branch is an affiliate of Zurich-
based Credit Suisse Group.  It says it holds 98 percent of the
debt aside from liabilities owning to insiders and affiliates.

                     About VPG Investments

Beverly Hills, California-based VPG Investments Inc. owns 27% of
Tamarach Resorts LLC.  It filed for chapter 11 protection on
Feb. 15, 2008 (Bankr. D. Idaho Case No. 08-00253).  Joseph M.
Meier, Esq., at Cosho Humphrey LLP serves as the Debtor's counsel.  
The Debtor listed assets of $29,214,653 and debts of $301,407,518
when it filed for bankruptcy.  Alfredo Miguel Afif, a Mexican
businessman, owns VP Investments.  VPG Investments holds a 27%
stake and Cross Atlantic Real Estate LLC has a 48% stake in the
Tamarack Resort in Valley County, Idaho.  


WASHINGTON MUTUAL: Expects $4.5BB Loan Loss Provision for 3Q
------------------------------------------------------------
Washington Mutual, Inc., said that it expects the third quarter
provision to be approximately $4.5 billion, down from $5.9 billion
in the second quarter, but nearly two times expected charge-offs,
resulting in an expected increase of approximately $1.8 billion in
the allowance for loan losses at quarter end.

Residential mortgage provisions are expected to be approximately
$3.4 billion, down approximately $2.1 billion from second quarter
residential mortgage provision of approximately $5.5 billion.  

Offsetting this decrease is an expected $600 million increase in
the card provision, the majority of which is the result of credit
card securitizations maturing in the ordinary course and returning
to the balance sheet.

The company expects its total loan loss reserve to increase from
$8.5 billion at June 30th to approximately $10.3 billion at the
end of the third quarter.

                       Liquidity and Capital

Retail deposit balances at the end of August of $143 billion were
essentially unchanged from year-end 2007.  In addition, the
company continues to maintain a strong liquidity position with
approximately $50 billion of liquidity from reliable funding
sources.

The company's tier 1 leverage and total risk-based capital ratios
at June 30, 2008 were 7.76%, and 13.93%, respectively, which were
significantly above the regulatory requirements for well
capitalized institutions.  The company expects both ratios to
remain significantly above the levels for well-capitalized
institutions at the end of the third quarter.

                  Mortgage Agency Preferred Stock

In the third quarter the company expects to record an other-than-
temporary impairment loss related to its investments in perpetual
preferred securities issued by the Federal National Mortgage
Association and the Federal Home Loan Mortgage Corporation.  The
amortized cost of these available-for-sale securities was $282
million at June 30, 2008, and the securities are currently valued
at approximately 10 percent of par value.  The impact on third
quarter results from other-than-temporary impairment losses on
these perpetual preferred securities and any other available-for-
sale securities will depend on fair values at the end of the
quarter.  The company does not hold any common or any other equity
securities issued by Fannie Mae or Freddie Mac.  The impairment
follows actions by the U.S. Treasury Department and the Federal
Housing Finance Agency with respect to Fannie Mae and Freddie Mac.

                  Important Cautionary Statements

WaMu will report its full third quarter results on October 22,
2008.  The company expects market conditions to remain volatile
during September and therefore the actual third quarter results
could differ materially from the third quarter earnings outlook
provided above.  In addition, the third quarter earnings outlook
provided above does not include any potential goodwill impairment
that may result from the third quarter testing in progress, which
may result in a non-cash charge to earnings if the implied fair
value of any reporting unit is less than its carrying value.  The
company has not concluded that an impairment charge in any of its
reporting units will be required, but a charge for goodwill
impairment would have no impact on the company's regulatory
capital ratios or liquidity if taken.

                   About Washington Mutual Inc.

Washington Mutual Inc. (NYSE: WM) -- http://www.wamu.com/-- is a      
consumer and small business banking company with operations in
United States markets. The Company is a savings and loan holding
company.  It owns two banking subsidiaries, Washington Mutual Bank
and Washington Mutual Bank fsb, as well as numerous non-bank
subsidiaries.  The company operates in four segments: the Retail
Banking Group, which operates a retail bank network of 2,257
stores in California, Florida, Texas, New York, Washington,
Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada,
Utah, Idaho and Connecticut; the Card Services Group, which
operates a nationwide credit card lending business; the Commercial
Group, which conducts a multi-family and commercial real estate
lending business in selected markets, and the Home Loans Group,
which engages in nationwide single-family residential real estate
lending, servicing and capital markets activities.


WASHINGTON MUTUAL: Moody's Cuts Sr. Unsec. Rating to Ba2
--------------------------------------------------------
Moody's Investors Service downgraded Washington Mutual Inc.'s
senior unsecured rating to Ba2 from Baa3.  The rating action
concludes the review that was initiated on July 22, 2008.  Moody's
also downgraded the long-term deposit and issuer ratings of
Washington Mutual Bank to Baa3 from Baa2.  The bank's financial
strength rating was downgraded to D+ from C-, base line credit
assessment (BCA) to Ba1 from Baa2, and short term rating to Prime-
3 from Prime-2.  The outlook is negative.

Moody's said the downgrade resulted from Washington Mutual's
reduced financial flexibility, deteriorating asset quality, and
expected franchise erosion as the bank continues to face adverse
performance across its asset base.  Its ability to deal with this
issue is constrained by prospective earnings that are inadequate
to restore or attract capital.  This has complicated Washington
Mutual's ability to access external capital.  Further, as a
result, its funding sources have become more concentrated.

Positively, Moody's does note that Washington Mutual currently has
limited exposure to short-term wholesale funding, and the Federal
Home Loan Bank (FHLB) has been a stable source of funding for the
bank throughout the credit crisis.  However, the company is
suffering from a lack of confidence in the debt markets,
concentrating its liquidity resources in the FHLB.

"The company's limited financial flexibility makes it more
difficult for it to replenish capital and preserve diversified and
stable funding sources.  Both issues are critical to restoring the
strength of the institution," said Moody's Vice President and
Senior Credit Officer Craig Emrick.

Moody's also expects Washington Mutual to report future quarters
of large losses.  This could exacerbate negative market sentiment
and lead to franchise impairment.

The factors mentioned resulted in the downgrade of Washington
Mutual's bank financial strength rating to D+ from C- and BCA to
Ba1 from Baa2.  However, the company's deposit rating was
downgraded to Baa3 from Baa2, one notch above the BCA, due to
Moody's assumption of systematic support for Washington Mutual.

Washington Mutual's preferred stock was downgraded to B2 from Ba2,
reflecting Moody's view that the risk of a suspension of dividends
on these instruments has risen materially.

The negative outlook reflects the potential for continued
deterioration of Washington Mutual's asset quality and the related
provisioning needs which are likely to result in multiple
quarterly losses.

Downgrades:

* Issuer: Bank United
    
       -- Subordinate Regular Bond/Debenture, downgraded to Ba1
          from Baa3

* Issuer: Providian Capital I

       -- Preferred Stock Preferred Stock, downgraded to Ba3 from
          Ba1

* Issuer: Providian Financial Corporation
    
       -- Senior Unsecured Conv./Exch. Bond/Debenture, downgraded
          to Ba2 from Baa3

* Issuer: Washington Mutual Bank

       -- Bank Financial Strength Rating, downgraded to D+ from C-

       -- Issuer Rating, downgraded to Baa3 from Baa2

       -- OSO Rating, downgraded to P-3 from P-2

       -- deposit Rating, Downgraded to P-3 from P-2

       -- OSO Senior Unsecured OSO Rating, downgraded to Baa3 from
          Baa2

       -- Multiple Seniority Bank Note Program, downgraded to a
          range of Ba1 to P-3 from a range of Baa3 to P-2

       -- Subordinate Regular Bond/Debenture, downgraded to Ba1
          from Baa3

       -- Senior Unsecured Deposit Note/Takedown, downgraded to
          Baa3 from Baa2

       -- Senior Unsecured Regular Bond/Debenture, downgraded to
          Baa3 from Baa2

       -- Senior Unsecured Deposit Rating, downgraded to Baa3 from
          Baa2

* Issuer: Washington Mutual Bank FSB

       -- Bank Financial Strength Rating, downgraded to D+ from C-

       -- Issuer Rating, downgraded to Baa3 from Baa2

       -- OSO Rating, downgraded to P-3 from P-2

       -- Deposit Rating, downgraded to P-3 from P-2

       -- OSO Senior Unsecured OSO Rating, downgraded to Baa3 from
          Baa2

       -- Senior Unsecured Deposit Rating, downgraded to Baa3 from
          Baa2

* Issuer: Washington Mutual Capital I

       -- Preferred Stock Preferred Stock, downgraded to Ba3 from  
          Ba1
        
* Issuer: Washington Mutual Capital Trust 2001

       -- Preferred Stock Preferred Stock, downgraded to Ba3 from
          Ba1

* Issuer: Washington Mutual Pfd Funding (Cayman) I Ltd

       -- Preferred Stock Preferred Stock, downgraded to B2 from
          Ba2

* Issuer: Washington Mutual Preferred Funding Trust I

       -- Preferred Stock Preferred Stock, downgraded to B2 from
          Ba2

* Issuer: Washington Mutual Preferred Funding Trust II

       -- Preferred Stock Preferred Stock, downgraded to B2 from
          Ba2

* Issuer: Washington Mutual Preferred Funding Trust III

       -- Preferred Stock Preferred Stock, downgraded to B2 from
          Ba2

* Issuer: Washington Mutual Preferred Funding Trust IV

       -- Preferred Stock Preferred Stock, downgraded to B2 from
          Ba2

* Issuer: Washington Mutual, Inc.

      -- Multiple Seniority Shelf, downgraded to a range of (P)B2
         to (P)Ba2 from a range of (P)Ba2 to (P)Baa3

      -- Preferred Stock Preferred Stock, downgraded to B2 from
         Ba2

      -- Subordinate Regular Bond/Debenture, downgraded to Ba3
         from Ba1

      -- Senior Subordinated Regular Bond/Debenture, downgraded to
         Ba3 from Ba1

      -- Senior Unsecured Regular Bond/Debenture, downgraded to
         Ba2 from Baa3

Outlook Actions:

* Bank United

      -- outlook changed to Negative from Rating Under Review

* Providian Capital I

      -- outlook changed to Negative from Rating Under Review

* Providian Financial Corporation

      -- outlook changed to Negative from Rating Under Review

* Washington Mutual Bank

      -- outlook changed to Negative from Rating Under Review

* Washington Mutual Bank FSB

      -- outlook changed to Negative from Rating Under Review

* Washington Mutual Capital I

      -- outlook changed to Negative from Rating Under Review

* Washington Mutual Capital Trust 2001

      -- outlook changed to Negative from Rating Under Review

* Washington Mutual Pfd Funding (Cayman) I Ltd

      -- outlook changed to Negative from Rating Under Review

* Washington Mutual Preferred Funding Trust I

      -- outlook changed to Negative from Rating Under Review

* Washington Mutual Preferred Funding Trust II

      -- outlook changed to Negative from Rating Under Review

* Washington Mutual Preferred Funding Trust III

      -- outlook changed to Negative from Rating Under Review

* Washington Mutual Preferred Funding Trust IV

      -- outlook changed to Negative from Rating Under Review

* Washington Mutual, Inc.

      -- outlook changed to Negative from Rating Under Review

On Sept. 12, at 11:00 a.m., Moody's Investors Service will hold a
teleconference and webcast to discuss recent rating actions on
Washington Mutual.  The discussion will be hosted by Bob Young,
Team Managing Director and Craig Emrick, VP-Senior Credit Officer.  
This event will consist of brief prepared remarks followed by a
question and answer session.

                   About Washington Mutual Inc.

Headquartered in Seattle, Washington Mutual Inc. (NYSE: WM) --
http://www.wamu.com/-- is a consumer and small business banking  
company with operations in U.S. markets.  The company is a savings
and loan holding company.  It owns two banking subsidiaries,
Washington Mutual Bank and Washington Mutual Bank fsb, as well as
numerous non-bank subsidiaries.  The company operates in four
segments: the Retail Banking Group, which operates a retail bank
network of 2,257 stores in California, Florida, Texas, New York,
Washington, Illinois, Oregon, New Jersey, Georgia, Arizona,
Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services
Group, which operates a nationwide credit card lending business;
the Commercial Group, which conducts a multi-family and commercial
real estate lending business in selected markets, and the Home
Loans Group, which engages in nationwide single-family residential
real estate lending, servicing and capital markets activities.  
Washington Mutual is based in Seattle and reported total assets of
$310 billion at June 30, 2008.


W.R. BERKLEY: Moody's Affirms Ba1 Provisional Pref. Stock Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the Baa2 senior debt rating of
W. R. Berkley Corporation (NYSE: WRB) and the A2 insurance
financial strength (IFS) ratings of its operating subsidiaries--
Berkley Insurance Company, Admiral Insurance Company and Berkley
Regional Insurance Company.  The outlook for the companies is
stable.

Moody's affirmation of the ratings considers W. R. Berkley's large
exposure to Fannie Mae and Freddie Mac preferred stock, and the
large drop in market value for the securities following the recent
action taken by the U.S. Treasury to place both companies into
conservatorship by the Federal Housing Finance Agency.  The book
value of Fannie Mae and Freddie Mac preferred stock holdings is
about $217 million, which represented 7% of W. R. Berkley's
shareholders' equity (4% on an after tax basis) at June 30, 2008.

Elaborating on the ratings affirmation, Moody's noted that, in
spite of a significant reduction in earnings expected for the
third quarter of 2008 due to the write-down, the rating agency
believes that the company remains well capitalized for its current
rating level.  However, although the company's financial profile
is not expected to be significantly impacted, the high level of
exposure to Fannie Mae and Freddie Mac preferred shares and to
preferred stock of other financial institutions in its investment
portfolio raises questions concerning W. R. Berkley's risk
management and governance.

Moody's also notes that, in addition to the expected write-down in
the Fannie Mae and Freddie Mac securities, near-term earnings and
capital generation for W. R. Berkley are likely to be weaker given
the deteriorating commercial lines pricing environment and the
potential that the company's release of prior year reserves (which
have accounted for almost 30% of pretax earnings for the first six
months of 2008) could slow in the future. Furthermore, an
aggressive share repurchase program ($484 million for the first
half of 2008) has caused a capital decline during 2008.

According to Moody's, the group's A2 insurance financial strength
rating reflects W. R. Berkley's strong franchise within the
specialty commercial insurance segment, its diversified revenue
streams, disciplined approach to underwriting, and generally high-
quality fixed income investment portfolio.  It also encompasses
the company's relatively strong long-term earnings profile,
despite the investment loss to be recorded in the third quarter.  
Somewhat offsetting these positive factors are W. R. Berkley's
exposure to long tail and potentially volatile lines of business
such as excess workers' compensation and reinsurance, as well as
somewhat aggressive capital management, including the company's
buyback program and a history of somewhat higher operating and
financial leverage relative to many similarly-rated peers.

The current ratings contemplate continued strong long-term
operating performance relative to peers, with financial leverage
expected to remain within the mid-30% range (on a Moody's-adjusted
basis), interest coverage in the mid-single digits or better, and
gross underwriting leverage below 5x.

Moody's affirmed these ratings:

W.R. Berkley Corporation: senior unsecured debt at Baa2,
provisional senior unsecured debt at (P)Baa2, provisional
subordinated and junior subordinated debt at (P)Baa3, and
provisional preferred stock at (P)Ba1;

W.R. Berkley Capital Trust II: preferred securities at Baa3,
provisional preferred securities at (P)Baa3;

W.R. Berkley Capital Trust III: provisional preferred securities
at (P)Baa3;

Berkley Insurance Company: insurance financial strength at A2;

Admiral Insurance Company: insurance financial strength at A2;
and,

Berkley Regional Insurance Company: insurance financial strength
at A2.

Moody's last rating action on W.R. Berkley occurred on Feb. 14,
2007, when Moody's rated senior notes Baa2 and affirmed the
group's debt and insurance financial strength ratings.

For the first six months of 2008, W. R. Berkley reported net
premiums written and net income of $2.2 billion and $269 million,
respectively. Only the international segment reported growth in
pre-tax income during this period versus the 2007 period.  As of
June 30, 2008, shareholders' equity was $3.3 billion.


WHOLE FOODS: FTC Hearings on Merger Won't Affect Moody's Ba2 CFR
----------------------------------------------------------------
Moody's Investors Service noted that The Federal Trade
Commission's plans to hold administrative hearings on the Whole
Foods/Wild Oats merger will at this time have no impact on the
company's Ba2 corporate family rating or on its negative outlook.
The hearings are planned to commence on Feb. 16, 2009.

Ed Henderson, VP and Senior Analyst, commented, "The outcome and
possible remedies required by the FTC are very uncertain.  The
hearings may result in no action or the forced sale of some of the
former Wild Oats' locations.  We will continue to monitor the
situation, and address the credit impact -- if any -- upon Whole
Foods' ratings as the hearings and discussions with the FTC
progress."

Whole Foods Market, Inc. and its consolidated subsidiaries own and
operate the largest chain of natural and organic foods
supermarkets in the US.  The company operates 271 stores organized
into 11 geographic operating regions: 259 stores in 37 U.S. states
and the District of Columbia; six stores in Canada; and six stores
in the United Kingdom. Revenues for the last twelve months ended
July 6 , 2008 were $7.9 billion.


* Fitch: Fannie & Freddie Events' Impact on CDOs May be Muted
-------------------------------------------------------------
Credit events on Fannie Mae and Freddie Mac are unlikely to
trigger large scale downgrades of collateralized debt obligations
(CDOs) despite the fact that both government-sponsored enterprises
(GSEs) are referenced in approximately 30% of synthetic CDOs rated
by Fitch Ratings.  The impact on CDO ratings is likely to be muted
because high expected recovery rates will not pass significant
losses onto the CDO, Fitch said.

Fannie Mae and Freddie Mac are the seventh and 21st most popular
reference entities in Fitch's synthetic CDO index, which tracks
Fitch-rated European synthetic CDO reference portfolios.  Either
Fannie Mae are Freddie Mac is nearly 200 CDOs globally while
approximately 150 CDOs reference both Fannie and Freddie.

The CDO transactions most likely to be affected are CDO squareds
that reference the agencies in multiple portfolios, CDOs that
reference the subordinated debt and CDOs with fixed recovery rates
on the reference assets.

CDOs that reference the subordinated debt are likely to be more
adversely affected than those that reference the senior debt due
to lower market value, and therefore expected recovery rate, of
the subordinated debt.  Approximately one-third of the Fitch rated
CDOs with exposure to at least one of the agencies reference the
subordinated debt.

A small number of Fitch rated synthetic CDOs apply a pre-
determined fixed recovery rate to any asset in the portfolio that
experiences a credit event.  These transactions are expected to
experience the largest loss because recovery rates are typically
set at 40%, which is considerably lower than the predicted market
recovery rate.  Fitch rates four CDO squared transactions that use
fixed recovery rates for the reference assets.  These are likely
to be impacted by both the increased leverage of the CDO squared
structure and the fixed recovery rate.  Fitch has already placed
these four transactions on Rating Watch Negative upon application
of Fitch's new corporate criteria to outstanding transactions.

Fitch has already started to receive credit event notices for both
Fannie Mae and Freddie.  ISDA credit event definitions state that
the appointment of a conservator constitutes a Bankruptcy credit
event.  For the avoidance of doubt, Fitch's definition of a
default for a credit rating is not the same as ISDA's definition
of a credit event for credit-default swaps.  Fitch affirmed the
'AAA/F1+' long- and short-term ratings of Fannie Mae and Freddie
Mac with a stable outlook earlier this week.  Fitch also
downgraded the preferred stock ratings of both GSEs to 'C/DR6' and
placed the subordinated debt of both GSEs on Rating Watch
Evolving.


* Defaults & Deferrals Point to Concerns for Bank TruPS CDOs
------------------------------------------------------------
Fitch Ratings reported that ongoing default and deferral activity
with respect to U.S. banks which issue trust preferred securities
(TruPS) through collateralized debt obligations (CDOs) continues
to put rating pressure on bank TruPS CDOs.

Since September 2007, Fitch has observed $1.7 billion of TruPS
defaults, deferrals and credit risk sales across 38 banks.  At
present, 78 of 85 Fitch-rated bank TruPS CDOs have experienced at
least one underlying asset default or on-going deferral, with
exposure averaging 5.5% of the current portfolio balance and
ranging from a maximum of 18% to a minimum of 0.6%.

"Outsized exposure to residential construction loans and home
equity loans and high rates of growth prior to the onset of recent
credit pressures fueled by above-average levels of TruPS issuance
and/or brokered deposits, are among the factors consistent across
the those banks which have defaulted or deferred on issued TruPS,"
said Fitch's Senior Director Nathan Flanders.  "Banks that issue
TruPS through CDOs are likely to financially underperform through
the first half of 2009, which could lead to additional default and
deferral activity and subsequent negative rating pressure on bank
TruPS CDOs."

About $12 billion of bank TruPS CDO liabilities rated by Fitch,
across 75 transactions, are on Rating Watch Negative.  Rating
actions have been primarily focused on classes rated 'AA' category
or lower, with only 8.6% of 'AAA' rated bank TruPS CDO liabilities
currently on Rating Watch Negative.

In addition to summarizing observed default and deferral activity,
the report outlines Fitch's bank TruPS CDO rating actions to date
and describes Fitch's performance outlook with respect to
underlying bank collateral.  The report also details transaction-
specific default and deferral data for all 105 Fitch-rated TruPS
CDOs, including those backed all or in part by bank, insurance,
real estate investment trust, homebuilder and financial
institution collateral.


* CDS Implied Rtngs. Can Predict Future Fitch Rating Actions
------------------------------------------------------------
According to a new study by Fitch Solutions, there is a strong
correlation between CDS Implied Ratings (CDS IRs) movement and
when a company's actual ratings will be either upgraded or
downgraded over a one- to three-year time period.  The results
using the CDS IR model demonstrates how a model which controls for
market noise typically found in CDS prices provides a more refined
risk signal than what is observed through a more simplistic view
of current spread levels.

Extensive analysis, which was performed on actual agency rating
actions observed between January 2001 and July 2008, showed that
the probability of a rating downgrade increases as the negative
notch differential of Fitch Solutions' CDS IRs increases, while
the rate of upgrades exponentially rises as CDS IR notch
differentials become more positive.

For instance, once a minus-three notch gap is established, Fitch
Solutions analysis showed a 51% likelihood that an entity would
experience a rating downgrade within one year, and a 67% chance of
a rating downgrade within three years.  The same trend was evident
in positive notch differentials, with a plus three-notch gap
translating to a 45% probability of a rating upgrade within a
year, and almost 70% over a three-year horizon.

"With a clear ability for the implied ratings model to forecast
future agency rating actions, the CDS IR model can be utilized as
both an investment screening, portfolio monitoring and risk
management tool," said Senior Director Jon diGiambattista, Fitch
Solutions.  "By enhancing the ability to anticipate future rating
actions, portfolio managers can improve their investment decisions
on where to increase or decrease exposure to specific names and
better meet investment objectives," said Fitch Solutions' Managing
Director Thomas Aubrey.

Fitch Solutions, a division of the Fitch Group, focuses on the
development of fixed-income products and services, bringing to
market a wide range of data, analytical tools and related
services.  The division is also the distribution channel for Fitch
Ratings content.  Fitch Solutions' product offerings include Fitch
Ratings' research delivery, risk and performance analytics,
surveillance tools, structured finance workflow solutions, and
pricing and valuation services.  The division's service offerings
include Fitch Training, a specialist training firm for financial
professionals, and Advisory Services, which provide customized
consulting to help clients better understand their risk.

The Fitch Group also includes Fitch Ratings, a global rating
agency dedicated to providing the world's credit markets with
independent and prospective credit opinions, and Algorithmics, a
leader in enterprise risk management solutions. The Fitch Group is
a majority-owned subsidiary of Fimalac, S.A., headquartered in
Paris, France. For additional information, please visit
'www.fitchratings.com'; 'www.algorithmics.com'; and
'www.fimalac.com'.


* S&P Cuts Ratings on 99 Tranches from U.S. Cash Flow, CDO Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 99
tranches from 22 U.S. cash flow and hybrid collateralized debt
obligation (CDO) transactions. S&P removed 31 of the lowered
ratings from CreditWatch with negative implications. At the same
time, S&P placed six additional ratings from three transactions on
CreditWatch negative. The ratings on 67 of the downgraded tranches
remain on CreditWatch with negative implications, indicating a
significant likelihood of further downgrades (see list). The
CreditWatch placements primarily affect transactions for which a
significant portion of the collateral assets currently have
ratings on CreditWatch negative or have significant exposure to
assets rated in the 'CCC' category.

The 99 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $10.178 billion. Twelve of the 22 affected
transactions are mezzanine structured finance (SF) CDOs of asset-
backed securities (ABS), which are collateralized in large part by
mezzanine tranches of residential mortgage-backed securities
(RMBS) and other SF securities. Nine of the 22 transactions are
high-grade SF CDOs of ABS, which were collateralized at
origination primarily by 'AAA' through 'A' rated tranches of RMBS
and other SF securities. The other transaction is a CDO of CDO
that was collateralized at origination primarily by notes from
other CDOs, as well as by tranches from RMBS and other SF
transactions. The CDO downgrades reflect a number of factors,
including credit deterioration and recent negative rating actions
on U.S. subprime RMBS.
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
have lowered S&P's ratings on 3,640 tranches from 842 U.S. cash
flow, hybrid, and synthetic CDO transactions as a result of stress
in the U.S. residential mortgage market and credit deterioration
of U.S. RMBS. In addition, 1,441 ratings from 483 transactions are
currently on CreditWatch negative for the same reasons. In all,
S&P has downgraded $414.477 billion of CDO issuance. Additionally,
S&P's ratings on $38.527 billion in securities have not been
lowered but are currently on CreditWatch negative, indicating a
high likelihood of future downgrades.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate. For additional information and updates on
Standard & Poor's residential mortgage-related rating actions on
U.S. CDO transactions, please visit RatingsDirect, at
www.ratingsdirect.com, or www.spviews.com.
  
RATING ACTIONS
                                           Rating      
Transaction            Class      To                From
ACA ABS 2003-2 Ltd.    A-1SD      A-/Watch Neg      AAA/Watch Neg
ACA ABS 2003-2 Ltd.    A-1SU      A-/Watch Neg      AAA/Watch Neg
ACA ABS 2003-2 Ltd.    A-1SW      A-/Watch Neg      AAA/Watch Neg
ACA ABS 2003-2 Ltd.    A-1J       CC                 B-/Watch Neg
Ambassador Structured
  Finance              A-2        A+/Watch Neg      AAA/Watch Neg
Ambassador Structured
  Finance              B          BBB+/Watch Neg     AA/Watch Neg
Ambassador Structured
  Finance              C          BB-/Watch Neg      A-/Watch Neg
Ambassador Structured
Finance               D          CCC/Watch Neg     BBB/Watch Neg
Bayberry Funding Ltd.  II         BBB+/Watch Neg    AAA/Watch Neg
Bayberry Funding Ltd.  III        BB+/Watch Neg      AA/Watch Neg
Bayberry Funding Ltd.  IV         B+/Watch Neg        A/Watch Neg  
Bayberry Funding Ltd.  V          CCC+/Watch Neg    BBB-/WatchNeg    
Belle Haven ABS CDO
  2005-1 Ltd.          A-1        BBB+/Watch Neg    AAA/Watch Neg
Belle Haven ABS CDO
  2005-1 Ltd.          A-2        BB-/Watch Neg     AAA/Watch Neg
Belle Haven ABS CDO
  2005-1 Ltd.          B          B-/Watch Neg       AA/Watch Neg
Belle Haven ABS CDO
  2005-1 Ltd.          C          CCC-/Watch Neg      A/Watch Neg  
Belle Haven ABS CDO
  2005-1 Ltd.          D-1        CC                BB-/Watch Neg
Belle Haven ABS
  CDO 2005-1 Ltd.      D-2        CC                BB-/Watch Neg
Blue Bell Funding Ltd. A-1        A/Watch Neg       AAA/Watch Neg
Blue Bell Funding Ltd. A-2        BBB/Watch Neg      AA/Watch Neg
Blue Bell Funding Ltd. B          CCC/WatchNeg     BBB+/Watch Neg  
Bluegrass ABS
  CDO II Ltd.          A-1MT-a    AA+/Watch Neg     AAA/Watch Neg
Bluegrass ABS
  CDO II Ltd.          A-1MT-b    AA+/Watch Neg     AAA/Watch Neg
Bluegrass ABS
  CDO II Ltd.          A-2        B+/Watch Neg       A+/Watch Neg
Bluegrass ABS
  CDO II Ltd.          B          CC                 B-/Watch Neg
Coronado CDO Ltd.      B-1        A-/Watch Neg       A+/Watch Neg
Coronado CDO Ltd.      B-2        A-/Watch Neg       A+/Watch Neg
Coronado CDO Ltd.      C-1        BB/WatchNeg      BBB-/Watch Neg   
Coronado CDO Ltd.      C-2        BB/WatchNeg      BBB-/Watch Neg   
Crystal Cove CDO Ltd.  A1         BBB+/Watch Neg    AAA/Watch Neg
Crystal Cove CDO Ltd.  A2         B-/Watch Neg       A-/Watch Neg
Crystal Cove CDO Ltd.  B          CC                BB+/Watch Neg
Crystal Cove CDO Ltd.  C1         CC                 B-/Watch Neg
Crystal Cove CDO Ltd.  C2         CC                 B-/Watch Neg
Davis Square
  Funding V Ltd.      A-1-a       AAA/Watch Neg      AAA          
Davis Square
  Funding V Ltd.      A-1-b       AAA/Watch Neg      AAA          
Davis Square
  Funding V Ltd.      A-2         AA/Watch Neg       AAA          
Davis Square
  Funding V Ltd.      B           BBB-/Watch Neg     A+/Watch Neg
Davis Square
  Funding V Ltd.      C           CCC-/WatchNeg    BBB-/Watch Neg    
Davis Square
  Funding V Ltd.      D           CC                CCC/Watch Neg
Davis Square
  Funding V Ltd.      E           CC                CCC-/WatchNeg  
Duke Funding IX Ltd.  A1          BB+/Watch Neg      AA/Watch Neg
Duke Funding IX Ltd.  A2F         CCC/WatchNeg     BBB-/Watch Neg
Duke Funding IX Ltd.  A2V         CCC/WatchNeg     BBB-/Watch Neg
Duke Funding IX Ltd.  A3F         CC                 B-/Watch Neg
Duke Funding IX Ltd.  A3V         CC                 B-/Watch Neg
GSC ABS CDO
  2005-1 Ltd.         A1S         A-/Watch Neg      AAA/Watch Neg
GSC ABS CDO
  2005-1 Ltd.         A1J         BB+/Watch Neg      AA/Watch Neg
GSC ABS CDO
  2005-1 Ltd.         A2          BB-/Watch Neg      A+/Watch Neg
GSC ABS CDO
  2005-1 Ltd.         A3          B/WatchNeg       BBB+/Watch Neg   
GSC ABS CDO
  2005-1 Ltd.         B           B-/WatchNeg      BBB-/Watch Neg  
Jupiter High-Grade
  CDO III Ltd.        A-1NV       AAA/Watch Neg     AAA          
Jupiter High-Grade
  CDO III Ltd.        A-1VA       AAA/Watch Neg     AAA          
Jupiter High-Grade
  CDO III Ltd.        A-1VB       AAA/Watch Neg     AAA          
Jupiter High-Grade
  CDO III Ltd.        A-2         A+/Watch Neg      AAA          
Jupiter High-Grade
  CDO III Ltd.        A-2B        A+/Watch Neg      AAA          
Jupiter High-Grade
  CDO III Ltd.        B           BB/Watch Neg       AA/Watch Neg
Jupiter High-Grade
  CDO III Ltd.        C           CCC/Watch Neg     BBB/Watch Neg
Kleros Preferred
  Funding Ltd.        A-1         AAA/Watch Neg     AAA          
Kleros Preferred
  Funding Ltd.        A-2         AA+/Watch Neg     AAA          
Kleros Preferred
  Funding Ltd.        B           BBB/Watch Neg     AA           
Kleros Preferred
  Funding Ltd.        C           BB-/Watch Neg     A-/Watch Neg
Kleros Preferred
  Funding Ltd.        D           CC                BBB/Watch Neg
Klio II Funding Ltd.  A-1         BBB/Watch Neg     AAA          
Klio II Funding Ltd.  A-2         BB/Watch Neg        AA           
Klio II Funding Ltd.  B           B+/Watch Neg        A/Watch Neg  
Klio II Funding Ltd.  C           CCC-/WatchNeg    BBB+/Watch Neg  
Klio II Funding Ltd.  Pref Shrs   CC                BB+/Watch Neg
Liberty Harbour
  CDO Ltd. 2005-1     A CP        BBB+/Watch Neg    AAA/A-1+     
Liberty Harbour
  CDO Ltd. 2005-1     B           CC                BBB-         
Liberty Harbour
  CDO Ltd. 2005-1     C           CC                CCC+/WatchNeg   
Liberty Harbour
  CDO Ltd. 2005-1     D           CC                CCC-/WatchNeg  
Long Hill 2006-1 Ltd. S1VF        AA/Watch Neg      AAA/Watch Neg
Long Hill 2006-1 Ltd. S2T         BBB-/Watch Neg    AA+/Watch Neg
Long Hill 2006-1 Ltd. A1          BB+/Watch Neg      AA/Watch Neg
Long Hill 2006-1 Ltd. A2          CC                 BB/Watch Neg
Long Hill 2006-1 Ltd. A3          CC                CCC+/WatchNeg   
Mantoloking
  CDO 2006-1 Ltd.     A-1         BBB-/Watch Neg    AAA/Watch Neg
Mantoloking
  CDO 2006-1 Ltd.     A-2         CC                BBB/Watch Neg
Mantoloking
  CDO 2006-1 Ltd.     A-3         CC                BB-/Watch Neg
Mantoloking
  CDO 2006-1 Ltd.     B           CC                CCC-/WatchNeg   
Newbury Street
  CDO Ltd.            A2          CC                CCC+/WatchNeg
Newbury Street
  CDO Ltd.            A3          CC                CCC/Watch Neg
Newbury Street
  CDO Ltd.            A4          CC                CCC-/WatchNeg    
Sherwood Funding
  CDO II Ltd.         A-1         A/Watch Neg       AAA/Watch Neg
Sherwood Funding
  CDO II Ltd.         A-2         B+/Watch Neg       AA/Watch Neg
Sherwood Funding
  CDO II Ltd.         B           CCC-/Watch Neg     A-/Watch Neg
Sherwood Funding
  CDO II Ltd.         C           CC                BBB/Watch Neg
Sherwood Funding
  CDO II Ltd.         D           CC                 BB/Watch Neg
Sherwood Funding
  CDO Ltd.            A-1         A/Watch Neg       AAA/Watch Neg
Sherwood Funding
  CDO Ltd.            A-2         B-/Watch Neg       A-/Watch Neg
Sherwood Funding
  CDO Ltd.            B-1         CC                BBB-/WatchNeg   
Sherwood Funding
  CDO Ltd.            B-2         CC                BBB-/WatchNeg    
Sherwood Funding
  CDO Ltd.            C           CC                 B+/Watch Neg
Solstice ABS
  CBO III Ltd.        B           BBB/Watch Neg       A/Watch Neg
Solstice ABS
  CBO III Ltd.        C-1         CCC-/Watch Neg     B-/Watch Neg
Solstice ABS
  CBO III Ltd.        C-2         CCC-/Watch Neg     B-/Watch Neg
Tierra Alta
  Funding I Ltd.      A-1         A-/Watch Neg      AAA/Watch Neg
Tierra Alta
  Funding I Ltd.      A-2         BB-/Watch Neg     AA-/Watch Neg
Tierra Alta
  Funding I Ltd.      A3A         CCC+/Watch Neg     A+/Watch Neg
Tierra Alta
  Funding I Ltd.      A3B         CCC+/Watch Neg     A+/Watch Neg
Tierra Alta
  Funding I Ltd.      B1A         CC                BBB/Watch Neg
Tierra Alta
  Funding I Ltd.      B1B         CC                BBB/Watch Neg
Tierra Alta
  Funding I Ltd.      C           CC                BB-/Watch Neg
Tierra Alta
  Funding I Ltd.      F           AA-/Watch Neg     AAA/Watch Neg

OTHER OUTSTANDING RATINGS

Transaction                           Class      Rating             
ACA ABS 2003-2 Ltd.                   A-2        CC
ACA ABS 2003-2 Ltd.                   A-3        CC
ACA ABS 2003-2 Ltd.                   B-F        CC
ACA ABS 2003-2 Ltd.                   B-V        CC
ACA ABS 2003-2 Ltd.                   C          CC
Ambassador Structured Finance CDO     A-1        AAA/Watch Neg     
Blue Bell Funding Ltd.                ABCP Notes AAA/A-1+/Watch
Neg
Bluegrass ABS CDO II Ltd.             C-1        CC
Bluegrass ABS CDO II Ltd.             C-2        CC
Bluegrass ABS CDO II Ltd.             Type I Com CC
Coronado CDO Ltd.                     A-1        AAA         
Coronado CDO Ltd.                     A-2        AAA         
Coronado CDO Ltd.                     Type II    BBB       
Davis Square Funding V Ltd.           S          AAA   
Duke Funding IX Ltd.                  B          CC
Liberty Harbour CDO Ltd. 2005-1       Combo Nts  CC
Long Hill 2006-1 Ltd.                 B          CC
Long Hill 2006-1 Ltd.                 C          CC
Long Hill 2006-1 Ltd.                 Combo Nts  CC
Mantoloking CDO 2006-1 Ltd.           C          CC
Mantoloking CDO 2006-1 Ltd.           D          CC
Mantoloking CDO 2006-1 Ltd.           E          CC
Newbury Street CDO Ltd.               A1         AAA/Watch Neg
Newbury Street CDO Ltd.               B          CC
Newbury Street CDO Ltd.               C          CC
Newbury Street CDO Ltd.               D          CC
Sherwood Funding CDO Ltd.             D          CC
Solstice ABS CBO III Ltd.             A-1        AAA          
Solstice ABS CBO III Ltd.             A-2        AAA          


* Default Scene Bares Private Equity Fingerprints, S&P Says
-----------------------------------------------------------
The sharp rise in defaults in 2008 comes as no surprise given the
current lackluster economic activity and financial conditions,
elevated energy prices that have sapped consumer confidence, and a
markedly higher cost of capital, said an article published by
Standard & Poor's.

In the first eight months of 2008, 55 entities defaulted globally,
compared with just 22 in all of 2007 and 30 in 2006, according to
the report, titled "Default Autopsy Finds Traces Of Private Equity
DNA (Premium)." The global speculative-grade default rate has
increased to 1.9%, more than double the year-end 2007 level of
0.86%.

In the U.S., which accounts for 53 of the 55 defaults, the default
rate increased for eight consecutive months to 2.5% in August,
from a 25-year low of 0.97% at the end of 2007. "We expect the
default rate to continue this ascent and reach 4.9% in the next 12
months," said Diane Vazza, head of Standard & Poor's Global Fixed
Income Research Group.

Ownership of the 55 defaults on which S&P could gather information
reveals that generally, large shareholders of these defaulted
entities are asset management firms, alternative investment funds,
endowment and pension systems, and individual stakeholders.
However, the complex relationships of the players within the
capital markets serve to dilute the exposure of any given group.

"Of the 55 defaults, nearly 70% were involved in transactions
involving private equity at one point or another, which may or may
not have facilitated the default," said Ms. Vazza.

While S&P expects to see more sponsors' fingerprints on the
majority of the corporate defaults over the next 12 to 18 months,
strategies and financing adopted by private equity sponsors are
not always to the detriment of ailing companies and some may have
already deferred or even averted defaults.


* Speculative-Grade Credit Spread Maintains Five-Year High
----------------------------------------------------------
Standard & Poor's U.S. investment-grade composite credit spread
widened slightly to 277 basis points (bps) on Tuesday, 1 basis
point wider than Friday's figure. With continued pressure on
financial institutions and banks, the investment-grade credit
spread is expected to remain range-bound at present high levels.

Standard & Poor's U.S. speculative-grade composite credit spread
maintained Friday's record-high level of 804 bps, the widest in
nearly five and a half years, when the speculative-grade spread
was at 807 bps. The speculative-grade credit spread is poised for
continued volatility, commensurate with an escalation in
speculative-grade defaults over the course of this year.

On the ratings front, Standard & Poor's composite spreads by
rating category remained largely unchanged, with the only notable
movement being at the 'BBB' category, where spreads widened to 325
bps from 322 bps, causing the broader investment-grade category to
shift 1 basis point.


* Consumer Finance Risk Affects U.S. Finance Cos. in 2Q, S&P Says
-----------------------------------------------------------------
Second-quarter 2008 results for U.S. finance companies were
characterized by stressed funding markets, deteriorating asset
quality, and pressured earnings, said a report released today by
Standard & Poor's Ratings Services titled, "The Risk In Consumer
Finance Spreads Among U.S. Finance Companies In Second-Quarter
2008."

On the consumer side, the mortgage and housing declines that at
this point are well documented spilled over into consumer sectors
such as credit card and auto lending and now threaten to cause
late-cycle deterioration in commercial real estate. Funding and
liquidity, the lifeblood of financial institutions, remain
challenging.

"Asset quality continues to deteriorate and provisions are
building as companies prepare for what they expect to be a
prolonged period of performance pressure," said Standard & Poor's
credit analyst John K. Bartko, C.P.A.


* B' and 'CCC' Spreads Remain Within Two-week Ranges, S&P Says
--------------------------------------------------------------
Standard & Poor's U.S. investment-grade composite credit spread
widened 3% to 285 basis points (bps) on Tuesday, 8 bps wider than
Monday's figure and the highest spread recorded in more than five
and a half years. With continued pressure on financial
institutions and banks, the investment-grade credit spread is
expected to remain range-bound at present high levels.

Standard & Poor's U.S. speculative-grade composite credit spread
exceeded the record-high level of 804 bps the past few days,
hitting 807 bps, the widest level in nearly five and a half years.
The speculative-grade credit spread is poised for continued
volatility, commensurate with an escalation in speculative-grade
defaults over the course of this year.

On the ratings front, Standard & Poor's composite spreads by
rating category widened most significantly in the 'A' and 'BBB'
categories, widening to 261 bps and 334 bps, respectively. Among
speculative-grade spreads, the 'BB' spread widened to 517 bps from
510 bps, but 'B' and 'CCC' remained within their two-week ranges.


* Appeals Court Orders Winstead to Disgorge Attorney Fees
---------------------------------------------------------
The 5th U.S. Circuit Court of Appeals in New Orleans has required
Dallas-based law firm Winstead PC to disgorge up to $500,000 in
attorney's fees that it was paid for work it performed on the
restructuring of a restaurant chain that filed for Chapter 11
bankruptcy, Mary Alice Robbins of the Texas Lawyer reports.

According to the report, the federal appeals court ruled in Wooley
v. Faulkner that the doctrine of equitable mootness did not apply
to attorneys representing clients in a Chapter 11 bankruptcy.

The Wooley case is connected to the August 2004 filing for Chapter
11 bankruptcy protection by Schlotzsky's Inc., a chain of sandwich
restaurants.

The 5th Circuit panel concluded in Wooley that two lower courts
erred when they allowed Dennis Faulkner, the plan administrator
for Schlotzsky's bankruptcy estate, to pay the plan's attorneys
from a reserve fund established to pay certain secured claims of
John and Jeffrey Wooley.  The Wooleys are former officers and
directors of Schlotzsky's.

R. Glen Ayers, a former bankruptcy judge, told Texas Lawyer that
the ruling is a cause for concern to lawyers whose fees are
subject to court approval in Chapter 11 cases.


* Carolyn Doppelt Gray Joins Proskauer Rose as Special Counsel
--------------------------------------------------------------
Proskauer Rose LLP disclosed that Carolyn Doppelt Gray, a former
senior official at the U.S. Health and Human Services Department,
has joined the firm as special counsel in the Labor and Employment
Law Department.  Based in Washington, D.C., she also will serve as
co-chair of the firm's Accessibility and Accommodations Practice
Group, along with Allan Weitzman, partner and head of the Labor
and Employment practice in Boca Raton, Florida.

Ms. Gray counsels clients in a range of industries on all aspects
of disability-related employment and accessibility requirements
under federal, state and local law.  She has particular experience
in matters involving the Americans with Disabilities Act of 1990,
Rehabilitation Act of 1973, Family and Medical Leave Act, Fair
Housing Amendments Act of 1988 well as related education, civil
rights, insurance and construction statutes.

"As Congress appears ready to enact amendments to the ADA that
will expand protection for a broader range of individuals with
disabilities, employers will need to pay increased attention to
their ADA-related employment issues," Paul Salvatore, co-chair of
Proskauer's Labor and Employment Law Department, said.  "This
expansion will be compounded by the forthcoming revisions to
Titles II and III building standards for state and local
government, business facilities and operations.  Compliance with
the new law will be challenging, particularly for companies in
industries such as sports, lodging and gaming, entertainment, real
estate and restaurants, among others."

"[Ms. Gray] is one of the country's foremost practitioners on ADA-
related issues, having served in government, in private practice
and in business," Mr. Weitzman added.  "Her background and
experience will be invaluable in providing sophisticated advice to
a range of clients and we are delighted to welcome her to the
firm."

Comprised of senior lawyers across Proskauer's national platform,
the national Accessibility and Accommodations Practice Group will
provide innovative strategies for dealing with the full range of
accessibility issues.

Immediately prior to joining Proskauer, Ms. Gray was a partner and
chair of the Disability Practice Group at Barnes & Thornburg.  She
was previously a senior White House appointee to the U.S.
Department of Health and Human Services where she was a principal
deputy assistant secretary and commissioner, Administration on
Developmental Disabilities.  Earlier in her career, she served at
the U.S. Department of Housing and Urban Development as an advisor
for the Fair Housing Act's accessibility process.  She was also
director of the Office of Women's Business Enterprise at the U.S.
Small Business Administration and executive director of the
President's Advisory Committee on Women's Business Ownership and
president of a juvenile furniture manufacturing firm.

With more than 150 lawyers, Proskauer Rose LLP's management-
oriented labor, employment and employee benefits department is one
of the oldest and largest in the nation.  It has been described by
Chambers USA: America's Leading Lawyer as "one of the premier
employment practices nationwide," with a "deep bench" that puts
Proskauer "in a league of its own and home to a number of the
sector's best known figures."  Spanning the firm's offices in the
U.S. and Paris, the department handles complex employment law and
employment litigation matters well as traditional collective
bargaining and labor relations matters.  It also includes one of
the largest employee benefits and executive compensation practices
in the nation, with its own litigation group to handle fiduciary
and other claims under the Employee Retirement Income Security
Act, well as one of the country's largest immigration groups and
an international labor and employment practice.

                       About Proskauer Rose

Proskauer Rose LLP, -- http://www.proskauer.com/-- founded in   
1875, is an international law firm providing a wide variety of
legal services to clients worldwide from offices in Boca Raton,
Boston, Chicago, London, Los Angeles, New Orleans, New York,
Newark, Paris, Sao Paulo, and Washington, D.C.  The firm has wide
experience in all areas of practice important to businesses and
individuals including corporate finance, mergers and acquisitions,
general commercial litigation, corporate governance matters,
conducting internal corporate investigations, white collar
criminal defense, private equity and fund formation, patent and
intellectual property litigation and prosecution, labor and
employment law, real estate transactions, bankruptcy and
reorganizations, trusts and estates, and taxation.  Its clients
span industries including chemicals, entertainment, financial
services, health care, information technology, insurance,
internet, lodging and gaming, manufacturing, media and
communications, pharmaceuticals, real estate investment, sports,
and transportation.


* Kevin J. Lesinski Transfers to Seyfarth Shaw-San Francisco
------------------------------------------------------------
Seyfarth Shaw LLP disclosed that Kevin J. Lesinski, partner in the
firm's Commercial Litigation Practice Group, has relocated from
the firm's Boston office to its San Francisco office.

Mr. Lesinski is an experienced trial lawyer and a founding member
of Seyfarth Shaw's Securities and Financial Litigation Practice
Group.  He litigates on behalf of "Big Four" accounting firms,
insurance companies, financial services firms, public and private
corporations and corporate officers and directors in complex
litigation, class actions and bankruptcy adversary proceedings.  
He also represents corporate boards and audit committees in
internal corporate investigations.  Mr. Lesinski has defended
clients in investigations and enforcement actions by the
Securities and Exchange Commission, the Department of Justice,
state accountancy boards and state commissioners of revenue.

He has extensive jury trial and appellate experience in cases
involving claims of securities fraud, accountant liability, trade
secret misappropriation, consumer fraud, ERISA liability, breach
of fiduciary duties and breach of contract.

"[Mr. Lesinski] is an exceptionally talented litigator," said
Larry Butler, head of San Francisco's Litigation practice.  "With
increasing demands for our commercial litigation work, Kevin's
arrival is very timely.  His wealth of knowledge and experience
will complement our litigation team in San Francisco."

Seyfarth Shaw's Commercial Litigation Practice Group combines the
dedicated focus of a litigation boutique and the resources of a
national firm in a singular commitment to their clients'
objectives and the successful resolution of claims. As a national
firm, the group's attorneys draw upon a depth of resources and the
remarkable insight from colleagues in a broad range of practices,
from tax to healthcare, intellectual property to real estate,
transportation to employee benefits.

"We are delighted that [Mr. Lesinski] has joined our San Francisco
litigation team," Nick C. Geannacopulos, managing partner of
Seyfarth Shaw's San Francisco office, said.  "[Mr. Lesinski's]  
relocation from one coast to the other illustrates our firm's
ability to meet our clients' needs regardless of where any one
attorney sits.  We draw on the talent of our attorneys throughout
all of our offices."

The San Francisco office of Seyfarth Shaw, which opened in 1984,
offers a full-range of legal services and attorneys with
significant experience in litigation, labor and employment,
international labor matters, real estate, government contracts,
construction matters and bankruptcy.  The office is particularly
known for its extensive trial experience, as reflected by its
litigators having tried nine trials in the past 16 months.

Mr. Lesinski began practicing law in California 25 years ago and
has remained an active member of the California Bar ever since.  
He has handled many high profile cases throughout the state.
Lesinski graduated from the University of Arizona and later earned
his J.D. from Harvard Law School.  He is a member of the board of
directors of the Greater Boston Chamber of Commerce.  Mr. Lesinski
is also a frequent speaker on legal trends affecting American and
international business, including directors' and officers'
liability, securities fraud, insurance best practices, accountant
liability and the protection of intellectual property.

"I am delighted to continue my work with the Commercial Litigation
Group at Seyfarth Shaw from the San Francisco office," said
Mr. Lesinski.  "I look forward to working with my colleagues on
the West Coast and drawing on our nation-wide resources in order
to continue to provide high quality services to our clients coast-
to-coast."

                    About Seyfarth Shaw LLP

Headquartered in New York City, Seyfarth Shaw LLP --
http://www.seyfarth.com/-- is a full-service law firm with over   
750 lawyers located in nine offices throughout the United States
including Chicago, New York, Boston, Washington D.C., Atlanta,
Houston, Los Angeles, San Francisco and Sacramento, well as
Brussels, Belgium.  The firm provides a broad range of legal
services in the areas of real estate, labor and employment,
employee benefits, litigation and business services. Seyfarth
Shaw's practice reflects virtually every industry and segment of
the country's business and social fabric.  Clients include over
200 of the Fortune 500 companies, financial institutions,
newspapers and other media, hotels, health care organizations,
airlines and railroads.  The firm also represents a number of
federal, state, and local governmental and educational entities.


* Cadwalader Wickersham-New York Welcomes Two Special Counsel
-------------------------------------------------------------
Cadwalader Wickersham & Taft LLP disclosed that Jessica L. Fink
and Joseph P. Glynn have joined the firm as special counsel in the
Financial Restructuring Department of the New York office.

"There is an increased demand for demonstrated legal expertise in
workouts and restructurings in the current business environment."
Bruce Zirinsky, Co-Chair of Cadwalader's Financial Restructuring
Department, said.  "The addition of [Ms. Fink and Mr. Glynn] to a
team that now numbers over 70 lawyers enhances our capabilities
and deepens our bench, allowing us to provide our clients with the
effective, efficient and timely counsel they need to meet their
business goals,"

"[Ms. Fink and Mr. Glynn] have broad experience in representing
creditors and debtors in chapter 11 reorganizations, out-of-court
restructurings, and related litigation, and their expertise and
attention to the needs of clients complement our restructuring
practice," Deryck Palmer, Co-Chair of Cadwalader's Financial
Restructuring Department, said.

Ms. Fink's practice focuses on the representation of debtors,
individual creditors, equity holders, and ad hoc and official
creditors' committees in connection with complex chapter 11 cases,
workouts, acquisitions, and debt restructurings.  She has
represented domestic and foreign clients in an array of
industries, including telecommunications, airlines, health care,
manufacturing, and financial.  Prior to joining the firm, Ms. Fink
was an associate at Milbank Tweed Hadley & McCloy LLP; Weil
Gotshal & Manges LLP; and Pillsbury Winthrop LLP.  She received
her J.D., magna cum laude and Order of the Coif, from Tulane
University School of Law, where she was an editor of the Tulane
Law Review, and a B.A. from the University of Pennsylvania.  She
is admitted to practice in the State of New York and before the
U.S. District Courts for the Southern and Northern Districts of
New York.

Mr. Glynn represents debtors, creditors, and equity interest
holders in chapter 11 reorganizations and out-of-court
restructurings in a vast array of industries, including energy,
financial, airline, automotive, healthcare, retail clothing, and
industrial manufacturing.  Formerly an attorney with Weil Gotshal
& Manges LLP, he has advised clients on issues such as fraudulent
transfers, preferences, setoffs, recoupment, substantive
consolidation, equitable subordination, recharacterization,
distribution priorities, claim allowance, fiduciary duties, and
security law exemptions under the Bankruptcy Code.  He received
his J.D. from St. John's University School of Law, where he won
the Timothy J. Meehan Award for Excellence in Real Property, and
his B.A. from Boston College.  He is admitted to practice in the
State of New York and before the U.S. District Courts for the
Southern and Eastern Districts of New York.

                  About Cadwalader Wickersham

Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/--    
established in 1792, is an international law firm, with offices in
New York, London, Charlotte, Washington and Beijing.  Cadwaladerr
serves a diverse client base, including many of the world's top
financial institutions, undertaking business in more than 50
countries in six continents.

The firm offers legal expertise in antitrust, banking, business
fraud, corporate finance, corporate governance, environmental,
healthcare, insolvency, insurance and reinsurance,  intellectual
property, litigation, mergers and acquisitions, private client,
private equity, real estate, regulation, securitization,
structured finance, and tax.


* BOOK REVIEW: Getting It to the Bottom Line
--------------------------------------------
Author:     Richard S. Sloma
Publisher:  Beard Books
Softcover:  196 pages
List Price: $34.95

Order your personal copy at:
http://www.amazon.com/exec/obidos/ASIN/189312259X/internetbankrupt
  
In the author's words, "(t)his is a book about how to optimize
operating profit in an ongoing business consistent with and
supportive of the owners' (and/or creditors') demands."  As in his
book "The Turnaround Manager's Handbook," also published by Beard
Books, Richard Sloma's guidance is all-inclusive, straightforward,
and wise.  He is perhaps unique in his ability to use quotes and
maxims liberally without sounding the least bit preachy or trite.

A quote from Francois Voltaire, "perfection is attained by small
degrees," explains the main premise of this book, management by
incremental gains.  It is based on the simple notion that change,
for better or worse and accidentally or on purpose, only occurs
incrementally.  Without a succession of small changes in the same
direction, there can be no progress or growth.  Mr. Sloma defines
management as "getting work done through the efforts of others."
Thus, change in an organization depends on people.  Mr. Sloma
takes a pragmatic (and perhaps somewhat dim!) view of the ability
of people to changes, and maintains that the smaller a change
planned by management, the more likely it is to be successfully
implemented.

Mr. Sloma provides "real-world tested and proven methodology for
working with people in a professional manner to maximize their
individual commitment to goal achievement."  He offers
recommendations based on his more than 30 years of management
experience that "strike(s) the long-sought-after logical balance
of viewing and managing people as if they were competent,
conscientious, and ambitious individuals who genuinely seek
opportunities for professional growth and development."

"Getting It To The Bottom Line" is not only about people skills.
Mr. Sloma introduces financial and operational performance
numbers, and gives details on how income statements and cash flow
statements measure the magnitude and direction of planned changes
in financial operational performance.  His operational framework
is illustrated in the following eight steps: Quantify the do-
nothing scenario; If it works, don't fix it; If it doesn't,
quantify minimal acceptable performance levels; Quantify
components of any financial performance gap; If necessary, cut
your losses, liquidate and reinvest elsewhere; Quantify management
action plans to bridge the performance gap; Define and establish a
reporting and control system; Define and implement an incentive
compensation program.

Mr. Sloma examines each step thoroughly, using recognized
financial analysis methods, as well as some of his own.
Throughout, he consistently emphasizes the importance of achieving
ambitious goals one small step at a time.  He admonishes managers
to "spend no time or effort making 'little" plans.  They have no
magic to stir men's blood - or to make owners as wealthy as they
could be!"

This is a solid and substantive book that targets managers at
every level.  Mr. Sloma presents his concepts in such a way that
anyone charged with leading an organization can learn to do it
better

Richard s. Sloma is an attorney with more than 30 years of senior
management experience.  He has served as Chief Executive Officer,
Chief Operating Officer, Chairman and Vice Chairman of the Board
of Directors, and Board Member of six international companies.  He
holds degrees in business from Northwestern University and the
University of Chicago, and a law degree from De Paul University.

                             *********

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.

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