TCR_Public/080910.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 10, 2008, Vol. 12, No. 216           

                             Headlines

ADJUSTABLE RATE: S&P Cuts 6-M-4 Class Certificates to 'D'   
AFFINITY GROUP: S&P Cuts 'B-' Corporate Credit Rating to 'CCC+'
ALION SCIENCE: S&P's B- Rating Unaffected by $55MM Note
Amendments          
ALLTEL CORP: Posts $69.9 Million Net Loss in 2008 Second Quarter
AMERICAN HOME: Disclosure Statement Approval Hearing Set Sept. 15

AMERICAN HOME: Asks Court to Approve Plan Solicitation Protocol
AMERICAN HOME: Wants Until Dec. 1 to Remove Prepetition Actions
BARNEY RHODES: Case Summary & 19 Largest Unsecured Creditors
BAY POINT: Moody's Withdraws Debt Rating After Full Loan Payment
BHM TECHNOLOGIES: Wants Former CFO Vanderkooi as Consultant

BHM TECHNOLOGIES: Brown Entities Want to Assume Visteon Deal
BHM TECHNOLOGIES: Court Extends Time to Assume or Reject Leases
BHM TECHNOLOGIES: Eclipse Wants Debtors' Objections Denied
BHM TECHNOLOGIES: Trade Creditors Sell 32 Claims Totaling $711,308
BOOM DRILLING: Seeks Bankruptcy Protection Under Chapter 11

BOSCOV'S INC: Obtains Final Approval on $250 Million DIP Financing
BROCADE COMMS: S&P Places Corporate Credit Rating at 'BB-'
BROCADE COMMUNICATIONS: Moody's Rates Corporate Family Ba3
CAGUAS LUMBER: Case Summary & 20 Largest Unsecured Creditors
CBA GROUP: Moody's Withdraws Ratings for Lack of Information

CITIZENS BANK: Weiss Ratings Assigns "Very Weak" E- Rating
CITIGROUP MORTGAGE: Moody's Cuts Ratings on 10 Certificates
CITYNAP LTD: Files for Chapter 11 Protection in San Antonio
CONSTANTINE TASLIS: Voluntary Chapter 11 Case Summary
COUNTRYWIDE FINANCIAL: Presents Revised Deal to Settle Claims

CREDIT SUISSE: S&P Affirms Low-B Ratings on Six Class Certs.
CSFB ARM: Moody's Corrects Rating on One Tranche of 2005-10 Cert.
DIGISCRIPT INC: Court Sets Sept. 16 Hearing on DIP Loan
DIGISCRIPT INC: Section 341(a) Meeting Scheduled for October 3
DIGISCRIPT INC: Attorneys Seek to Stop Representing Company

DOUBLE JJ: Resort Closes Operations; Plans Property Auction
DUNMORE HOMES: Creditors Object to Bid to Dispose of Records
DUNMORE HOMES: Court Approves Settlement Over Rabbi Trust Funds
DUNMORE HOMES: Court Approves Stipulation with Affinity Bank
ENCAP GOLF: Court Rejects Wachovia's Motion to Dismiss Ch. 11 Case

ELECTRIC BREW: Business Set for Auction October 8
FANNIE MAE: Government Takeover Tantamount to Bankruptcy
FEDDERS CORP: Emerges From Bankruptcy, Amended Plan Effective
FREDDIE MAC: Government Takeover Tantamount to Bankruptcy
FREEDOM COMMUNICATIONS: Moody's Lowers POD Rating to Caa1

FRIEDMAN'S INC: Court Extends Plan-Filing Deadline Until Nov. 24
FRONTIER OIL: S&P Rates Proposed $200MM Sr. Unsec. Notes 'BB'
GREGORY TANNENBAUM: Case Summary & 3 Largest Unsecured Creditors
HOME INTERIORS: Highland Objects to Hunton & Williams' Fees
INVESTIGATION SERVICES: S&P Confirms 'B' Corporate Credit Rating

ITC DELTACOM: Moody's Affirms B3 Corporate Family Rating
JEFFERSON COUNTY: Has Until Sept. 30 to Solve $3.2 Billion Debt
L-1 IDENTITY: Moody's Ba3 Rating on Bank Debt Remains Unchanged
LEHMAN BROTHERS: Stock Tumbles 45% After KDB Talks End
LPL HOLDINGS: Moody's Lifts Corporate Family Rating to Ba3

LUMINENT MORTGAGE: Section 341(a) Meeting Slated for October 15
LUMINENT MORTGAGE: Seeks Extension of Schedules Filing Deadline
LUMINENT MORTGAGE: Seeks to Hire Hunton & Williams as Counsel
LUMINENT MORTGAGE: Wants to Employ Shapiro as Co-Counsel
MAAX CORP: Court Rules Sec. 365(e) Applicable to Chapter 15 Cases

MEDIACOM COMMS: S&P's B+ Rating Unmoved by Morris Deal      
MILLAR WESTERN: Moody's Places B2 Ratings on Review
MORIN BRICK: BofA Will Continue to Provide Working Capital
MORTGAGES LTD: Judge Approves Plan Giving $2.8MM to Developer
NATIONAL ENERGY: $950,629 Claim Against Southaven Allowed

NEWCASTLE MORTGAGE: Moody's Junks Ratings on Three Cert. Classes
NRBT LLC: Voluntary Chapter 11 Case Summary
NRG ENERGY: Moody's Affirms Corporate Family Rating at Ba3
NUTRITIONAL SOURCING: Court Okays Disclosure Statement
OWENS CORNING: Court Orders Closure of Subsidiaries' Cases

PALAMA MEAT: To Lay Off Up to 38 Workers
PANAVISION INC: Weak Liquidity Cues Moody's to Cut CFR to Caa1
PRINCETON OFFICE: Case Summary & 12 Largest Unsecured Creditors
RACERS: S&P Cuts Rating on $75MM Credit-Linked Certs. to 'CC'
RALI SERIES: Moody's Corrects Rating Actions for Series 2007-QO3

S & A RESTAURANT: Atalya Wants to Dispose of Collateral
SACO I: Moody's Junks Ratings on Cl. I-A Certificate
SACO I: Moody's Cuts Ratings on Two 2006-12 Certificate Classes
SANDISK CORP: S&P's B+ Rating Unchanged by News of Samsung
Deal          
SAXON ASSET: Moody's Junks Ratings on Seven Certificate Classes

SCHLOTZSKY'S INC: 5th Cir. Says Winstead Must Disgorge Fees
SENSUS METERING: S&P Confirms 'B+' Corporate Credit Rating
SOUTHAVEN POWER: Chapter 11 Plan Declared Effective
SOUTHAVEN POWER: Latham & Watkins Seeks $3.1MM in Fees
ST. MARY'S HOSPITAL: Moody's Affirms Ba3 Long-Term Bond Rating

TANGER FACTORY: Moody's Affirms Ba1 Preferred Stock Rating
TERWIN MORTGAGE: Moody's Junks Ratings on Cl. I-G Cert.
TEXAS STATE HOUSING: S&P Affirms 'C' Underlying Rating (SPUR)
TRITON AVIATION: S&P Assigns Class A-1 Certificates 'B+' Rating
TROPICANA ENT: Lender Group Supports Paul Hastings' Employment

TROPICANA ENT: Mayor Weinzapfel Pushes for Sale of Casino Aztar
TYSON FOODS: Fitch to Assign 'BB' on $450MM Notes Due 2013
WAMU MORTGAGE: Moody's Cuts Ratings of 135 Tranches of Alt-A Deals
WAMU MORTGAGE: Moody' Cuts 157 Tranches from Option ARMs Deals
WASHINGTON MUTUAL: Appoints New CEO; Enters into MOU with OTS

WARNACO GROUP: Moody's Lifts Probability of Default Rating to Ba2
WHITEHALL JEWELER: Will Close Stores by Year-End
W.R. GRACE: Anderson Blocked from Appealing Certification Ruling
YRC WORLDWIDE: Fitch Cuts IDR to 'BB' on Lower Earnings Forecast

* 8th Circuit Strikes Down BAPCPA's Provision on Debt Advice

* Bingham McCutchen Selects Jeffrey Sabin as Partner
* Focus Management Selects Jay Kelley as Managing Director
* Elizabeth Vrato Joins Garden City's Business Reorganization Div.

* Upcoming Meetings, Conferences and Seminars

                             *********

ADJUSTABLE RATE: S&P Cuts 6-M-4 Class Certificates to 'D'   
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes of mortgage-backed pass-through certificates issued by
Adjustable Rate Mortgage Trust 2005-5.  Concurrently, S&P
affirmed its ratings on the remaining 18 classes from this
transaction.

"The lowered ratings reflect our opinion that projected credit
support for the affected classes is insufficient to support the
ratings at their previous levels," S&P said.  "This deal consists
of two structure groups. Structure group 1 had an original pool
balance of $484,202,000; subordination, excess spread, and
overcollateralization provide credit support for this group.
Structure group 2 had an original pool balance of $588,913,000,
and subordination provides credit support for this group," S&P
related.

"To assess the creditworthiness of each class, we reviewed the
individual delinquency and loss trends for changes, if any, in
risk characteristics, servicing, and the ability to withstand
additional credit deterioration.  As of the Aug. 25, 2008,
distribution date, severe delinquencies (90-plus days,
foreclosures, and real estate owned {REO}) for structure group 1
were approximately 21.72% of the current pool balance, up
approximately 6.21% in the last six months even though net losses
totaled $2,076,003 over that period. Severely delinquent loans for
structure group 2 totaled approximately 8.06%, which is a 68.18%
increase over the past six months, and the loan group has incurred
$507,105 in net losses over this period.

"As of the August 2008 remittance report, cumulative realized
losses for structure groups 1 and 2 were 1.68% and 0.20% of the
original pool balance, respectively, and credit enhancement for
the senior classes from structure groups 1 and 2 were 11.61%
and 6.39% of the original pool balance, respectively. Credit
enhancement for the downgraded classes from structure group 1
ranged from 0.06% to 4.85%, while credit support for the
downgraded classes from structure group 2 ranged from 0.19% to
3.46 of the original pool balance.  Class 6-M-4 took a principal
write-down, which prompted us to downgrade it to 'D'.

"This delinquency and loss trend, together with loan-level risk
characteristics and continuing deterioration in the macroeconomic
outlook, has enabled us to arrive at our lifetime projected
losses.  As a result of our analysis, our projected lifetime loss
for structure group 1 is 5.01%, while our projected lifetime loss
for structure group 2 is 3.53%.  We believe our expected lifetime
losses are appropriate given the depth and duration of the
housing downturn," S&P continued.

The underlying collateral for this series consists of U.S.
Alternative-A fixed-rate mortgage loans that are secured by first
liens on one- to four-family residential properties.

Standard & Poor's will continue to monitor this transaction and
take rating actions as appropriate.  For additional information
and updates on Standard & Poor's residential mortgage-related
rating actions, please visit  RatingsDirect, at
www.ratingsdirect.com, or www.spviews.com.

Ratings lowered

Adjustable Rate Mortgage Trust 2005-5
Mortgage-backed pass-through certificates
               Rating
Class      To              From
C-B-1      BB              AA
C-B-2      B               A
C-B-3      CCC             BBB+
C-B-4      CCC             BBB-
C-B-5      CC              BB
C-B-6      CC              B
6-M-2      BB              A
6-M-3      CC              BBB+
6-M-4      D               BBB-

RATINGS AFFIRMED

Adjustable Rate Mortgage Trust 2005-5
Mortgage-backed pass-through certificates

Class           Rating
1-A-1           AAA
1-A-2           AAA
2-A-1           AAA
2-A-2           AAA
3-A-1           AAA
3-A-X           AAA
3-A-2-1         AAA
3-A-2-2         AAA
3-A-3           AAA
4-A-1           AAA
5-A-1           AAA
5-A-2-1         AAA
5-A-2-2         AAA
6-A-1-1         AAA
6-A-1-2         AAA
6-A-2-1         AAA
6-A-2-2         AAA
6-M-1           AA


AFFINITY GROUP: S&P Cuts 'B-' Corporate Credit Rating to 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered all ratings, including
its corporate credit rating, on Affinity Group Holding Inc. and
its operating subsidiary, Affinity Group Inc. (together, Affinity
Group) and removed them from CreditWatch, where they were placed
with negative implications on May 23, 2008.  S&P lowered the
corporate credit rating to 'CCC+' from 'B-'.  The outlook is
negative.

"The downgrade reflects Affinity Group's very thin margin of
covenant compliance with bank covenants in the second quarter of
2008 for the fixed-charge coverage, interest coverage, and total
leverage ratios," said Standard & Poor's credit analyst Tulip Lim.

S&P is concerned that continuing erosion in EBITDA, as a result of
weakened consumer discretionary spending (especially for big-
ticket items), and high fuel costs will prevent the company from
complying with covenants in the third quarter.


ALION SCIENCE: S&P's B- Rating Unaffected by $55MM Note
Amendments          
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Alion Science and Technology Corp. (B-/Developing/--)
were not affected by the company's amendment to its $55 million
(including accumulated payment-in-kind [PIK]) seller note
effective Aug. 29, 2008, although S&P view it positively.

Standard & Poor's believes the extension of the maturity date to a
single balloon payment on Aug. 6, 2013, from equal installments of
about $27 million in December 2009 and December 2010, and the
reduction of cash pay interest from 16% annually beginning
December 2008 to 6% cash interest payable quarterly and a 10% PIK
compounding quarterly has a positive impact on Alion's liquidity
profile, which is currently tight.

"However, given the flat revenue and adjusted EBITDA trends,
we are still concerned about the company's ability to meet its
maintenance leverage covenant, which is scheduled to step-down
from 3.75x currently to 3.25x on Dec. 31, 2008," S&P said.  "To
meet the covenant step-down, we believe Alion would need to grow
its adjusted EBITDA base, through new contact wins or tighter
cost controls, improve its days-sales-outstanding and use the
resulting cash flow for debt reduction, or a combination of both,"
S&P continued.


ALLTEL CORP: Posts $69.9 Million Net Loss in 2008 Second Quarter
----------------------------------------------------------------
Alltel Corp. reported a net loss of $69.9 million for the second
quarter ended June 30, 2008, due primarily to significant
increases in interest costs and depreciation and amortization
expense following the completion of the company's November 2007
merger with an affiliate of TPG Capital Partners.  This compared
with net income of $195.7 million in the same period last year.

Revenues were $2.39 billion, a 10 percent increase from revenues
of roughly 2.18 billion in the same period a year ago.  Average
revenue per customer and retail revenue per customer both
increased 1 percent from the same period a year ago to $54.42 and
$51.57, respectively, due to sustained growth in data revenues,
partially offset by the continuing decline in voice revenues per
customer.

Gross customer additions were 1.1 million in the quarter, a 37%
increase from the same period a year ago.  Primarily reflecting
strong growth in both postpay and prepay service offerings, net
customer additions were 320,000 in the quarter, a 76% increase
from the second quarter of 2007.
  
Consolidated EBITDA (earnings before interest, taxes, depreciation
and amortization) increased $114.7 million, or 15%, to
$898.3 million, from the same period a year ago.  Measurements of
Consolidated EBITDA [net income (loss), excluding the effects of
discontinued operations, and before net interest expense,
provision for income taxes and depreciation and amortization]
adjusted to exclude unusual items, certain non-cash charges and
other items permitted in calculating covenant compliance under the
indenture and the credit facilities.

The company's senior secured credit facilities require that Alltel
maintain a consolidated senior secured net debt to Consolidated
EBITDA ratio measured over a rolling four-quarter measurement
period, which cannot exceed 6.75 to 1.00 for the first measurement
period ending June 30, 2008.  The consolidated senior secured net
debt to Consolidated EBITDA ratio will decline over time until it
reaches 5.75 to 1.00 for measurement periods beginning on or after
Sept. 30, 2012.

                 Liquidity and Capital Resources

For the six months ended June 30, 2008, Alltel's primary source of
liquidity was cash provided from operations.  Operating activities
from continuing operations provided $631.3 million in cash during
the six months ended June 30, 2008, compared to cash provided by
operations of $1.11 billion during the same period of 2007.  The
decrease in cash flows from operating activities during the first
six months of 2008 primarily reflected the payment of merger-
related expenses and the effects of higher interest costs
resulting from the issuance of $21.7 billion of additional long-
term debt.

During the first six months of 2008, Alltel generated sufficient
cash flows from operations to fund its capital expenditure
requirements and scheduled long-term payments.  Alltel expects to
generate sufficient cash flows from operations to fund its
operating requirements during the balance of 2008.

Additional sources of funding available to Alltel include
additional borrowings of up to $1.50 billion available under the
company's revolving credit agreement.  Pursuant to the terms of
the merger agreement with Verizon Wireless, Alltel agreed that
between June 5, 2008, and the effective time of the merger, Alltel
would not incur any additional indebtedness (including the
issuance of any debt security) other than borrowings under the
revolving credit agreement made in the ordinary course of
business.

                  Pending Acquisition of Alltel

On June 5, 2008, Verizon Wireless, a joint venture of Verizon
Communications and Vodafone, entered into an agreement with Alltel
and Atlantis Holdings, LLC to acquire Alltel in a cash merger.  
The aggregate value of the transaction is approximately
$28.10 billion.  Under terms of the merger agreement, Verizon
Wireless will acquire the equity of Alltel for approximately
$5.9 billion in cash and assume Alltel's outstanding long-term
debt.  Consummation of the merger is subject to certain
conditions, including the receipt of regulatory approvals,
including the approval of the FCC.  

The transaction is currently expected to close by the end of 2008,
subject to obtaining the required regulatory approvals.  The
merger agreement contains certain termination rights for each of
Verizon Wireless and Alltel and further provides that, upon
termination of the merger agreement under specified circumstances,
Verizon Wireless may be required to pay Alltel a termination fee
of $500.0 million.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$31.61 billion in total assets, $27.34 billion in total
liabilities, and $4.27 billion in total stockholders' equity.

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

                        About Alltel Corp.

Based in Little Rock, Ark., Alltel Corp. -- http://www.alltel.com/   
-- operates America's largest wireless network, which delivers
voice and advanced data services nationwide to more than 13
million customers.  on November 16, 2007, Alltel was acquired by
Atlantis Holdings LLC, a Delaware limited liability company and an
affiliate of private investment funds TPG Partners V, L.P. and GS
Capital Partners VI Fund, L.P.   

Alltel disclosed plans on June 5, 2008, to be acquired by Verizon
Wireless.  The deal, which requires regulatory approval, is
expected to close by year's end.

                          *     *     *

As reported in the Troubled Company Reporter on June 10, 2008,
Moody's Investors Service placed the long-term ratings of Alltel
on review for possible upgrade, including the company's
$2.3 billion Senior Unsecured Notes -- Caa1, LGD 6 (95%) and
$1.0 billion Senior Unsecured Toggle Notes -- Caa1 LGD 5 ratings.
This action follows Verizon Wireless' June 5, 2008 announcement
that it plans to acquire Alltel for about $28.1 billion in cash
and assumed debt.


AMERICAN HOME: Disclosure Statement Approval Hearing Set Sept. 15
-----------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
believe that the disclosure statement explaining the terms of
their proposed Chapter 11 Plan of Liquidation dated August 15,
2008, contains "adequate information" as defined in Section
1125(a)(1) of the Bankruptcy Code.  Accordingly, the Debtors ask
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware to approve the Disclosure Statement.

The Court will convene a hearing on September 15, 2008, to
consider the adequacy of the Disclosure Statement.  The deadline
for filing objections to the Disclosure Statement was September 8.

Section 1125 of the Bankruptcy Code requires a bankruptcy court
to approve a written disclosure statement before allowing a
debtor to solicit acceptances for a Chapter 11 plan of
reorganization.  To approve a disclosure statement, a court must
find that the disclosure statement contains adequate information,
which is defined as "information of a kind, and in sufficient
detail . . . that would enable a hypothetical reasonable investor
typical of holders of claims or interests . . . to make an
informed judgment about the plan."

                    About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel.  As of March
31, 2007, American Home Mortgage's balance sheet showed total
assets of $20,553,935,000 and total liabilities of
$19,330,191,000.

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


AMERICAN HOME: Asks Court to Approve Plan Solicitation Protocol
---------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to:

   -- approve their proposed procedures for solicitation and
      tabulation of votes to accept or reject their Chapter 11
      Plan of Liquidation dated August 15, 2008;

   -- approve their proposed forms for ballots, solicitation
      packages and notice of the Plan's confirmation hearing; and

   -- set:

      * September 15, as the record date for determining
        creditors entitled to receive a solicitation package, and
        entitled to vote on the Plan;

      * October 24, as the voting deadline; and

      * October 24, as the last date for filing and serving
        written objections, to the confirmation of the Plan.

The Debtors propose to transmit to parties entitled to vote on
the Plan, a solicitation package containing necessary documents,
including the Plan and Disclosure Statement in .pdf format on a
CD-Rom, appropriate ballot, and notices for the confirmation
hearing and deadlines.  They will also mail to each of the known
counterparties to executory contracts which are deemed rejected,
a Confirmation Hearing Notice and CDs with the Plan and
Disclosure Statement.

However, the Debtors will not transmit a Solicitation Package to
holders of (i) DIP Facility Claims, Administrative Claims,
Priority Tax Claims, and Priority Claims, who are unimpaired and
deemed to have accepted the Plan, and (ii) Subordinated Claims,
Subordinated Trust Preferred Claims, and claims based on an
interest, given that the deemed rejecting classes are not
entitled to vote on the Plan, will not receive any distribution
or retain property under the Plan and are deemed to have rejected
the Plan.

The Debtors also propose to publish a notice of the order of the
Disclosure Statement's approval in the Wall Street Journal.

Epiq Bankruptcy Solutions, LLC, the Debtors' claims agent, will
be permitted to inspect, monitor and supervise the solicitation
process, to tabulate the ballots and to certify to the Court the
results of the balloting.

The proposed forms of ballots that will be distributed to the
Voting Parties are based on Official Form No. 14, but have been
modified to meet particular requirements, the Debtors assure the
Court.  They say that all ballots will be accompanied by return
envelopes addressed to Epiq.

                        Estimating Claims

For purposes of voting on the Plan, the Debtors propose that the
amount of a claim used to tabulate acceptance or rejection of the
Plan should be, as applicable:

   -- the claim listed in a Debtor's schedule of liabilities,
      provided that the claim is not scheduled as contingent,
      unliquidated, undetermined or disputed, and no proof of
      claim has been timely filed;

   -- the noncontingent and liquidated amount specified in a
      timely filed claim to the extent the claim is not the
      subject of an objection filed no later than October 6,
      2008;

   -- the amount temporarily allowed in accordance with the
      Debtors' proposed breach claim tabulation rules;

   -- the amount temporarily allowed by the Court for voting
      purposes, provided that a motion is brought, notice is
      provided and a hearing is held prior to the Confirmation
      Hearing; and

   -- with respect to ballots cast by creditors whose claims are
      not listed on a Debtor's schedule, or are listed as
      disputed, but who have timely filed claims in unliquidated
      or unknown amounts, the ballots will be counted in
      determining whether the numerosity requirement of Section
      1126(c) of the Bankruptcy Code has been met, but will not
      be counted in determining whether the aggregate claim
      amount requirement has been met.

The Debtors seek the Court's authority to object to any claim
solely for Plan voting purposes by filing with the Court, a
determination motion no later than 18 days prior to the Voting
Deadline.  The Court's ruling on any Determination Motion will be
considered a ruling with respect to the allowance of the claim,
and the claim would be counted, for voting purposes only, in the
amount determined by the Court.

If a creditor casts a ballot and has timely filed a claim, but an
objection is filed against the claim 18 days prior to the Voting
Deadline, the Debtors ask the Court that the creditor's ballot
not be counted, unless the claim is temporarily allowed by the
Court for voting purposes.  However, if an objection to a claim
requests that the claim be reclassified and allowed in a fixed,
reduced amount, that claimant's ballot will be counted in
accordance with the reduced amount or as the reclassified
category.

                  Estimating EPD/Breach Claims

In agreements used by the Debtors to sell or place mortgage
loans, the buyer or securitization trustee is permitted to "put"
the loans back to the selling Debtor if the selling Debtor
breached certain seller representations and warranties.  The
Debtors seek permission to temporarily allow claims resulting
from the breach, solely for purposes of voting to accept or
reject the Plan, and not for the allowance of or distribution on
account of Early Payment Default/Breach Claim, in accordance with
these rules:

   (1) The Debtors will have served each known holder of an
       EPD/Breach Claim with a preliminary informational
       questionnaire on or before September 5, 2008;

   (2) Each claim holder must supply the information requested by
       September 30;

   (3) If a claim holder fails to provide the information
       requested, and the Debtors are unable to estimate the
       amount of damages for the claim, the claim will be
       temporarily allowed for voting purposes only in the amount
       of $1;

   (4) If the claim holder provides the information requested,
       the Debtors will file and serve by October 10 to the claim
       holder a schedule listing the claim amount that will be
       temporarily allowed solely for voting purposes;

   (5) If the claim holder disputes the claim voting amount, the
       holder must file and serve an objection no later than
       October 24, which objection may be resolved by stipulation
       with the Debtors or by the Court at the Confirmation
       Hearing;

   (6) If the claim holder does not object to the claim voting
       amount, the holder will be deemed to have consented to
       having its claim temporarily allowed, but will not be
       deemed to have waived any other rights in respect of the
       validity of its claim; and

   (7) The claim voting amount will not be deemed to be a
       substantive objection to, or estimation of, any claim, and
       nothing in the claim tabulation rules impairs or affects
       the Debtors' or the Official Committee of Unsecured
       Creditors' rights to object to or estimate the claim or
       any other Claims.

                     Tabulating the Ballots

The Debtors propose that separate claims held by a single
creditor in a particular class will be aggregated as if the
creditor held one claim against the Debtors in that class, and
the votes related to the claims will be treated as a single vote
to accept or reject the Plan.

Creditors or interest holders must vote all of their claims or
interests within a particular class either to accept or reject
the Plan, and may not split their vote.  Accordingly, a ballot or
multiple ballots with respect to multiple claims within a single
class that partially rejects and partially accepts the Plan will
not be counted.

Ballots will not be counted if they:

   -- are not timely received;

   -- do not have signatures;

   -- are postmarked prior to the Voting Deadline, but received
      after the deadline;

   -- are illegible, or contain insufficient information to
      permit the identification of the creditor;

Whenever a creditor casts more than one ballot voting the same
claim or interest prior to the Voting Deadline, the last ballot
received prior to the deadline will be deemed to reflect the
voter's intent and supersede any prior ballots.  If a creditor
simultaneously casts inconsistent duplicate ballots, with respect
to the same claim, the ballots will not be counted.

Each creditor will be deemed to have voted the full amount of its
claim.  Unless ordered by the Court, questions as to the validity
and acceptance or withdrawal of ballots will be determined by
Epiq and the Debtors, which determination will be final and
binding.


                    About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel.  As of March
31, 2007, American Home Mortgage's balance sheet showed total
assets of $20,553,935,000 and total liabilities of
$19,330,191,000.

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


AMERICAN HOME: Wants Until Dec. 1 to Remove Prepetition Actions
---------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
extend through December 1, 2008, their deadline to remove pending
prepetition actions against them, pursuant to Section 1452 of the
Judiciary and Judicial Procedures Code, and Rules 9006 and 9027 of
the Federal Rules of Bankruptcy Procedure.

The Debtors ask the Court to approve the extension without
prejudice to:

   -- any position they may take regarding whether Section 362 of
      the Bankruptcy Code applies to stay any given civil action
      pending against them; and

   -- their right to seek further extensions.

Since the Petition Date, the Debtors have focused primarily on
maximizing the value of the Debtors' estates for the benefit of
their stakeholders through the orderly liquidation of their
assets, relates James L. Patton, Jr., Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.  To that end, the
Debtors solicited, negotiated and sought approval of several
sales of various assets, including the sale of the Debtors'
mortgage loan servicing business, Mr. Patton explains.

During the most recent extension of the Removal Period, the
Debtors, among other things:

   -- obtained a global settlement with Bank of America, N.A., as
      administrative agent for the Debtors' prepetition lenders
      and the Official Committee of Unsecured Creditors;

   -- negotiated a settlement of litigation and claims between
      certain of the Debtors and Calyon New York Branch;

   -- filed their Chapter 11 plan of liquidation and disclosure
      statement;

   -- negotiated for an extension of their postpetition financing
      from their postpetition lender; and

   -- sold certain non-performing Loans to Beltway Capital, LLC.

In light of their recent tasks, the Debtors have not had an
opportunity to fully investigate all of the State Court Actions
to determine whether removal is appropriate, Mr. Patton points
out.  Accordingly, the Debtors seek an extension of the current
deadline to protect their right to remove any of the State Court
Actions.

The Debtors submit that granting additional opportunity to
consider removal of the State Court Actions will assure that
their decisions are fully informed and consistent with the best
interests of the bankruptcy estates.  Mr. Patton notes that
nothing in the extension request will prejudice any party to a
proceeding that the Debtors may ultimately seek to remove, from
seeking the remand of the action under Section 1452(b) at the
appropriate time.

Judge Christopher Sontchi will convene a hearing on September 15,
2008, at 10:00 a.m., to consider the Debtors' request.  Pursuant
to Del.Bankr.LR 9006-2, the Debtors' Removal Period is
automatically extended until the conclusion of that hearing.

                    About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel.  As of March
31, 2007, American Home Mortgage's balance sheet showed total
assets of $20,553,935,000 and total liabilities of
$19,330,191,000.

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


BARNEY RHODES: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Barney M. Rhodes
        760 Cockle Street
        Holly Ridge, NC 28445

Bankruptcy Case No.: 08-06099

Chapter 11 Petition Date: September 8, 2008

Court: Eastern District of North Carolina (Wilson)

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  efile@stubbsperdue.com
                  Stubbs & Perdue, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

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/nceb08-06099.pdf                     


BAY POINT: Moody's Withdraws Debt Rating After Full Loan Payment
----------------------------------------------------------------
Moody's Investors Service has withdrawn the debt rating of Bay
Point Re Ltd. following repayment of its term loan in full.  The
repayment coincided with the wind down of the reinsurance
agreement between Bay Point Re Ltd. and Harbor Point Re Limited,
which had provided the latter with protection on certain
catastrophe reinsurance contracts.  The Baa3 insurance financial
strength rating of Bay Point Re remains in effect and unchanged.
Bay Point Re is a special-purpose reinsurer that is commonly
referred to as a 'sidecar'.

This rating has been withdrawn due to repayment:

   -- Bay Point Re Ltd. -- $75 million senior secured term loan
      at (P)Ba2.


BHM TECHNOLOGIES: Wants Former CFO Vanderkooi as Consultant
-----------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries,
pursuant to Section 363(b) of the Bankruptcy Code, seek approval
from the United States Bankruptcy Court for the Western District
of Michigan to enter into a consulting agreement with Ray
VanderKooi, the Debtors' former chief financial officer.  

A copy of the Agreement is available for free at:

                http://researcharchives.com/t/s?283

Robert S. Hertzberg, Esq., at Pepper Hamilton LLP, in Detroit,
Michigan, relates that Mr. Vanderkooi joined The Brown
Corporation of America in October 2002 as Corporate Controller
and he was promoted to his current position in July 2004.  Prior
to joining Brown, Mr. VanderKooi served as Senior Manager for
Ernst & Young LLP, in their Tax Services department.  

Mr. VanderKooi has notified the Debtors that he intends to resign
his employment with the Debtors, effective September 1, 2008.  
Mr. Hertzberg states that in recognition of Mr. VanderKooi's
important institutional knowledge of the Debtors and his
involvement in a number of critical events in the Chapter 11
cases, Mr. VanderKooi has agreed to act as a consultant to the
Debtors for a one month period beginning September 1, 2008.

As a consultant to the Debtors, Mr. VanderKooi will:

    * involve the routine maintenance of the Debtors' business
      operations - the transitioning of his institutional
      knowledge to his successor.  

    * not be controlling, managing, administering, investing,
      purchasing or selling assets that are significant to the
      Debtors' reorganization and he will not be involved in
      negotiating the Plan, which has already been filed and has
      been sent to creditors.  

    * not have discretion or autonomy as a consultant to exercise
      his own professional judgment with respect to the
      administration of the Debtors' estates and, although his
      knowledge of the Debtors and their operations is quite
      detailed and very valuable, as a consultant, he will not be
      deeply involved in the administration of the Debtors'
      estates.

Mr. Hertzberg says that Mr. VanderKooi has been an integral part
of the Debtors' management team throughout the bankruptcy
proceedings and has been intimately involved in the financial
aspects of this case and without Mr. VanderKooi's experience and
institutional knowledge, the Debtors' planned restructuring      
would become much more difficult and much less efficient.

The Debtors' entry into the Agreement, Mr. Hertzberg adds, is
warranted because the Agreement will permit Mr. VanderKooi to
transition his knowledge to his successor, protecting the Debtors
and ensuring that the smooth pace of these bankruptcy cases will
not falter.

The Debtors sought and obtained the Court's approval to shorten
the notice period for parties in interest to object to the
Debtors' request until September 12, 2008 at 4:00 p.m. EDT.

The hearing to consider the request will be convened on September
15, 2008 at 2:00 p.m. EDT.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  The Debtors total
scheduled asset is $0 and its total scheduled liabilities is
$336,506,519.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.

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


BHM TECHNOLOGIES: Brown Entities Want to Assume Visteon Deal
------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries have
entered into arrangements with customers --  with regards to their
automotive supply contracts -- to supply product for a particular
platform subject to a certain tooled capacity.  These arrangements
typically have a duration equal to the life of the platform, which
is generally three to seven years for automotive vehicles.  

In most cases, the Debtors' contracts with their customers take
the form of purchase orders which include establish pricing,
product specifications and address freight and other similar
issues.

Since the Petition Date, the Debtors' management and advisors
have undertaken a review and analysis of customer contracts and
have engaged in the negotiation of adjustments to the terms of
the contracts.

By this motion and pursuant to Section 365 of the Bankruptcy
Code, The Brown Corporation of America, Inc., The Brown Company
of Waverly, LLC, The Brown Company of Ionia, LLC, and The Brown
Corporation of Greenville, Inc., ask authority from the United
States Bankruptcy Court for the Western District of Michigan to
assume an executory supply agreement with Visteon Corporation, as
amended by a certain adjuster agreement.

Under the Agreement, Brown is to manufacture and sell, and
Visteon is to purchase, certain component parts for incorporation
into automotive assemblies.  The Agreement consists of
prepetition purchase orders, which incorporate Visteon's general
terms and conditions, together with an amendment that amends
certain terms and conditions of the Purchase Orders including
improvements of pricing for Brown.

Deborah Kovsky-Apap, Esq, at Pepper Hamilton LLP, in Detroit,
Michigan, tells the Court that authorizing the assumption of the
Agreement secures a valuable supply relationship with one of
Brown's major customers that are favorable to Brown.  "Equally
important, assumption of the Agreement improves the Debtors'
prospects for a successful emergence from their Chapter 11
cases," Ms. Kovsky-Apap adds.

Ms. Kovsky-Apap avers that the Debtors have successfully
negotiated important amendments to the terms and conditions of
the Purchase Orders.  According to Ms. Ms. Kovsky-Apap, these
amendments make it possible for Brown to continue to do business
with one of its major customers on terms that are economically
viable.  "Thus, assumption of the Agreement is beneficial to the
Debtors' estates."

The Agreement has been provided to the Court under seal.  
Ms. Kovsky-Apap relates that given the importance of the Debtors'
request and the fact that the Agreement contains sensitive and
confidential information, the Debtors sought and obtain
permission from the Court to file under seal the Agreement
pursuant to a protective order appropriate under Rule 9018 of the
Federal Rules of Bankruptcy Procedure, and Sections 107(b) and
105 of the Bankruptcy Code.

The Agreement, Ms. Kovsky-Apap says, contains detail pricing
information, as well as other confidential aspects of the
contractual customer supply relationship between Brown and
Visteon.  Ms. Kovsky-Apap warns that its exposure to the public
might jeopardize the Debtors' negotiating position and strategy
with respect to other customers and suppliers and will place the
them at a competitive disadvantage.

Further, the Debtors sought and obtain from the Court to shorten
the notice period of the request by setting September 11, 2008,
at 5:00 p.m. EDT, as the objection deadline and September 15,
2008, at 2:00 p.m. EDT, its hearing date.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  The Debtors total
scheduled asset is $0 and its total scheduled liabilities is
$336,506,519.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.

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


BHM TECHNOLOGIES: Court Extends Time to Assume or Reject Leases
---------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan, pursuant to Section 365(d)(4) of the Bankruptcy Code,
approved the request of BHM Technologies Holdings, Inc., and its
debtor-subsidiaries to have their deadline to assume or reject
unexpired leases of non-residential property extended through and
including December 15, 2008.

Robert S. Hertzberg, Esq., at Pepper Hamilton LLP, in Detroit
Michigan, states that since the Petition Date, the Debtors have
filed a Plan of Reorganization, which contemplates a 100% payment
to the Debtors' unsecured ongoing trade creditors.  The Debtors
have analyzed their Leases and described their treatment in the
Plan.  Creditors entitled to vote on the Plan have until Sept. 19,
2008 to cast their ballots.  

The Debtors have remained committed to their goal of
restructuring their balance sheets in a speedy and efficient
manner with no disruption to ongoing trade creditors.

Mr. Hertzberg says that although the Plan sets forth the
treatment of the Debtors' Leases, the Confirmation Hearing is not
scheduled to take place until after the expiration of the Lease
Decision Period, and the effective date of the Plan will not take
place until a date even after such Deadline.  

The Debtors assert that the 90-day extension will give them
sufficient time to implement the Plan after the Confirmation
Hearing or further analyze their Leases in the event that the
Plan is not confirmed by the Bankruptcy Court.

Mr. Hertzberg avers that the extension will give the Debtors  
sufficient time to implement the Plan and further analyze their
Leases in the event that the Plan is not confirmed by the Court.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  The Debtors total
scheduled asset is $0 and its total scheduled liabilities is
$336,506,519.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.

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


BHM TECHNOLOGIES: Eclipse Wants Debtors' Objections Denied
----------------------------------------------------------
Eclipse Tool and Die, Inc., asks the United States Bankruptcy
Court for the Western District of Michigan to deny the objection
of BHM Technologies Holdings, Inc., and its debtor-subsidiaries on
these grounds:

   (a) Brown has mistakenly and inaccurately defined itself as
       the "Customer" under the Michigan Special Tool Lien Act,
       "MSTLA", MCL 570.541 et. seq. - Brown is not the Customer
       but the End User;

   (b) Brown's claim that the MSTLA does not allow for
       repossession of tooling from a non-debtor corporation in
       Mexico is inaccurate;  

   (c) The Court has the authority, power and jurisdiction,
       pursuant to the MSTLA to enforce Special Tool Builder Lien
       regardless of the location of the property; and

   (d) Brown's attempts to argue that Eclipse was well aware
       "that its right to payment would depend upon Intier
       [Automotive Interiors] paying Brown", there is not one
       correspondence and  documentary evidence submitted by
       Brown that would indicate that Eclipse was actually aware
       at the time it agreed to design, fabricate and manufacture
       the Special Tooling that it would not be paid until Brown
       was paid by Intier.

David S. Lefere, Esq., at Bolhouse, Vander Hulst, Risko & Baar,
P.C., in Grandville, Michigan, says that Brown has mistakenly and
inaccurately defined itself as the "Customer" under the MSTLA.   
The MSTLA defines a Customer, End User and Special Tool Builder
as:

   (1) End User: a person who uses a special tool as part of his
       or her manufacturing process. MCL 570.542(b).

   (2) Special Tool Builder: a person who designs, develops,
       manufactures, or assembles special tools for sale. MCL
       570.542(d).

   (3) Customer: a person who causes a special tool builder to
       design, develop, manufacture, assemble for sale, or
       otherwise make a special tool for use in the design,
       development, manufacture, assembly, or fabrication of
       metal parts, or a person who causes an end user to use a
       special tool to design, develop, manufacture, assemble or
       fabricate a metal product. MCL 570.542(a).

Mr. Lefere avers that the Court has the authority, power and
jurisdiction, pursuant to the MSTLA to enforce Special Tool
Builder Lien regardless of the location of the property.  
                                                      
Mr. Lefere says Eclipse did not expect to wait over two years
after the start of the design, fabrication and manufacture of the
tooling, and over year and a half after the delivery of the
tooling to be paid by Brown.  Eclipse is attempting to protect
its interest in the Special Tooling, its lien rights under the
MSTLA, and ultimately to secure payment.  

Eclipse asks the Court to grant it relief from the automatic stay
to allow it to seek possession of the Special Tooling or obtain
payment as a secured creditor for $699,635 or receive adequate
protection as a secured lienholder pursuant to the MSTLA.

              Parties Agree to Adjourn Hearing Date

The Debtors and Eclipse sought and obtained the Court's approval
to adjourn the hearing on Eclipse's motion to lift the automatic
stay and request for adequate protection.  

The Court will convene a hearing on September 15, 2008 at 2:00
p.m., to resolve the said matters.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  The Debtors total
scheduled asset is $0 and its total scheduled liabilities is
$336,506,519.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.

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


BHM TECHNOLOGIES: Trade Creditors Sell 32 Claims Totaling $711,308
------------------------------------------------------------------
As of September 9, 2008, the Clerk of the United States Bankruptcy
Court for the Western District of Michigan recorded 32 claim
transfers totaling $711,308 in the Chapter 11 cases of BHM
Technologies Holdings, Inc., and its debtor-subsidiaries to:

   (a) Debt Acquisition of America V, LLC

       Transferor                               Claim Amount
       ----------                               ------------
       Longwood Elastomers                           22,060
       Jerry's Paint Store                            1,489
       Repair Services Inc                            1,390
       Southern Copper & Supply Co.                   1,300
       Spearman and Co Inc                            1,267
       Tool Crib Supplies Inc                         1,262
       Recycling Concepts of WES                      1,085
       New Dixie Fasteners Inc                          904
       Air Quality Specialists                          988
       Electro-Matic Products Inc.                      958
       Wolbers Landscaping Inc.                         933
       Herald Dispatch                                  961
       Laser Connection LLC                             871
       Harlows Casino Resort                            841
       T & G Pallet Co Inc                              812
       Dixie Fire Protection Inc.                       786
       Dan's Lock & Key                                 765
       Depatie Fluid Power Corp                         732
       Alford Printing Co.                              721
       Custom Design Tool & Gage                        700
       PTI Quality Containment                          628
       Calhoun County Co Inc                            601
       Vallery Ford Inc                                 586
       Choctaw-Kaul Distribution Co.                    519

   (b) Liquidity Solutions, Inc.

       Transferor                               Claim Amount
       ----------                               ------------
       Cintas First Aid                              $8,453
       Mac Electric Inc.                              6,600
       Automated Deburring                            1,950
       TSC Sorting Company Inc                        1,944
       Armology of Ohio Inc                           1,923
       EMS Inc.                                       1,545
       Mecon Industries Limited                       1,373
       Liakos Company Inc                             1,178
       Ressorts Campi Springs In                      1,159
       Maya Gage Co                                   1,000

   (c) ASM Capital, L.P.

       Transferor                               Claim Amount
       ----------                               ------------
       Modern Metal Products Inc                   $594,896
       A-1 Fastener                                  14,949
       A-1 Fasteners, Inc.                            4,340
       J & J Expediting Inc.                          3,178
       A-1 FAstener, Inc.                             2,979
       Cole Pallet Co.                                2,735
       HCI Supply of Dyersburg                        2,647
       Construction Complete                          2,358

   (d) Fair Harbor Capital. LLC

       Transferor                               Claim Amount
       ----------                               ------------
       Power Motion Sales, Inc.                      $3,074
       Airtx International                            2,287
       Product Resources Inc.                         1,588
       Hi Line Supply Company                         1,424
       D&K Packaging LLC                              1,328
       Wolber's Landscaping Inc.                      1,061
       Ranger Distributing Inc.                         938

   (e) Fair Liquidity Partners, LLC  

       Transferor                               Claim Amount
       ----------                               ------------
       King Filtration Technologies, Inc.            $1,242

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  The Debtors total
scheduled asset is $0 and its total scheduled liabilities is
$336,506,519.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.

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


BOOM DRILLING: Seeks Bankruptcy Protection Under Chapter 11
-----------------------------------------------------------
Bloomberg News' Steven Church reports that Boom Drilling Inc.
along with three of its affiliates filed voluntary petitions under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Western District of Oklahoma.

Bloomberg says that the company did not cite reasons why it filed
for bankruptcy.

The company listed assets between $100 million and $500 million
and debts between $50 million and $100 million.  It owes at least
$100 million to unsecured creditors, Bloomberg says.  According to
papers filed with the Court, Internal Revenue Services from
Philadelphia asserted $3.7 million in payroll taxes against the
Debtors.

Bloomberg relates the the company expects to have enough cash to
pay unsecured creditors after it restructures its debts.

The company's affiliates include Boomer Mud Pump LLC, J&J Air
Drilling Inc., and Rocket Companies LLC.

Tommy Weder is the company's founder and chief executive officer,
Bloomberg notes.

                       About Boom Drilling

Headquartered in Woodward, Oklahoma, Boom Drilling Inc. --
http://www.boomdrilling.com/-- owns and operates 12 oil and gas  
drilling rigs together with associated parts, components and
drilling related equipment.  Its has approximately 400 employees.  
The company and its affiliates filed for Chapter 11 protection on
Sept. 8, 2008 (Bankr. W.D. Okla. Lead Case No. 08-13941).  Stephen
J. Moriarty, Esq., at Andrews Davis, PC, represents the Debtors in
their restructuring efforts.


BOSCOV'S INC: Obtains Final Approval on $250 Million DIP Financing
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
entered a final order approving Boscov's Department Store LLC's
$250 million Debtor-in-Possession financing from Bank of America.

The approval, granted during an August 29 hearing before Judge
Kevin Gross, provides Boscov's with access to the capital
necessary to meet its ongoing financial obligations during its
restructuring process.  The approval of the DIP facility ensures
that Boscov's business and stores will continue to operate without
interruption.  Additionally, it allows for normalized relations
with vendors, ensuring a healthy merchandise flow as the company
prepares for the holiday selling season.

As reported in the Troubled Company Reporter on Aug. 11, 2008, the
principal terms of the DIP Credit Facility are:

   Borrower:          Boscov's Department Stores LLC, and
                      SDS. Inc.

   Administrative   
   Agent and Lender:  Bank of America, N.A., as administrative
                      agent for a syndicate of lenders
   
   Guarantors:        Boscov's, Inc., Boscov's Transportation
                      Company, LLC, Boscov's PSI, Inc., Boscov's
                      Investment Company, Boscov's Finance
                      Company, Inc., and Retail Construction &
                      Development, Inc.

   DIP Facility:      A $225,000,000 senior revolving credit
                      facility to be funded in conjunction with
                      up to a $25,000,000 "last revolver
                      advance."  The Revolver contains a sublimit
                      of $50,000,000 for the issuance of standby
                      and documentary letters of credit.  Swing
                      line loans will be made available by the
                      DIP Agent on a "same day" basis in an
                      aggregate amount not to exceed $25,000,000.

   Interest Rate
   & Applicable
   Margins:           The Revolver will accrue interest at either
                      (i) the Prime Rate established from time to
                      time by the DIP Agent plus the Applicable
                      Margin, or (ii) the LIBOR Rate plus the
                      Applicable Margin.  Swing line loans will
                      bear interest at the Prime Rate plus the
                      Applicable Margin.  Interest on Prime Rate
                      loans will be due and payable monthly in
                      arrears, and interest on LIBOR Rate loans
                      will be payable at the end of each
                      applicable interest period or quarterly in
                      arrears, whichever is earlier.

                      Applicable Margin for the Revolver Loan is
                      1.00% for Prime Rate loans, and 3.00% for
                      LIBOR Rate loans.

                      Applicable Margin for the Last Out Revolver
                      Advance is 2.25% for Prime Rate loans, and
                      4.25% for LIBOR Rate loans.

                      Upon default, each level of the Applicable
                      Margin will be increased by 2.00% per annum

   Borrowing Base:    The aggregate amount of loans made and
                      letters of credit issued under the Revolver
                      and Last Out Revolver Advance will at no
                      time exceed the lesser of (i) $250,000,000,
                      or (ii) the sum of the Borrowing Base, plus
                      the Incremental Advance.  

   Budget:            Borrowers will not pay any expenses other
                      than those set forth in the DIP Budget,
                      subject to a variance not to exceed 10% of
                      the budgeted amounts.  The Borrowers will
                      receive new shipments of inventory at least
                      90% of the inventory purchases reflected in
                      the approved DIP Budget, and will achieve
                      revenues of at least 90% of those projected
                      in the approved Budget.

   Fees:              The DIP Facility contemplates payment of
                      fees equal to:

                         -- 2.00% of the amount of the DIP
                            facility as underwriting fee;

                         -- 50% of the LIBOR Applicable Margin as
                            documentary letters of credit fee;

                         -- Applicable LIBOR Margin as standby
                            letters of credit fee;

                         -- 0.25% of the face amount of each
                            Letter of Credit;

                         -- 0.375% per annum, payable monthly in
                            arrears on the unused portion of the
                            DIP Facility; and
                      
                         -- $100,000 as Collateral Agent fee.

                      All Letters of Credit will be subject to
                      the DIP Agent's customary fees and charges.

                      Borrowers will also pay the DIP Agent an
                      expense deposit of $100,000, and pay any
                      expense in excess of the deposit.

   Maturity:          The DIP Facility will come due and payable
                      in full on the earliest of (i) 12 months
                      from the Closing Date, (ii) a continuing
                      event of default by the Debtors, (iii) a
                      sale of all or substantially all of the
                      Borrowers' assets under Section 363 of the
                      Bankruptcy Code, or (iv) the Debtors'
                      emergence from Chapter 11.

   Priority & Liens:  The DIP Facility will be secured by:

                         * a first perfected security position on
                           all assets of the Debtors; and

                         * a superpriority administrative claim
                           under Section 507(b) having priority
                           over all other administrative claims.

                      The Last Out Revolver Advance will be
                      second in right of payment from the
                      collateral to the DIP Facility.

                      The DIP Facility will not be secured by
                      proceeds from avoidance actions under
                      Chapter 5, other than those arising under
                      Section 549, and will be subject to the
                      Professional Expense Carve Out and any
                      Permitted Prior Liens.

   Professional
   Expense
   Carve-Out:         A Professional Expense Carve Out means a
                      carve out for (a) allowed administrative
                      expenses pursuant to Section 1930(a)(6) of
                      the Judiciary and Judicial Procedures Code,
                      and (b) professional fees of, and expenses
                      incurred by, professionals of the Borrowers
                      and of any committee appointed in the
                      Borrowers' bankruptcy cases in an amount
                      not to exceed $3,000,000.     

   Events of Default: Customary events of default, including
                      failure to obtain an final DIP Order on or
                      before September 8, 2008.  The DIP Agent
                      may require the Loan Parties to file
                      motions to sell, lease, or otherwise
                      dispose of the Collateral, and sell,
                      assume, assign, or otherwise dispose of all
                      Leasehold Interests.

   Covenants:         Usual and customary covenants, including:

                        * Borrowers will furnish the DIP Agent
                          with a rolling 13-week cash flow on
                          Wednesday of each week, reflecting
                          actual results from the prior 13-week
                          period compared to budget and projected
                          results for the subsequent 13-week
                          period; and

                        * Borrowers will file a plan of
                          reorganization and disclosure statement
                          by October 22, 2008, which plan will
                          provide for the full payment of all DIP
                          obligations.         

A full-text copy of the DIP Credit Agreement is available for
free at http://bankrupt.com/misc/boscovsdippact.pdf

"The Court's approval of the DIP financing is an important step
forward in our restructuring process," Ken Lakin, chairman and
CEO, said.  "We are grateful for this vote of confidence as we
normalize relations with vendors and provide our customers with
the wide selection, great prices and warm personalized service for
which Boscov's is known."

                       About Boscov's Inc.

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

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

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

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


BROCADE COMMS: S&P Places Corporate Credit Rating at 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to San Jose, Calif.-based Brocade Communications
Systems Inc. The outlook is positive.

"We also assigned a 'BB+' bank loan rating to Brocade's proposed
aggregate $1.125 billion senior secured credit facilities,
consisting of a $1 billion five-year term loan and a $125 million
revolver," S&P said.  "The recovery rating on the credit
facilities is '1', indicating expectations for very high (90%-
100%) recovery in the event of a default.  We also assigned
preliminary senior unsecured and subordinated ratings of 'BB-' and
'B', respectively, to debt securities that may be issued under
Brocade's recent $750 million universal shelf registration."

"The $1 billion term loan will be used to partially fund Brocade's
$2.9 billion acquisition of Foundry Networks Inc., which we expect
to close in the fourth quarter of calendar 2008.  Funding of the
balance is expected to include $1.3 billion of cash, $109 million
of Brocade stock, and $500 million of unsecured debt, which could
include a drawdown under the shelf.

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

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


BROCADE COMMUNICATIONS: Moody's Rates Corporate Family Ba3
----------------------------------------------------------
Moody's Investors Service assigned a first time Ba3 corporate
family rating and Ba3 probability of default rating to Brocade
Communication Systems, Inc. pending its $2.9 billion acquisition
of Foundry Networks Inc.  Moody's also assigned Ba2 (LGD2, 28%)
ratings to the $1.125 billion senior secured loan facilities used
to finance the acquisition and a liquidity rating of SGL-1.  It is
anticipated that the acquisition would be financed with $1 billion
in term loan out of the $1.125 billion senior secured facilities,
$500 million in senior unsecured loans (whether in the form of
senior unsecured notes, convertible notes or senior unsecured
bridge loans), Brocade stock, and cash on hand.  The acquisition
is expected to close in the fourth quarter of calendar 2008.  The
ratings outlook is stable.

The Ba3 corporate family rating largely reflects the debt levels
used to finance the acquisition as well as the risks associated
with the integration of Foundry and the evolving nature of the
networking industry.  Pro forma trailing leverage levels are
expected to be approximately 3.8x on a Moody's adjusted basis
(3.2x on an as reported basis excluding stock compensation).  The
ratings are supported by Brocade's leadership position within
storage area networking and Foundry's niche position within the
broader data networking market as well as the strong cash
generating capabilities of the combined entity.  While near term
prospects for both businesses are strong, the long term ability to
develop a converged product portfolio and maintain market position
is less certain.  Both markets are experiencing continued growth
despite the overall economic slowdown.

Brocade was an early leader in the storage area network (SAN)
market and early proponent of the Fibre Channel communications
standard which is the current pre-dominant network architecture
for storage area networks. Brocade has supported its market
leading position with continued development of higher speed, next
generation product offerings and select acquisitions including the
2007 McData acquisition (the number three player in the SAN
market).  Brocade's success has been aided by their Fibre Channel
expertise however Fibre Channel's dominance in the SAN market is
not assured going forward as the industry evolves.  The Foundry
acquisition provides Brocade with diversification outside of
storage networking as well as key Ethernet expertise should the
SAN and broader data networking markets converge. Foundry is a
relatively small but technically competent player in the broader
data networking market.  Both companies face a primary competitive
threat from the overall much larger and better capitalized Cisco
Systems, Inc. (rated A1).

The stable ratings outlook reflects the expectation that the
combined businesses will continue their strong operating
performance and maintain their market positions over the near
term. Moody's expects the company will focus its efforts initially
on rationalizing expenses of the two businesses and using excess
cash flow to repay debt.  The ratings could face downward pressure
if the integration causes material deterioration in the Brocade or
Foundry business lines or the company makes an additional debt
financed acquisition.  The ratings could move up if the company
successfully integrates Foundry, leverage is reduced below 3x and
the outlook for the industry remains strong.  Additional
information can be found at www.moodys.com.

Pro forma for the acquisition Brocade's trailing twelve month
revenue was approximately $2.0 billion.  The company is
headquartered in San Jose, California.


CAGUAS LUMBER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Caguas Lumber Yard Inc.
        aka Casas Masso Inc.
            Empresas Masso
            Masso Outlet
            Masso Enterprises
            EMG Advertising
            Ferreteria Masso
            Casas Rositas Inc.
            Masso Concretos
            Masso Express
            Modelos Masso
        Ave. Rafael Cordero, Caguas
        P.O. Box 446
        Caguas, PR 00726

Bankruptcy Case No.: 08-05879

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
Masso Expo Corp.                               08-05881
Fabrica De Bloques Masso Inc.                  08-05886
MEC Investment Inc.                            08-05883

Chapter 11 Petition Date: September 8, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carmen D. Conde Torres
                  notices@condelaw.com
                  5th Floor, 254 San Jose Street
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: 787-729-2203

Estimated Assets: $1 million to $10 million

Estimated Debts: Unknown

A list of the Debtors' largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb08-05879.pdf


CBA GROUP: Moody's Withdraws Ratings for Lack of Information
------------------------------------------------------------
Moody's Investors Service withdrew all of the ratings on the CBA
Group, LLC. The ratings have been withdrawn because Moody's
believes it lacks adequate information to maintain the rating.
Please refer to Moody's Withdrawal Policy on Moodys.com.

The following ratings/assessments under review for possible
downgrade (12/07/07) were withdrawn:

   -- B3 Corporate family rating;

   -- Caa1 Probability-of-default rating;

   -- B2 rating on the $25 million senior secured revolving credit
      facility (LGD 2, 26%);

   -- B2 rating on the $110 million senior secured term loan B
      (LGD 2, 26%).

The CBA Group, LLC is a global leader in circuit board assembly
technologies, products and services.


CITIZENS BANK: Weiss Ratings Assigns "Very Weak" E- Rating
----------------------------------------------------------
Weiss Ratings has assigned its E- rating to Citizens Bank and
Trust Company of Chicago.  Weiss says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests Weiss uses
to identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."

Citizens Bank and Trust Company of Chicago is a specialized
commercial lender.  While the institution is not a member of the
Federal Reserve, deposits have been insured by the Federal Deposit
Insurance Corporation since Jan. 31, 2000, when the Bank was
founded.  The bank is owned by owned by Citizens Financial
Corporation.  

At June 30, 2008, Citizens Bank disclosed approximately
$69 million in assets and $64 million in liabilities in regulatory
filings delivered to the FDIC.  


CITIGROUP MORTGAGE: Moody's Cuts Ratings on 10 Certificates
-----------------------------------------------------------
Moody's Investors Service has downgraded 10 certificates from two
Citigroup Mortgage Loan Trust deals issued in 2007.  Three of the
downgraded certificates will remain on review for possible further
downgrade, while five other certificates have been placed on
review for possible downgrade.

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

Complete rating actions are as follows:

Issuer: Citigroup Mortgage Loan Trust 2007-FS1

   -- Cl. II-A1A, Placed on Review for Possible Downgrade,
      currently Aaa

   -- Cl. II-A1B, Placed on Review for Possible Downgrade,
      currently Aaa

   -- Cl. II-A2, Placed on Review for Possible Downgrade,
      currently Aaa

Issuer: Citigroup Mortgage Loan Trust 2007-WFHE4

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

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

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

   -- Cl. M-2, Downgraded to Ba2 from Aa1

   -- Cl. M-3A, Downgraded to B1 from Aa2; Placed Under Review
      for further Possible Downgrade

   -- Cl. M-3B, Downgraded to B1 from Aa2; Placed Under Review
      for further Possible Downgrade

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

   -- Cl. M-5, Downgraded to Caa1 from A1

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

   -- Cl. M-7, Downgraded to C from A3

   -- Cl. M-8, Downgraded to C from Baa1

   -- Cl. M-9, Downgraded to C from Baa2



CITYNAP LTD: Files for Chapter 11 Protection in San Antonio
-----------------------------------------------------------
San Antonio Business Journal's Catherine Dominguez reports that
CityNAP Ltd. filed for Chapter 11 bankruptcy protection last week
before the United States Bankruptcy Court for the Western District
of Texas.

CityNAP disclosed $460,000 in total debts and $100,000 in total
assets, according to Ms. Dominguez.

Ms. Dominguez says the Debtor's largest creditors include Pecan
Paragon Ltd., owners of the building located at 415 N. Main where
CityNAP has operated since its inception in 2006; Neopolitan
Networks Inc., which manages CityNAP; and Siemens, an Illinois-
based company that provides CityNAP\u2019s with a digital closed-
circuit television security system.

CityNAP is disputing two claims totaling $230,000 by Pecan
Paragon, Ms. Dominguez adds.

Ms. Dominguez relates that Frank Robles, owner of CityNAP,
confirmed the bankruptcy filing. However, he declined to comment
any further on the situation, the report says.

In a memo sent out to CityNAP customers, a copy of which was
obtained by the Business Journal, CityNAP said it would continue
to deliver service to its customers as it proceeds with bankruptcy
reorganization.

Neopolitan Networks Inc., which took over management of CityNAP
earlier this year, has moved its offices to the Weston Center,
located at 112 E. Pecan St., in downtown San Antonio. Mr. Robles
serves as CEO of Neopolitan Networks, according to Ms. Dominguez.

San Antonio, Texas-based CityNAP provides businesses with an
environmentally controlled and secure storage location for their
networking systems.


CONSTANTINE TASLIS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Constantine Taslis
        Elaine Taslis
        aka Costas Taslis
        218 Lowell Street
        Lexington, MA 02420

Bankruptcy Case No.: 08-16730

Chapter 11 Petition Date: September 8, 2008

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: John K. Buck Esq.
                  Law Office of John Buck
                  210 Washington Street  
                  Woburn, MA 01801
                  Tel: (781) 935-2143
                  Fax: (781) 935-2144

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

The Debtor did not file a list of 20 largest unsecured creditors.
                       

COUNTRYWIDE FINANCIAL: Presents Revised Deal to Settle Claims
-------------------------------------------------------------
ABI World reports that the Countrywide Financial Corp. and a
chapter 13 trustee have submitted a new proposal to resolve claims
of abusive lending practices against the company.

Reuters' Jonathan Stempel reports that Countrywide and Ronda
Winnecour, the Chapter 13 trustee who oversees the bankruptcy
process in Pittsburgh, Pennsylvania, told the U.S. Bankruptcy
Court for the Western District of Pennsylvania in a joint filing
September 3, 2008, that the modified settlement calls for the
trustee to audit borrower accounts at her office's expense and to
ensure that Countrywide is cashing checks properly and assessing
no improper fees.

The Western District of Pennsylvania Bankruptcy Court oversees
cases of nearly 300 Countrywide borrowers in foreclosure in that
region, Mr. Stempel notes.

Ms. Winnecour had accused Countrywide of abusive practices,
including making inaccurate claims, filing needless paperwork,
demanding improper fees and charges, and losing or destroying more
than $500,000 in checks from homeowners in foreclosure.

On August 14, the Hon. Thomas Agresti rejected a prior settlement
among the parties, pointing that while the parties had made
progress in trying to help the borrowers, there was "no real
impetus" to complete the process, Mr. Stempel relates.

According to Reuters, the modified settlement also provides for
these terms:

  -- Borrowers would receive itemized payoff statements, and "be
     assured that each and every fee or charge added to their
     account has been fully disclosed and either permitted by
     court order or absorbed by Countrywide";

   -- The parties will delete from the earlier agreement a "non-
      disparagement" clause; and

   -- Record-keeping matters between the parties would be
      resolved within 120 days of court approval.

The U.S. Justice Department had said the clause could impede
regulatory probes on Countrywide.  The FBI is also investigating
Countrywide, Reuters says.

Judge Agresti has scheduled an October 2 status conference,
Reuters says.

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a
diversified financial services provider and a member of the S&P
500, Forbes 2000 and Fortune 500.  Through its family of
companies, Countrywide originates, purchases, securitizes, sells,
and services residential and commercial loans; provides loan
closing services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

As reported by the Troubled Company Reporter, Bank of America
closed its purchase of Countrywide for $2.5 billion on July 1,
2008.  The mortgage lender was originally priced at $4 billion,
but the purchase price eventually was whittled down to $2.5
billion based on BofA's stock prices that fell over 40 percent
since the time it agreed to buy the ailing lender.

As part of the purchase, BofA will also slash around 7,500 jobs.  
As reported in the Troubled Company Reporter on June 27, 2008, the
reductions will take place throughout the country within the next
two years, and will begin notifying affected associates in the
third quarter.  Most of the reductions will occur in instances
where the two companies have significant overlap in staff support.  
BofA will continue to monitor market conditions and make
adjustments as appropriate.

According to Reuters, BofA will modify around $40 billion of its
inherited troubled loans over the next two years to save
distressed homeowners.  The acquisition will also result in cost
savings.  Reuters notes that BofA stopped originating sub-prime
mortgages in 2001 and said it will not do so again.


CREDIT SUISSE: S&P Affirms Low-B Ratings on Six Class Certs.
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 27
classes of commercial mortgage pass-through certificates from
Credit Suisse Commercial Mortgage Trust Series 2007-C5.  The
affirmed ratings reflect credit enhancement levels that provide
adequate support through various stress scenarios.

As of the Aug. 15, 2008, remittance report, the collateral pool
consisted of 194 loans with an aggregate trust balance of $2.72
billion, both unchanged since issuance.  The master servicers,
KeyBank Real Estate Capital Inc. (KeyBank) and Capmark Finance
Inc. (Capmark), reported financial information for 82% of the
pool.  The terms of the transaction, which closed in November
2007, do not require the servicer to submit financial reporting
before Sept. 30, 2008.

The reported information included interim-2008, full-year 2007,
and full-year 2006 data.  Standard & Poor's calculated a weighted
average debt service coverage (DSC) of 1.34x for the pool,
compared with 1.35x at issuance.  There is one 90-plus-days
delinquent loan ($1.9 million) in the pool, which is the only loan
with the special servicer, Centerline Servicing Inc. (Centerline).
The trust has experienced no losses to date.

There are 18 loans ($307.8 million, 11%) in the pool that have
reported low DSCs but are not with the special servicer, two of
which ($21.6 million) are credit concerns.  The 18 loans are
secured by a variety of property types with an average balance of
$17.1 million and have experienced a weighted average decline in
DSC of 47% since issuance.  The two loans that are credit concerns
are secured by retail and mixed-use properties, and both of these
loans have experienced declines in occupancy.  The remaining loans
have significant debt service reserves or are in various stages of
lease-up or renovation, and we expect the net cash flow available
for debt service to improve in the future.

In addition, there are five loans in the pool ($69.4 million) that
will have DSCs below 0.9x when their initial interest-only (IO)
periods end in 13 to 48 months; we are concerned with one of these
loans.  The loan has a balance of $4.0 million and is secured by
an office property.  The loan does not have debt service reserves
in place, and the amortization period begins in 13 months.

The top 10 loans have an aggregate outstanding balance of $1.21
billion (44%) and a weighted average DSC of 1.28x, down from 1.39x
at issuance.  Standard & Poor's reviewed property inspections
provided by the master servicer for three of the assets underlying
the top 10 exposures.  All of the properties were characterized as
"good."

The credit characteristics of the 450 Lexington Avenue loan are
consistent with those of an investment-grade obligation.  The loan
is the largest in the pool and has a trust balance of $200.0
million (7%) and a whole-loan balance of $310.0 million.  The
whole loan consists of two pari passu senior participations; the
$110.0 million A-2 participation is not securitized.  In addition,
the equity interests of the borrower are secured by a total of
$290.0 million of mezzanine debt.  The whole loan is secured by
the leasehold interest in a 910,473-sq.-ft. class A office
building in midtown Manhattan.  As of March 1, 2008, the property
was 98.6% occupied and had not reported financial reporting since
issuance.  Standard & Poor's adjusted value for this loan is
comparable to its level at issuance.

The only loan with the special servicer is Oakmont Plaza ($1.9
million), which is 90-days-plus delinquent. The loan is secured by
the fee interest in a 17,292-sq.-ft. retail property in Calcutta,
Ohio, and was transferred to Centerline on July 10, 2008, due to
payment default.  On Aug. 19, 2008, the borrower advised
Centerline of his intention to bring the loan current within
30 days. Centerline is currently evaluating its options and has
ordered a new appraisal.

KeyBank and Capmark reported a watchlist of three loans ($43.1
million, 2%).  Standard & Poor's stressed the loans on the
watchlist and the other loans with credit issues as part of its
analysis.  The resultant credit enhancement levels support the
affirmed ratings.
        
Ratings affirmed
     
Credit Suisse Commercial Mortgage Trust Series 2007-C5
Commercial mortgage pass-through certificates
   
Class    Rating            Credit enhancement (%)
-----    ------            ----------------------
A-1      AAA                                30.03
A-2      AAA                                30.03
A-3      AAA                                30.03
A-4      AAA                                30.03
A-1-A    AAA                                30.03
A-AB     AAA                                30.03
A-M      AAA                                20.02
A-1-AM   AAA                                20.02
A-1-AJ   AAA                                12.26
A-J      AAA                                12.26
B        AA+                                11.39
C        AA                                 10.64
D        AA-                                 9.39
E        A+                                  8.26
F        A                                   7.76
G        A-                                  6.26
H        BBB+                                5.51
J        BBB                                 4.38
K        BBB-                                3.50
L        BB+                                 3.13
M        BB                                  2.75
N        BB-                                 2.38
O        B+                                  1.75
P        B                                   1.63
Q        B-                                  1.25
A-X      AAA                                 N/A
A-SP     AAA                                 N/A

N/A-Not applicable.


CSFB ARM: Moody's Corrects Rating on One Tranche of 2005-10 Cert.
-----------------------------------------------------------------
The rating action for one tranche from CSFB Adjustable Rate
Mortgage Trust 2005-10 appears incorrectly in the September 2
release.

The incorrect action was due to a drafting error in the press
release. The correct rating action for the impacted tranche is as:

   -- Cl. 5-M-2, Downgraded to Caa3 from B3

Revised portion of release:

Issuer: CSFB Adjustable Rate Mortgage Trust 2005-10

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

   -- Cl. 1-A-2-2, Downgraded to Aa2 from Aa1

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

   -- Cl. 3-A-1-2, Downgraded to Aa2 from Aa1

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

   -- Cl. 3-A-3-2, Downgraded to Aa2 from Aa1

   -- Cl. 4-A-2, Downgraded to Aa1 from Aaa

   -- Cl. 5-A-2, Downgraded to Aa3 from Aaa

   -- Cl. 5-M-2, Downgraded to Caa3 from B3

   -- Cl. 5-M-3, Downgraded to C from Ca

   -- Cl. 5-M-4, Downgraded to C from Ca

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

   -- Cl. 6-B-1, Downgraded to A1 from Aa2

   -- Cl. 6-B-2, Downgraded to Baa2 from A3

   -- Cl. 6-B-3, Downgraded to B2 from Ba1

   -- Cl. 6-B-4, Downgraded to Ca from Caa3

DIGISCRIPT INC: Court Sets Sept. 16 Hearing on DIP Loan
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
will convene a hearing Sept. 16 to consider approval of
DigiScript, Inc.'s request to borrow $600,000 in postpetition
financing from DigiScript Financing LLC.

The Debtor needs the money to finance its postpetition operations.  
The Debtor told the Court that DigiScript Financing has agreed to
advance capital need to keep the Debtor's business afloat until
December 31, 2008.  The parties have executed a Revolving Credit
Note and Security Agreement.

"The Debtor does not have any other effective means available to
finance its postpetition operations," Elliot W. Jones, Esq., at
Drescher & Sharp PC in Nashville, Tennessee, said.

Court papers indicate that Bank of America asserts a perfected
security interest, among other tings, in all inventory and
accounts of the Debtor, pledged to secure the obligations
evidenced by a Loan Agreement dated March 9, 2007, evidencing a
line of credit of up to $1.3 million.

According to Mr. Jones, BofA has asserted that the proceeds from
the sale of the Debtor's inventory and the collection of accounts
constitute cash collateral under Sec. 363(a) of the Bankruptcy
Code securing BofA's claim.  The Debtor estimates that the value
of the inventory and accounts is roughly $240,000.

The Debtor intends to use the cash collateral plus the DIP
financing to fund operations.

"The Debtor's cash collateral is not sufficient to cover the
Debtor's immediate cash needs and financial institutions are
unwiling to advance any funds as long as the Bank of America loan
is outstanding," Mr. Jones said.

Nashvillepost.com relates that DigiScript Financing LLC shares  
the address of Fred Goad and Jim Kever.  DigiScript owes Messrs.
Goad and Kever $663,000 each, on an unsecured basis, according to
the report.

Nashvillepost.com notes that Messrs. Goad and Kever, former Envoy
Corp. leaders, together with Claritas Capital, provided DigiScript
with investment backing.

Nashvillepost.com, citing Mr. Jones, states that creditors have
been consulted about the DIP loan.  The report relates that Mr.
Jones anticipates the plan's approval.

Mr. Jones said that debtor-in-possession financing "at least gives
you some security interest going forward," and tends to be a
quicker and less complicated process than buying in additional
equity, which might involve talks with other shareholders and
compliance with securities laws, Nashvillepost.com reports.  

                        About DigiScript

Founded in 1999, Nashville, Tennessee-based DigiScript, Inc.
provides software and other technology to aid in training and
communications for clients conducting clinical trials in the
pharmaceutical and biotech research fields.  

Marshall Graves filed for Chapter 11 protection on behalf of
Nashville, Tennessee-based DigiScript, Inc. on Aug. 25, 2008
(Bankr. M.D. Tenn. Case No. 08-07584).  The Debtor disclosed
estimated assets of $100,000 to $500,000 and estimated debts of
$1 million to $10 million.  Bank of America is the Debtor's
largest creditor, with a secured claim of $1.34 million.


DIGISCRIPT INC: Section 341(a) Meeting Scheduled for October 3
--------------------------------------------------------------
The United States Trustee for the Middle District of Tennessee
will convene a meeting of creditors in the bankruptcy case of
DigiScript, Inc., on October 3, 2008, at 10:00 a.m. at Customs
House, 701 Broadway, Room 100, in Nashville.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Founded in 1999, Nashville, Tennessee-based DigiScript, Inc.
provides software and other technology to aid in training and
communications for clients conducting clinical trials in the
pharmaceutical and biotech research fields.  

Marshall Graves filed for Chapter 11 protection on behalf of
Nashville, Tennessee-based DigiScript, Inc. on Aug. 25, 2008
(Bankr. M.D. Tenn. Case No. 08-07584).  The Debtor disclosed
estimated assets of $100,000 to $500,000 and estimated debts of $1
million to $10 million.  Bank of America is the Debtor's largest
creditor, with a secured claim of $1.34 million.


DIGISCRIPT INC: Attorneys Seek to Stop Representing Company
-----------------------------------------------------------
E. Thomas Wood at Nashvillepost.com reports that McKool Smith has
asked the U.S. Bankruptcy Court for the Middle District of
Tennessee to allow it to stop representing DigiScript, Inc., which
owes the firm $395,000.

As reported in the Troubled Company Reporter on Aug. 28, 2008,
Marshall Graves filed for Chapter 11 protection on behalf of
Nashville, Tennessee-based DigiScript, Inc. on Aug. 25, 2008
(Bankr. M.D. Tenn. Case No. 08-07584).  Elliott Warner Jones,
Esq., at Drescher & Sharp PC represents the Debtor in its
restructuring efforts.  The Debtor disclosed estimated assets of
$100,000 to $500,000 and estimated debts of $1 million to
$10 million.  Bank of America is the Debtor's largest creditor,
with a secured claim of $1.34 million.

Nashvillepost.com relates that in October 2006, Aspen Research
Ltd. filed in the U.S. District Court in Dallas a lawsuit against
DigiScript claiming patent infringement.  According to
Nashvillepost.com, DigiScript had retained McKool Smith as defense
counsel for the case.  The court has set a trial date for the case
in November, the report says.

On the same day DigiScript filed for bankruptcy protection, McKool
Smith asked the court to allow the firm to drop DigiScript as a
client, Nashvillepost.com states.  McKool Smith's motion and
Aspen's response to it "were filed under seal", according to the
report.

                        About DigiScript

Founded in 1999, Nashville, Tennessee-based DigiScript, Inc.
provides software and other technology to aid in training and
communications for clients conducting clinical trials in the
pharmaceutical and biotech research fields.  


DOUBLE JJ: Resort Closes Operations; Plans Property Auction
-----------------------------------------------------------
Double JJ Ranch, Waterpark and Golf Resort closed doors on
Wednesday,  Susan Pollack of The Detroit News reported Friday.

A property auction is scheduled for Oct. 30, but the owners still
hope that the 1,500-acre resort, which has operated under Chapter
11 bankruptcy since July, will be sold to investors, according to
spokeswoman Michelle Lantz of Lansing.

The resort property, near Muskegon, includes a championship golf
course, hotel and conference center, horses and riding trails, and
Friday night rodeo.  A $12 million indoor waterpark opened less
than two years ago.

A notice posted on the resort's Web site said that Double JJ
recently secured a limited financing commitment that will allow it
to prepare for the sale.  A hearing to set a timeline for the sale
is scheduled for Sept. 11.

Double JJ, according to the Web site, is working with various
groups to relocate scheduled events.  A small staff will remain to
care for the horses and maintain the property.

Thomas A. Bruinsma, the court-appointed trustee overseeing Double
JJ Resort Ranch Inc.'s operations, asked the U.S. Bankruptcy Court
for the Western District of Michigan to step up the sale of resort
assets, the Oceana's Herald-Journal reported Thursday.

According to the motion, which was filed with the Court on
Aug. 26, Mr. Bruinsma plans to sell "substantially all of the
assets that comprise the five bankruptcy cases" prior to
confirmation of a Chapter 11 plan in any of those cases.

"Postponing an immediate sale will increase administrative
expenses, whether the Resort is operated as a going concern or
closed while a delayed sales process plays out, impacting the
possibility of a distribution to the unsecured creditors of the
Debtors' estate," the motion says.

                         About Double JJ

Double JJ Resort Ranch operates a resort in Rothbury, Michigan.  
The Debtor filed for Chapter 11 bankruptcy on July 18, 2008
(Bankr. W.D. Mich. 08-06296).  Steven L. Rayman, Esq., at Rayman &
Stone, and Michael S. McElwee, Esq., at Varnum, Riddering, Schmidt
& Howlett, LLP, represents the Debtor as counsel.  When the Debtor
filed for protection from its creditors, it listed $0 to $50,000
in total assets, and $0 to $50,000 in total debts.


DUNMORE HOMES: Creditors Object to Bid to Dispose of Records
------------------------------------------------------------
According to Bankruptcy Law360, Cal Sierra Construction Inc. and
A. Teichert & Sons Inc. filed last week their objection to Dunmore
Homes Inc.'s bid to abandon, destroy or dispose of records.

Bankruptcy Law360 states that Dunmore Homes sought court
permission to dispose of records and files that Cal Sierra and A.
Teichert claim will be relevant to ongoing litigation.

In its motion, the Debtor asked the Court for authority to
abandon, destroy, or otherwise dispose of certain books, records,
and files that are of inconsequential value to its estate and are
not necessary for the investigation of any potential causes of
action.

Doug Strauch, the Debtor's vice president for finance, said there
are approximately 4,000 boxes of documents and records that are
being stored at a monthly expense of $800.  He said many of those
Files are duplicate copies of documents already maintained by the
Debtor.

According to Mr. Strauch, the Files include:

   -- 401k files;
   -- tax files;
   -- payroll files;
   -- corporate records and formation documents;
   -- sales and marketing materials;
   -- accounting books and records;
   -- homeowner contracts and related warranty information;
   -- loan files;
   -- engineering plans;
   -- construction information;
   -- plans;
   -- contracts;
   -- accounts payable files; and
   -- land development and homes construction information.

"The Debtor has assembled and intends to retain and transfer to
[Leon Szlezinger as Liquidation Trustee] on the Effective Date
all of the documents that are necessary to resolve claims filed
against the estate, and to investigate and pursue causes of
action held by the estate against third parties," Maria A. Bove,
Esq., at Pachulski Stang Ziehl & Jones LLP, in San Francisco,
California, said.

By disposing of or abandoning the Unnecessary Files, Ms. Bove
said, the Debtor will save the estate costs related to the
continued storage of the Files.

The Debtor intends to destroy, in most instances by shredding, any
Files that can be identified as containing sensitive or
confidential employee, customer or other information.  

None of the Files include documents or records that relate to
implementation of the Plan or in any way impact the Debtor's
Chapter 11 Plan of Liquidation, Ms. Bove told the Court.

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

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

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

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


DUNMORE HOMES: Court Approves Settlement Over Rabbi Trust Funds
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approved the settlement agreement between Dunmore Homes,
Inc., and Thomas Aceituno, in his capacity as the Chapter 7
trustee of DHI Development, Inc.  The agreement was entered into,
pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, with respect to the parties' entitlement to certain
Rabbi Trust Funds.

The Debtor and the Chapter 7 Trustee are authorized to take any
necessary actions and to execute all necessary documents to
implement the terms of the Settlement Agreement.

The Debtor acquired all the assets and assumed all the liabilities
of Dunmore Homes California in September 2007.  Dunmore California
later changed its name to DHI, a California corporation, and is
wholly owned by Sidney B. Dunmore.  Among the assets transferred
to the Debtor by Dunmore California was the Dunmore Homes
Executive Nonqualified Excess Benefit Plan, a Rabbi Trust with a
balance of approximately $1,500,000.  The DHI estate has claimed
that the Rabbi Trust was not transferred to Dunmore Homes as part
of the September 2007 Sale, and that the Rabbi Trust is property
of the DHI estate.

DHI commenced a voluntary petition for relief under Chapter 7 of
the Bankruptcy Code in April 2008.  Mr. Aceituno is the duly
appointed Chapter 7 Trustee of DHI.

In order to resolve their dispute in relation to the Rabbi Trust
Funds, the parties engaged in negotiations regarding potential
solutions that would benefit both their estates.  The Official
Committee of Unsecured Creditors was actively involved in the
parties' negotiations.

The parties have ultimately reached a settlement agreement, which  
provides for these terms:

   (a) Review and Objection to Claims -- In accordance with the
       Plan, the Liquidation Trust and the Chapter 7 Trustee will
       coordinate their claims objections so that the claims in
       the DHI Chapter 7 case and the Dunmore Chapter 11 case are
       scheduled in both cases at the same date and time.  The
       Liquidation Trust will be responsible for handling
       objections where identical or similar claims are filed in
       both cases. the Chapter 7 Trustee will be responsible only
       for claims filed in the DHI Case which are not filed in
       the Debtor's case.

   (b) Payment of Claims -- All claims allowed in the Debtor's
       case and the DHI case and all claims which are allowed
       only in the Debtor's case will be paid from funds in the
       Liquidation Trust, pro rata, in accordance with the Plan.
       In no event will the aggregate amount of distributions
       paid to creditors exceed the balance of the Rabbi Trust
       Funds as of the effective date of the Plan, less $200,000
       and any contributions made by the Chapter 7 Trustees to
       the Liquidation Trust.

   (c) Litigation by the Parties -- The Debtor will be
       responsible for attempting to collect from Mr. Dunmore on
       a promissory note with a disputed balance of roughly
       $11,000,000 which he owes to Dunmore California and all
       matters relating to the Note, including a $4,000,000
       reduction in the balance due on the Note in June 2007 and
       the $12,900,000 tax refund allegedly due to Mr. Dunmore.
       The Chapter 7 Trustee will be responsible for attempting
       to collect from Mr. Dunmore for any fraudulent transfers
       which might have been made to Mr. Dunmore by Dunmore
       California, and on any other claims which either Dunmore
       California or the Debtor has against Mr. Dunmore.  The
       Debtor agrees to assign to the DHI estate any claims and
       causes of action which it holds against Mr. Dunmore based
       on illegal or improper distributions to him under state
       law, but excluding claims based on the Note, the Note
       Reduction, and the Tax Refund, and excluding the Assigned
       Creditor Claims.  The Chapter 7 Trustee will also be
       responsible for attempting to collect any amounts due to
       the DHI Estate from anyone else who received avoidable
       transfers from Dunmore California, or who received a
       benefit from avoidable payments made by Dunmore
       California.

   (d) Coordination of Litigation Activities -- The Parties will
       coordinate their litigation efforts, including the
       retention of legal and non-legal professionals, to avoid
       unnecessary duplication of efforts.

   (e) Settlement of Claims Regarding the Rabbi Trust -- In
       exchange for the Debtor's payment of $200,000 to the DHI
       Estate, the Chapter 7 Trustee and the DHI Estate agree to
       release any claim against the Rabbi Trust or any portion
       of it.  The balance of the Rabbi Trust funds will be
       transferred into the Liquidation Trust to be distributed
       in accordance with the Plan.

   (f) Funds Received by the DHI Estate -- The Litigation Fund
       will be paid within 30 days after the Effective Date of
       the Settlement Agreement.  The Fund will be used to
       finance litigation against Mr. Dunmore and anyone else who
       may be liable to the DHI estate.

   (g) Effectiveness of Agreement -- The Settlement Agreement
       will become effective upon the entry of a final order
       confirming Debtor Dunmore's Plan, and final orders in both
       the Dunmore case and the DHI case approving the
       Settlement Agreement.

Ms. Grassgreen contends that the economic benefits of the
Settlement Agreement to both the Debtor and DHI are substantial.

Pursuant to the Settlement Agreement, the Chapter 7 Trustee has
agreed to compromise his claims to approximately $1,500,000 of
Rabbi Trust Funds and to permit the Liquidation Trust to
investigate, pursue and litigate certain claims which arguably
belong to both estates.  In exchange, the Debtor has agreed to
pay the Chapter 7 Trustee $200,000 from the Rabbi Trust Funds to
enable the Chapter 7 Trustee to investigate, pursue and litigate
the claims that he retains under the Settlement Agreement.  Any
recoveries by the Chapter 7 Trustee, after payment of
administrative expenses, will be paid to the Liquidation Trust.  
Thus, the net assets of both the DHI estate and the Debtor's
estate will be transferred to the Dunmore Homes Liquidation
Trust, and all creditors with allowed claims in either cases will
be paid pro rata from the Liquidation Trust.

Ms. Grassgreen contends that the Settlement Agreement avoids
lengthy and costly litigation over the Rabbi Trust Funds.

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

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

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

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


DUNMORE HOMES: Court Approves Stipulation with Affinity Bank
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approved the stipulation between Dunmore Homes, Inc., and
Sidney B. Dunmore stating that the Debtor's obligations of any
sums owing to Affinity Bank have already been satisfied by Mr.
Dunmore, that Mr. Dunmore is entitled to an offset on the Lender
Receivable amounting to $1,507,500, and that, therefore, the
amount determined to be due and owing on the Lender Receivable is
reduced by the sum of $1,507,500.

Before the Petition Date, Mr. Dunmore and the Debtor entered into
a certain loan agreement which was later modified and approved by
the Court.

On March 18, 2008, Mr. Dunmore filed a proof of claim asserting
offset and contribution rights against the Debtor as to certain
debts, existing as of the Petition Date, for which Mr. Dunmore is
both a guarantor and co-debtor.

Mr. Dunmore asserts that to the extent he satisfies any direct
obligations or co-obligations of the Debtor, he is entitled to
contribution from the Debtor or exercise setoff rights against a
lender receivable in the Loan Agreement.

The Debtor and Mr. Dunmore are co-guarantors of a certain loan
totaling $11,731,000 made by Affinity Bank to Dunmore-Orchard LLC,
a California limited liability company, pursuant to a certain
construction loan agreement between Affinity and Dunmore-Orchard.  
The Orchard Loan was secured by a deed of trust on real property.

In order to induce Affinity Bank to make the Orchard Loan, both
Mr. Dunmore and the Debtor each executed a continuing guaranty in
favor of Affinity Bank.

However, as of August 2007, Affinity Bank contended that Dunmore
Orchard defaulted under the terms of the Orchard Loan and related
agreements.  As a result, Affinity Bank filed a complaint against
Dunmore Orchard, Mr. Dunmore, and the Debtor in the Yuba County
Superior Court.

Mr. Dunmore entered into a forbearance agreement with Affinity
Bank on December 18, 2007, which provided, that in satisfaction
of both Mr. Dunmore's and the Debtor's Guaranties, Mr. Dunmore
agreed to pay Affinity Bank $3,000,000, plus transaction costs
amounting to $15,000.  In addition, Mr. Dunmore conveyed a
security interest in real property to Affinity Bank.

In accordance with the terms of the Lender Receivable, Mr.
Dunmore provided a setoff notice to the Debtor describing the
general terms of the proposed Forbearance Agreement and the
intended release of any of the Debtor's obligations to Affinity
Bank.

Affinity Bank previously filed a proof of claim in the Debtor's
Chapter 11 case for $10,860,432.

As a consequence of the Forbearance Agreement, Affinity Bank
withdrew its Proof of Claim with prejudice and promised that it
will not file a proof of claim against the Chapter 7 bankruptcy
estate of DHI Development, Inc.

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

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

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

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


ENCAP GOLF: Court Rejects Wachovia's Motion to Dismiss Ch. 11 Case
------------------------------------------------------------------
The Start-Ledger (N.J.) reports that Judge Novalyn Winfield of the  
the United States Bankruptcy Court for the District of New Jersey  
rejected an attempt by Wachovia Bank N.A. and other banks that
hold mortgages on EnCap Golf Holdings' 785-acre property to
dismiss the Debtor's bankruptcy case.  The ruling means EnCap
Golf's bankruptcy proceedings will continue until Sept. 30.  EnCap
has until that date to come up with a plan to pay its creditors.

In June, Wachovia and the banks asked the judge to dismiss EnCap's
bankruptcy as a "bad faith" filing.

                     Wachovia's Allegations

The Troubled Company Reporter related on June 19, 2008, that Mark
A. Slama, Esq., at Windels Marx Lane & Mittendorf, said the
Debtors' Chapter 11 voluntary petitions were filed in "Bad
Faith."

Wachovia Bank, as agent for a group of financial institutions,
said that it holds the first mortgage of the Debtors' real
property in Bergen County in New Jersey securing its claims
against the Debtors for at least $155,000,000.

The Debtors have mismanaged the landfill project located in the
Meadowlands in New Jersey, Mr. Slama asserted.  About a year ago,
the Debtors revealed to their stakeholders that they have incurred
at least $75,000,000 in cost overruns on the projects which was
originally projected would cost roughly $113 million to complete,
he added.

As the Debtors failed to cure the defaults, Wachovia Bank
commenced on Jan. 3, 2008, a foreclosure action before the New
Jersey Superior Court against the Debtors' real property but the
foreclosure was stayed -- including NJM Capital's attempt to
terminate EnCap's rights to develop the project -- when the
Debtors filed for bankruptcy on May 8, 2008.

Mr. Slama related that the Debtors have no working capital and,
above all, the possibility of obtaining additional financing from
lenders to finance and complete the project is impossible.

Judge Winfield ruled against Wachovia in part because EnCap's
reorganization plan is due "within weeks," according to the
report.
                         About EnCap Golf

Headquartered in East Rutherford, New Jersey, EnCap Golf
Holdings, LLC, a subsidiary of Cherokee Investment Partners of
North Carolina, develops closed landfills and other brownfield
properties into golf courses.

The company and its affiliate, NJM Capital LLC, filed for Chapter
11 protection on May 8, 2008 (Bankr. D. N.J. Lead Case No.
08-18581).  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Hackensack, New Jersey, represents the
Debtors.  The U.S. Trustee for Region 3 appointed five creditors
to serve on an Official Committee of Unsecured Creditors.  
Greenberg Traurig LLP represents the Committee in this case.  The
Debtors' schedules disclose total assets of $70,056,038 and total
liabilities of $458,587,968.


ELECTRIC BREW: Business Set for Auction October 8
-------------------------------------------------
Michael Lamendola of Schenectady (N.Y.) Gazette reports that
Electric Brew Pubs, Inc., dba Van Dyck Restaurant and Brewery will
be auctioned off on Oct. 8, 2008, at 9:30 a.m.

The property is valued at more than $1 million.  The proceeds of
the sale will be used to satisfy loans owner N. Peter Olsen  
defaulted on with main creditors Berkshire Bank and the Metroplex
Development Authority.  Mr. Olsen was unable to pay on a $250,000
loan to Berkshire and a $200,000 loan and $75,000 line of credit
to the Metroplex Development Authority in early 2007.

According to the report, the auction will include a building at
235-237 Union St. and a parking lot a block away as one parcel.
Berkshire Bank, which initiated the foreclosure last year, will
set the minimum auction price, the report says.  The auction,
which is the second for the jazz club, was set after a  federal
judge in August removed a stay that took effect when Van Dyck
filed for bankruptcy in July.

Metroplex owns the Van Dyck name, acquired as collateral for the
loan it gave Olsen in 2005, the report says.

Van Dyck Restaurant & Brewery is a a famed jazz club on Union
Street in Schenectady, New York.  Its owner, N. Peter Olsen, filed
for chapter 11 bankruptcy in March 2007 and marketed Van Dyck for
$1,600,000, which was subsequently lowered to $1,480,000.

Electric Brew Pubs, Inc., dba Van Dyck Restaurant and Brewery,
filed for chapter 11 bankruptcy on July 1, 2008, before the U.S.
Bankruptcy Court for the Northern District of New York (Case No.
08-12171).  Francis J. Brennan, Esq., at Nolan and Heller in
Albany, represents the Debtor.

When it filed for bankruptcy, the Debtor disclosed $1,000,000 to
$10,000,000 in assets and debts.


FANNIE MAE: Government Takeover Tantamount to Bankruptcy
--------------------------------------------------------
The U.S. Treasury Secretary Henry Paulson said on Sunday that the
government will fire Fannie Mae's chief executive, Bankruptcy
Law360 reports.

Bankruptcy Law360 relates that the government seized the company
and Freddie Mac over the weekend and placed the companies under
"conservatorship".

The seizure would likely to spark a series of new lawsuits
surrounding the troubled lender and its now-former management,
Bankruptcy Law360 reports, citing experts.

Bankruptcy Law3620 quoted securities law professor, John Coffee,
as saying, "I think it's almost inevitable that there will be both
derivative and securities class actions brought against every deep
pocket you can imagine."

Bankruptcy Law360 relates that some of the top law firms in the
world have been quietly working behind the scenes to assist the
U.S. government's takeover of Fannie Mae and Freddie Mac.  The
report says that the government's decision to place both Fannie
Mae and Freddie Mac under "conservatorship effectively amounts to
the largest bankruptcies in U.S. history, even if the mortgage
giants are not technically bankrupt."

                         About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.


FEDDERS CORP: Emerges From Bankruptcy, Amended Plan Effective
-------------------------------------------------------------
The Deal's John Blakeley reports that Fedders Corp. and its
debtor-affiliates emerged from bankruptcy protection under Chapter
11 of the United States Bankruptcy Code.

The Debtors' amended joint Chapter 11 plan of liquidation dated
Aug. 21, 2008, became effective Sept. 5, 2008.

All requests for payment of an administrative claims, and
professional compensation and reimbursement claims must be filed
by Oct. 20, 2008.

As reported in the Troubled Company Reporter on Aug. 22, 2008, the
Plan and related settlement among the Term Lenders, the Official
Committee of Unsecured Creditors and the Debtors provide for the
liquidation and distribution of the Debtors' assets.

Under the Plan, Term Lenders, whose claims total $45.6 million and
are secured by their duly perfected liens on substantially all of
the Debtors' assets, have agreed to waive their Adequate
Protection Claims, which could range from $9 million to more than
$20 million.  The Term Lenders, in turn, will receive roughly 53%
to 60% of their Secured Claims.  The Term Lenders will also
provide $1.8 million in cash to a liquidating trust to pay down
general unsecured claims.

In addition, the GUC Liquidating Trust will also receive the
avoidance actions.  General unsecured creditors asserted
$2.6 billion in claims.

A full-text copy of the Amended Liquidation Plan is available for
free at http://ResearchArchives.com/t/s?3101

A full-text copy of the black-lined Amended Liquidation Plan is
available for free at http://ResearchArchives.com/t/s?3100

                     About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.  The company and several affiliates
filed for Chapter 11 protection on Aug. 22, 2007, (Bankr. D. Del.
Lead Case No. 07-11182).  Norman L. Pernick, Esq., and J. Kate
Stickles, Esq., at the Wilmington, Delaware office of Cole,
Schotz, Meisel, Forman & Leonard P.A.; and Irving E. Walker, Esq.,
at Cole Schotz's Baltimore, Maryland, office represent the Debtors
in their restructuring efforts.  The Debtors have selected Logan &
Company Inc. as claims and noticing agent.  The Official Committee
of Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP. When the Debtors filed for protection from creditors,
they listed total assets of $186,300,000 and total debts of
$322,000,000.


FREDDIE MAC: Government Takeover Tantamount to Bankruptcy
---------------------------------------------------------
The U.S. Treasury Secretary Henry Paulson said on Sunday that the
government will fire Freddie Mac's chief executive, Bankruptcy
Law360 reports.

Bankruptcy Law360 relates that the government seized the company
and Freddie Mac over the weekend and placed the companies under
"conservatorship".

The seizure would likely to spark a series of new lawsuits
surrounding the troubled lender and its now-former management,
Bankruptcy Law360 reports, citing experts.

Bankruptcy Law3620 quoted securities law professor, John Coffee,
as saying, "I think it's almost inevitable that there will be both
derivative and securities class actions brought against every deep
pocket you can imagine."

Bankruptcy Law360 relates that some of the top law firms of the
world have been quietly working behind the scenes to assist the
U.S. government's takeover of Fannie Mae and Freddie Mac.  The
report says that the government's decision to place both Fannie
Mae and Freddie Mac under "conservatorship effectively amounts to
the largest bankruptcies in U.S. history, even if the mortgage
giants are not technically bankrupt."

                        About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.  
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.  
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.


FREEDOM COMMUNICATIONS: Moody's Lowers POD Rating to Caa1
---------------------------------------------------------
Moody's Investors Service downgraded Freedom Communications,
Inc.'s Corporate Family and senior secured bank debt ratings to B3
from B2, reflecting Moody's view that a recent worsening in
operating performance has heightened the probability that the
company will default under the terms of its senior secured loan
agreement, absent lender relief.  In addition, Moody's has placed
all of Freedom's ratings under review for possible downgrade.

Details of the rating actions are:

Ratings downgraded:

  -- $300 million senior secured revolving credit facility due
     2011 - to B3, LGD3, 31% from B2, LGD3, 32%

  -- $306 million senior secured term loan A due 2011 - to B3,
     LGD3, 31% from B2, LGD3, 32%

  -- $300 million senior secured term loan A-1 due 2012 - to B3,
     LGD3, 31% from B2, LGD3, 32%

  -- Corporate Family rating - to B3 from B2

  -- Probability of Default rating - to Caa1 from B3

Ratings are placed under review for possible further downgrade.

The downgrade of the Corporate Family rating to B3 largely
reflects a recent worsening of the company's operating performance
and its liquidity profile.

The downgrade of the PDR to Caa1 incorporates Moody's view that a
near-term default is highly probable unless Freedom is able to
obtain lender consent to relax its senior secured financial ratio
tests and to reschedule its amortization profile. Nevertheless,
Moody's expects that lenders would likely experience above-
average recovery in the case of a default.

The review for possible downgrade will consider the probability
that Freedom will succeed in taking measures to address
prospective technical and payment defaults which Moody's estimates
could occur as early as the second half of 2008 and the second
half of 2009 respectively, absent relief from its lenders. In
addition, the review will assess the company's ability to improve
a currently very tight liquidity profile, and stabilize the level
of its sales and free cash flow.

For the second quarter of 2008, Freedom's total sales declined by
13% over the prior year period. This represented a rate of decline
which was significantly worse than Moody's had previously expected
and compares to a 11% decline during quarter ended March 2008. In
addition, Freedom's second quarter 2008 EBITDA experienced a 25%
decline over the prior year quarter, according to Moody's
calculations.

The worsening of Freedom's recent operating performance has
occurred in the face of a prospective liquidity shortfall. At the
end of June 2008, Freedom's financial covenants precluded the
company from any meaningful covenant-compliant access to its
revolving credit facility.

Starting in June 2009 Freedom's quarterly loan amortization
payments are scheduled to double from present levels to a $70
million annual run-rate, significantly in excess of the company's
LTM free cash flow (calculated by Moody's at approximately $55
million for the LTM period ended June 30, 2008). Freedom also
faces the overhang of a potential need to satisfy a put by
financial sponsors of stock last valued at approximately $425
million starting as early as May 2009 (with up to a two year
settlement period).

Freedom Communications is a newspaper and television broadcasting
operator based in Irvine, California. The company recorded total
revenues of $798 million for the LTM period ended June 30, 2008.



FRIEDMAN'S INC: Court Extends Plan-Filing Deadline Until Nov. 24
----------------------------------------------------------------
Bankruptcy Law360 reports that the Hon. Christopher S. Sontchi of
the U.S. Bankruptcy Court for the District of Delaware granted on
Friday Friedman's Inc. an additional 60 days to file its Chapter
11 reorganization plan.

According to Bankruptcy Law360, Friedman's said it had been unable
to draft a suitable plan because it has been preoccupied with
obtaining debtor-in-possession financing, liquidating its assets,
and analyzing and resolving claims.

As reported by the Troubled Company Reporter on August 22, 2008,
Friedman's and Crescent Jewelers sought further extension of their
exclusive periods to file a bankruptcy plan, through and including
November 24, 2008; and to solicit plan votes, through and
including January 23, 2009.

Lee E. Buchwald, president of Buchwald Capital Advisors LLC, in
New York, had said the Debtors hope to file a plan and disclosure
statement this month.  Based on current projections, which are
subject to material change, distributions under the plan to
general unsecured creditors of (a) Friedman's are projected to be
between 23% and 28% and (b) Crescent are projected to be between
13% and 17%, according to Mr. Buchwald.

Mr. Buchwald was appointed sole director of Friedman's and
Crescent Jewelers on May 21, 2008, by the company's board pursuant
to a global settlement among Harbinger, the Debtors, Official
Creditors Committee and other parties-in-interest.

                        About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/
-- and -- http://www.crescentonline.com/-- is the parent company
of a group of companies that operate fine jewelry stores located
in strip centers and regional malls in the southeastern United
States.

On Jan. 14, 2005, Friedman's and eight of its affiliates filed for
chapter 11 before the United States Bankruptcy Court for the
Southern District of Georgia, Case No. 05-40129.  On Nov. 23,
2005, the Court confirmed the Debtors' Amended Plan and that Plan
became effective on Dec. 9, 2005.

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On June 15, 2006, the California
Bankruptcy Court confirmed Crescent Jewelers' Second Amended Plan
of Reorganization on July 13, 2006.

In 2006, Friedman's acquired Crescent's equity in Crescent's own
chapter 11 bankruptcy case in California.  Crescent became a
wholly owned subsidiary of Friedman's.

On Jan. 22, 2008, five parties declaring claims aggregating
$9,081,199, filed an involuntary Chapter 7 petition against
Friedman's.  The petitions were Rosy Blue, Inc.; Rosy Blue Jewelry
Inc.; Jay Gems, Inc., dba Jewelmark; Simply Diamonds Inc.; and
Paul Winston-Eurostar LLC.

As of Jan. 28, 2008, Friedman's operated 388 stores in 19 states
with over 2,890 employees while Crescent Jewelers operated 85
stories in 3 states with over 600 employees.  Friedman's and
Crescent Jewelers filed for chapter 11 protection on Jan. 28, 2008
(Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

The Debtors are represented by John D. Demmy, Esq., at STEVENS &
LEE, P.C., in Wilmington, Delaware, and Nicholas F. Kajon, Esq.,
David M. Green, Esq., and Jocelyn Keynes, Esq., at STEVENS & LEE,
P.C., in New York.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

Alan Kolod, Esq., Lawrence L. Ginsburg, Esq., Christopher J.
Caruso, Esq., at Moses & Singer LLP, in New York, and Charlene D.
Davis, Esq., Justin K. Edelson, Esq., and Mary E. Augustine, Esq.,
at Bayard P.A., in Wilmington, Delaware.

In April 2008, the Debtors obtained permission to sell to
Whitehall Jewelers, Inc., inventory located at 78 of the Debtors'
store locations, and to assume and assign to Whitehall the
underlying leases with respect to those 78 locations.  As of
Dec. 28, 2007, the Debtors listed total assets of $245,787,000 and
total liabilities of $171,877,000.


FRONTIER OIL: S&P Rates Proposed $200MM Sr. Unsec. Notes 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating (the
same as the corporate credit rating) and a recovery rating of '3'
to Frontier Oil Corp.'s proposed $200 million senior unsecured
notes due 2016, indicating our expectation of meaningful (50% to
70%) recovery in the event of a payment default.

Ratings List
Frontier Oil Corp.
Corporate credit rating                       BB/Stable/--

New Ratings
$200 million senior unsecured notes due 2016  BB
Recovery rating                               3

"Although numerically our analysis indicates recovery of 90% to
100%, we have capped the recovery rating at '3' because of the
potential for the company to incur additional debt in a payment
default scenario," S&P said.

The company will use proceeds from the notes for general corporate
purposes.  Pro forma for the notes issuance, Frontier had about
$430 million of total adjusted debt as of June 30, 2008.

The ratings on Frontier reflect the limited asset diversification.  
Frontier generates approximately two thirds of EBITDA from one
refinery, and the company could face significant challenges if one
of the refineries were offline for an extended period.  In
addition, ratings reflect the extreme volatility of the refining
sector, compounded by high fixed-cost requirements for refinery
equipment and regulatory compliance.

The ratings on Frontier also reflect the company's relatively
sturdy operating performance during a challenging refining
environment over the last 12 months, as well as the company's
moderate financial policies that result in low debt leverage.


GREGORY TANNENBAUM: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gregory Allen Tannenbaum
        1414 S. Spaulding Avenue
        Los Angeles, CA 90019

Bankruptcy Case No.: 08-24463

Chapter 11 Petition Date: Sept. 8, 2008

Court: Central District of California (Los Angeles)

Debtor's Counsel: William H. Brownstein, Esq.
                  Brownsteinlaw.bill@gmail.com
                  1250 Sixth Street, Suite 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581
                  
Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's 3 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Countrywide Home Loan                   $52,500
400 Countrywide Way SV 35
Simi Valley, CA 93065

VTIB-The Independent Bankers Bank       $2,449      
7136 S. Yale Suite 304
Tulsa, OK 74136

Cardmember Service                      $1,842
P.O. Box 94014
Palatine, IL 60094-4014


HOME INTERIORS: Highland Objects to Hunton & Williams' Fees
-----------------------------------------------------------
Bankruptcy Law360 reports that investment firm Highland Capital
Management LP, filed last week a notice of objection to the legal
fees Home Interiors & Gifts Inc.'s counsel, Hunton & Williams LLP,
is trying to collect.

Highland Capital is a lender of Home Interiors.  Bankruptcy Law360
relates that Hunton & Williams is requesting for $546,090.28 in
legal fees.

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and       
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates,
the company has a significant presence in Mexico, Puerto Rico,
and Canada.  Annual revenue in 2007 reached US$300 million.  When
Mary Crowley, died in 1986, her son, Don Carter continued the
business operation nearly debt-free.  In a leveraged transaction
in 1998, private equity firm of Hicks, Muse, Tate, and Furst
acquired 66% of the parent company, which resulted in the
imposition of more than $500 million in debt on the Debtors.  In
the face of decreased sales and increased debt load, bondholders
canceled their debts in February 2006 in exchange for receiving
most of the outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico
and Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-
31961).  Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq.,
Lynnette R. Warman, Esq., and Michael P. Massad, Jr., Esq., at
Hunton & Williams, LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 6 has
appointed seven creditors to serve on an Official Committee
of Unsecured Creditors.  Richard A. Lindenmuth, at Boulder
International LLC, is designated as CRO.  Munsch Hardt Kopf &
Harr PC represents the Committee in these cases.  When the
Debtors file for protection against their creditors, they
listed both total assets and total debts between $100 million and
$500 million.


INVESTIGATION SERVICES: S&P Confirms 'B' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed all of
its ratings, including its 'B' corporate credit rating, on Falls
Church, Va.-based U.S. Investigations Services Inc. (USIS) and
revised the outlook to stable from negative.

"We also affirmed our 'B+' senior secured rating to the add-on
offering to USIS' senior secured credit facility, which the
company used to partially fund the acquisition of HireRight Inc.
USIS increased the term loan portion of the credit facility by
$110 million, from $725 million to $835 million," S&P said.  "The
$835 million term loan and the $90 million revolving credit
facility are rated 'B+' (one notch higher than the corporate
credit rating), and the recovery rating remains unchanged at '2',
indicating expectation for substantial (70%-90%) recovery in the
event of a payment default. As of June 30, 2008, USIS had about
$1.16 billion of total debt," S&P said.

"The outlook revision reflects USIS' strong cash flow generation
and improved leverage profile following its August 2007
acquisition by Providence Equity Partners, and our expectations
that credit statistics will remain near current levels over the
next year," S&P added.

The stable outlook on USIS reflects Standard & Poor's expectation
that USIS will continue to generate satisfactory free cash flow,
maintain adjusted leverage below 7x, and fully repay revolving
credit facility borrowings over the next few quarters, which would
create additional debt capacity for small
to midsize add-on acquisitions.

"We could revise the outlook to negative if free cash flow weakens
and credit measures deteriorate, due possibly to employment
screening weakness or HireRight integration challenges, or if a
large acquisition results in materially increased leverage," noted
Standard & Poor's credit analyst Jerry Phelan.  We estimate that a
170-basis-point decline in EBITDA margin during 2009, accompanied
by flat sales performance, would
lead to leverage above 7.5x.

"An outlook revision to positive is unlikely over the near term,
given the additional debt levels resulting from the HireRight
acquisition, but we would consider a revision over time, if USIS
can substantially reduce leverage," he continued.


ITC DELTACOM: Moody's Affirms B3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating,
B3 probability of default rating, and SGL-2 speculative grade
liquidity rating for ITC DeltaCom, Inc.  DeltaCom's performance
has improved in line with Moody's expectations since refinancing
its debt in July 2007.  Debt-to-EBITDA declined to the low 4 times
range (for the trailing 12 months ended June 30, 2008, including
Moody's standard adjustments for operating leases) from the mid 4
times at the time of the transaction, and the company generated
positive free cash flow in the first half of 2008.  The outlook
remains stable, and a summary of the action follows.

ITC DeltaCom, Inc.

   -- Affirmed B3 Corporate Family Rating

   -- Affirmed B3 Probability of Default Rating

   -- Affirmed SGL-2 Speculative Grade Liquidity Rating

Outlook: Stable

Interstate Fibernet, Inc.

   -- Affirmed B2 rating on Senior Secured First Lien Bank Credit
      Facility, LGD3, 36%

The B3 corporate family rating continues to reflect DeltaCom's
financial risk, the challenging competitive environment in which
it operates, and modest execution risk related to its turnaround.
The ratings benefit from good liquidity, improving performance,
and the improved capital structure following the July 2007
refinancing. Financial metrics are relatively healthy for the
rating level, but competitive local exchange carriers should
maintain stronger credit profiles to achieve ratings similar to
incumbent operators, given their lower margins and uncertain asset
coverage.

For further information about DeltaCom, see the Credit Opinion to
be published on Moodys.com.

ITC DeltaCom, Inc., headquartered in Huntsville, AL, is a
competitive local exchange carrier serving small and medium-sized
businesses in 45 markets in 8 states in the southeastern United
States.  DeltaCom had over 472,000 retail and wholesale lines in
service and generated approximately $500 million in annual revenue
as of June 30, 2008.


JEFFERSON COUNTY: Has Until Sept. 30 to Solve $3.2 Billion Debt
---------------------------------------------------------------
Bettina Boateng of NBC13.com reports that on Monday, the Jefferson
County commission approved in a special meeting, a 4th extension
to come up with a plan to deal with the county's $3.2 billion
sewer debt.  The commissioners have until September 30 to
negotiate and reach an agreement, the report said.  A previous
agreement with creditors expired August 29.

Unlike previous agreements, the county is not required to pay
anything under the latest extension.    

According to the report, the current proposal will allow the
county to repay the current debt with funds from the system; as
well as change the county˙s current "floating" rate bonds with
fixed rates. The plan could also impose a 2.85% sewer rate
increase for citizens who use the county's sewer system, the
report said.

The Commission has re-hired the law firm Bradley Arant Rose &
White LLP, to negotiate together with the county attorney, with
creditors led by JPMorgan Chase & Co.

Meanwhile, Melinda Dickinson of Reuters reports that an Alabama
activist group has filed a lawsuit seeking to cancel $6.6 billion
in debt and related swaps issued by Jefferson County.  The suit
filed by lawyer James O'Neal in in Jefferson County Circuit Court
claims the county faces financial disaster because of misdeeds by
Wall Street firms, corrupt local politicians and others, according
to the report.  It names as defendants several Wall Street banks
and leading local politicians, including Birmingham Mayor Larry
Langford.  According to the report, the banks named in the suit
include JPMorgan Chase & Co. and Goldman Sachs Capital Markets
Inc.

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

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

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

                      About Jefferson County

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

                          *     *     *

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

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

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


L-1 IDENTITY: Moody's Ba3 Rating on Bank Debt Remains Unchanged
---------------------------------------------------------------
Moody's Investors Service raised L-1 Identity Solutions, Inc.'s
speculative grade liquidity rating to SGL-2, representing good
liquidity, from SGL-3 (adequate liquidity).  The action stems from
L-1 Identity's closing on higher amounts of secured bank debt than
those assumed in the rating action of July 16, 2008.  The final
amounts effectively increased the level of committed external
resources available to the company following its acquisition of
certain operations of Digimarc Corporation.  In addition,
financial maintenance covenants agreed in the documentation have
established greater compliance cushion than earlier assumptions.
L-1 Identity's Corporate Family Rating of B2, secured bank debt
ratings of Ba3 and stable outlook are unchanged.

On Aug. 5, 2008 the company closed on a $300 million term loan and
a $135 million revolving credit facility compared to original
representations of $250 million and $100 million respectively.
Previous assumptions included roughly $299 million of bank debt in
addition to $120 million of new equity would be required for the
acquisition of Digimarc and for refinancing previous bank
obligations.  This would have involved initial borrowings of $49
million under the revolving credit in addition to ongoing letter
of credit requirements, collectively limiting initial available
amounts under the smaller facility to less than $40 million.  By
sourcing the full amount of requisite bank debt through a larger
term loan and obtaining a bigger commitment under a revolving
credit facility with no initial borrowings, the company has
substantially increased available amounts of external liquidity.
Similarly, documentation closed with a defined "Consolidated Debt
Service Coverage Ratio" at levels which should create more
headroom than previous expectations despite a slight increase in
related commitment fees on unused amounts and marginally higher
amortization based on the stepped-up term loan.  As a result, the
liquidity rating was raised to SGL-2.

L-1 Identity Solutions, Inc., headquartered in Stamford, CT, is a
leading provider of multi-modal services which address identity
risk, secure credentialing, biometric identity, fingerprinting and
related engineering & analytical solutions.  Following the
acquisition of Digimarc Corporation, pro forma revenues for 2008
should approximate $670 million.


LEHMAN BROTHERS: Stock Tumbles 45% After KDB Talks End
------------------------------------------------------
Lehman Brothers Holdings Inc.'s stock dropped 45% in New York
trading late on Tuesday after intensive negotiations about a
possible investment in Lehman by Korean Development Bank ended,
The Wall Street Journal reports.

As reported in the Troubled Company Reporter on Aug. 28, 2008,
South Korean regulators led by Financial Services Commission
chairman Jun Kwang-woo, warned KDB to take cautious steps in
taking over the bank, pointing out that the deal would be better
led by private lenders.

Korean officials, WSJ says, are careful of any step by Korean
Development that may subject taxpayers at risk of absorbing
Lehman's liabilities.

"There will be other opportunities for Korean Development," WSJ
quoted Mr. Jun as saying.

WSJ relates that Lehman generated at least $6 billion in new
capital as its experienced fiscal-second-quarter loss of
about $2.8 billion in June 2008.  It wanted to disclose the
financial report on Sept. 18, 2008, after reaching a deal with
Korean Development, WSJ notes.

Lehman was down $4.82 to $9.33, WSJ relates.  The stock fell 86%
this year, the report notes.

                       About Lehman Brothers

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


LPL HOLDINGS: Moody's Lifts Corporate Family Rating to Ba3
----------------------------------------------------------
Moody's Investors Service upgraded to Ba3 from B1 the corporate
family rating of LPL Holdings, Inc., concluding the review for a
possible upgrade commenced on June 25, 2008.  The rating outlook
is stable.

Since its leveraged buyout in late 2005, LPL has made considerable
and steady progress in growing the size and breadth of its
franchise, with a near doubling of revenue, gross margin, and
EBITDA.  While debt pay-down has been limited to that required by
the mandatory amortization schedule and therefore minimal, cash
flow leverage has nonetheless declined significantly to 4.4x from
7.7x during this period.  In Moody's opinion, this deleveraging
represents a meaningful reduction in LPL's credit risk and is the
primary driver of the positive rating action.

The composition of LPL's earnings mix has steadily shifted away
from transaction volume-based revenues toward more recurring,
asset-based sources.  This is a positive dynamic for bondholders
because it reduces potential earnings volatility and increases the
stability of the company's cash flows.  While greater dependence
on asset-based revenues also increases the sensitivity of LPL's
results to possible downturn scenarios in the equities markets,
Moody's believes that LPL can continue generating a reasonable
level of profitability that is consistent with a Ba3 rating in a
possible bear market scenario of a 10%-15% decline.  This reflects
primarily the variable nature of commission costs as well as the
presence of non-asset based revenue sources such as commissions
and clearing fees within its revenue mix.

LPL's business model is supported by positive secular trends that
include growth in investable wealth in the U.S. and the continued
acceptance of the independent financial advisory channel by both
financial advisors and end-clients.  Provided that business-
related and compliance risks remain well managed, the size and
breadth of LPL's franchise should allow it to remain competitive
and benefit from these dynamics over the long term.

Therefore, the stable rating outlook incorporates Moody's
expectations that LPL will follow a prudent financial policy that
is focused on long-term growth of the business and risk reduction
through further deleveraging.  Moody's also expects that LPL will
continue executing on the strategy of growing its core franchise
as an independent service provider to financial advisors in a
disciplined and methodical way, while managing business, legal,
and compliance-related risks.

What Could Move the Rating Up?

The combination of meaningful debt pay-down and further
improvements in the profitability and sustainability of earnings
that resulted in cash flow leverage of 3.5x or below would exert
positive pressure on the rating.

What Could Move the Rating Down?

As the company's track record demonstrates, the operating leverage
embedded in its business model makes debt-financed acquisitions in
the fragmented advisor-servicing industry seem attractive for
shareholders.  An increase in cash flow leverage to over 5.0x,
resulting from additional borrowing and/or high acquisition-
related integration costs, will exert negative pressure on the
ratings.  The potential for litigation and heightened regulatory
scrutiny are a permanent presence in the retail money management
business.  Material regulatory sanctions, relating to inadequate
compliance and/or IFA oversight procedures, would be viewed
negatively in this regard.

Upgrades:

Issuer: LPL Holdings, Inc.

   -- Corporate Family Rating, Upgraded to Ba3 from B1

   -- Senior Subordinated Regular Bond/Debenture, Upgraded to B2
      from B3

   -- Senior Secured Bank Credit Facility, Upgraded to Ba3 from
      B1

Outlook Actions:

Issuer: LPL Holdings, Inc.

   -- Outlook, Changed To Stable From Rating Under Review

LPL is a leading provider of infrastructure and support services
to independent financial advisors.  In 2007, LPL generated
$2.7 billion of revenue ($782 million of gross margin) and ended
the year with $232 billion in assets under administration.


LUMINENT MORTGAGE: Section 341(a) Meeting Slated for October 15
---------------------------------------------------------------
The U.S. Trustee for Region 4, will convene a meeting of creditors
in Luminent Mortgage Capital Inc. and its debtor-affiliates'
Chapter 11 cases, on Oct. 15, 2008, at 10:00 a.m., at No. 2650,
101 W. Lombard St., Baltimore, Maryland.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' case.  The Section
341(a) Meeting has been scheduled within the time required by
Rule 2003 of the Federal Rules of the Bankruptcy Procedure.

All creditors are invited, but not required, to attend.  The
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Based in Philadelphia, Pennsylvania, Luminent Mortgage Capital
Inc. (OTCBB: LUMCE) is a real estate investment trust, or REIT,
which, together with its subsidiaries, has historically invested
in two core mortgage investment strategies.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on Sept. 5, 2008, (Bankr. D. Md. Lead Case No.:
08-21389) Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler
represents the Debtors in their restructuring efforts.

Luminent reported $3,757,205,000 in total assets, $3,980,269,000
in total debts, resulting in $223,212,000 in stockholders' deficit
as of March 31, 2008.

Bloomberg News reports that Luminent listed debts of
$484.1 million and assets of $13.4 million as of July 31, 2008.  
Nine affiliates also filed for bankruptcy.  Bloomberg adds that 30
largest unsecured creditors are owed a total of $221.8 million.  
Wells Fargo & Co., indenture trustee for Luminent's 8-1/8% bonds
due in 2027, is listed as the largest unsecured creditor. The
principal amount owed under the bonds is $90 million, Bloomberg
says.

Luminent and its debtor-subsidiaries continue to operate their
business as debtors-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and orders of the Bankruptcy Court.


LUMINENT MORTGAGE: Seeks Extension of Schedules Filing Deadline
---------------------------------------------------------------
Luminent Mortgage Capital, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Maryland for a 15-day
extension of their deadline to file schedules of assets and
liabilities, schedules of executory contracts and unexpired
leases, and statements of financial affairs.

The Debtors also ask the Court to waive the requirements:

     -- to file a list of equity security holders and
     -- to provide notice of the order for relief to equity
        security holders.

Under Section 521 of the U.S. Bankruptcy Code and Rule 1007 of the
Federal Rules of Bankruptcy Procedure, the Debtors must file with
the Court their Schedules and Statements and a list of equity
security holders within 15 days after the filing of bankruptcy
petition.  The Debtors filed for Chapter 11 protection on Sept. 5,
2008.  

Under Bankruptcy Rule 2002(d), unless otherwise ordered by the
Court, the Debtors must also give notice of the bankruptcy filing
to all equity security holders.

The Debtors tell the Court that, given the size and complexity of
their business operations, the number of creditors and the fact
that certain prepetition invoices haven't yet been received or
entered into their financial accounting systems, the Debtors have
not yet finished compiling the information required to complete
the Schedules and Statements.  The Debtors said that, in light of
the fact that they are operating with a skeleton crew of seven
employees, they won't be able to complete the Schedules and
Statements within the time specified in the Bankruptcy Rule
1007(c).  Completing the Schedules and Statements will require the
Debtors and their advisors to collect, review, and assemble a
substantial volume of information.  

The Debtors assure the Court that no party will be harmed or
prejudiced as a result of the requested extension.  The Debtors
will work with the Office of the U.S. Trustee for the District of
Maryland and any subsequently appointed creditors' committee to
provide sufficient financial data and creditor information to
permit at least an initial Bankruptcy Code section 341 meeting to
be held.

To inform the equity security holders of the Debtors' Chapter 11
cases, Luminent Mortgage filed a Form 8-K with the U.S. Securities
and Exchange Commission, disclosing the filing of the Debtors'
bankruptcy petitions.  The Debtors also propose to publish, after
the commencement of the Chapter 11 cases, a notice of commencement
of these cases in the national edition of The Wall Street Journal.  

                   About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE) is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
Company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the Company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent Mortgage and its debtor-affiliates filed and its wholly-
owned subsidiaries filed for Chapter 11 protection on on Sept. 5,
2008, (Bankr. D.Md. Case No. 08-21389).  Attorneys at Hunton &
Williams and at Shapiro Sher Guinot & Sandler provide the Debtors
with bankruptcy counsel.

Luminent reported $3,757,205,000 in total assets, $3,980,269,000
in total debts, resulting in $223,212,000 in stockholders' deficit
as of March 31, 2008.

Bloomberg News reports that Luminent listed debts of
$484.1 million and assets of $13.4 million as of July 31, 2008.  
Nine affiliates also filed for bankruptcy.  Bloomberg adds that 30
largest unsecured creditors are owed a total of $221.8 million.
Wells Fargo & Co., indenture trustee for Luminent's 8-1/8% bonds
due in 2027, is listed as the largest unsecured creditor. The
principal amount owed under the bonds is $90 million, Bloomberg
says.


LUMINENT MORTGAGE: Seeks to Hire Hunton & Williams as Counsel
-------------------------------------------------------------
Luminent Luminent Mortgage Capital, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Maryland for permission to employ Hunton & Williams LLP as the
Debtor's bankruptcy counsel, nunc pro tunc to Sept. 5, 2008.

The Debtors tell the Court that Hunton & Williams is expected to,
among others, advise the Debtors with respect to their powers and
duties as debtor-in-possession in the continued management and
operation of their businesses and properties.

Hunton & Williams will charge the Debtors these hourly rates:

       Peter S. Partee              $716.88
       Michael G. Wilson            $444.00
       Richard P. Norton            $619.75
       Scott H. Bernstein           $462.50
       Thomas N. Jamerson           $300.63
       Constance Andonian           $208.13
       Matthew A. Lambert           $115.63

The Debtors assure the Court that Hunton & Williams has no
connection with them, their creditors, the U.S. Trustee with
supevision over the District of Maryland, any person employed in
the Office of the U.S. Trustee, parties in litigation with the
Debtors or any other party.  Hunton & Williams does not have nor
represent an interest materially adverse to the interests of the
estates or of any class of creditors or equity security holders.

                   About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE) is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
Company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the Company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent Mortgage and its debtor-affiliates filed and its wholly-
owned subsidiaries filed for Chapter 11 protection on on Sept. 5,
2008, (Bankr. D.Md. Case No. 08-21389).  Attorneys at Hunton &
Williams and at Shapiro Sher Guinot & Sandler provide the Debtors
with bankruptcy counsel.

Luminent reported $3,757,205,000 in total assets, $3,980,269,000
in total debts, resulting in $223,212,000 in stockholders' deficit
as of March 31, 2008.

Bloomberg News reports that Luminent listed debts of
$484.1 million and assets of $13.4 million as of July 31, 2008.  
Nine affiliates also filed for bankruptcy.  Bloomberg adds that 30
largest unsecured creditors are owed a total of $221.8 million.
Wells Fargo & Co., indenture trustee for Luminent's 8-1/8% bonds
due in 2027, is listed as the largest unsecured creditor. The
principal amount owed under the bonds is $90 million, Bloomberg
says.


LUMINENT MORTGAGE: Wants to Employ Shapiro as Co-Counsel
--------------------------------------------------------
Luminent Luminent Mortgage Capital, Inc., and its debtor-
affiliates seek approval from the U.S. Bankruptcy Court for the
District of Maryland to hire Shapiro Sher Guinot & Sandler as
their co-counsel.

The Debtors tell the Court that Shapiro is expected to, among
others, advice the Debtors as needed in the continued possession
and management of their proprety and preparation of documents
required in the case, and represent the Debtors at creditors'
meetings, hearings, litigation, or other proceedings.  Shapiro
will cooperate with Hunton & Williams, LLP to ensure that legal
services provided to the Debtors by each firm are not duplicative.  
Shapiro will provide other legal services or advice as Hunton &
Williams may request from time to time.

Shapiro will charge the Debtors these hourly rates:

          Partners             $300 - $475
          Associates           $215 - $300
          Paralegals           $150 - $165

The Debtors assure the Court that Shapiro has no connection to the
Debtors, creditors, other parties-in-interest or their respective
attorneys.  Shapiro represents no interest adverse to the Debtors
or the bankruptcy estates.

                   About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE) is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
Company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the Company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent Mortgage and its debtor-affiliates filed and its wholly-
owned subsidiaries filed for Chapter 11 protection on on Sept. 5,
2008, (Bankr. D.Md. Case No. 08-21389).  Attorneys at Hunton &
Williams and at Shapiro Sher Guinot & Sandler provide the Debtors
with bankruptcy counsel.

Luminent reported $3,757,205,000 in total assets, $3,980,269,000
in total debts, resulting in $223,212,000 in stockholders' deficit
as of March 31, 2008.

Bloomberg News reports that Luminent listed debts of
$484.1 million and assets of $13.4 million as of July 31, 2008.  
Nine affiliates also filed for bankruptcy.  Bloomberg adds that 30
largest unsecured creditors are owed a total of $221.8 million.
Wells Fargo & Co., indenture trustee for Luminent's 8-1/8% bonds
due in 2027, is listed as the largest unsecured creditor. The
principal amount owed under the bonds is $90 million, Bloomberg
says.


MAAX CORP: Court Rules Sec. 365(e) Applicable to Chapter 15 Cases
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
declared that Sec. 365(e) of the Bankruptcy Code is applicable to
the Chapter 15 cases of MAAX Corp. et al., pursuant to Sections
1519 and 1521(a)(7) of the Bankruptcy code.

Alvarez & Marsal Canada ULC, the authorized foreign representative  
of MAAX Corp., and its direct and indirect wholly owned
subsidiaries in Debtors' Chapter 15 cases with the Delaware Court,
and the Monitor in the Debtors' Canadian proceedings under
Canada's Companies' Creditor Arrangement Act, asked the Delaware
Court to grant it provisional relief applicable to the Debtors'
real property leases pending disposition of their Chapter 15
petitions.

The Court agreed with the Monitor that without the protection of
Sec. 365(e) of the Bankruptcy Code there would be material risk
that counterparties to the Debtors' real property leases may take
the position that the commencement of the Canadian proceedings or
the proceedings in the Delaware Court authorizes them to terminate
their leases.  The termination of the leases, the Court said, will
render the Debtors unable to perform under its Purchase Agreement
for the sale of their assets which has been approved by the Quebec
Court, and cause irreparable damage to the value of the Debtors'
estates.

As reported in the Troubled Company Reporter on June 12, 2008,
MAAX issued a release saying it had entered into an asset purchase
agreement with Brookfield Bridge Lending Fund concerning a
transaction.  Under that agreement, Brookfield will acquire
substantially all of the assets and property of MAAX and its
affiliates.  

Brookfield is the administrative and collateral agent and senior
secured lender under a credit and guaranty agreement dated Jan. 9,
2007, involving holders of 9.75% senior subordinated notes due
2012 in the aggregate amount of $150 million.  MAAX Corporation
issued the senior subordinated notes pursuant to an indenture
dated June 4, 2004.

                         About MAAX Corp.

Quebec, Canada-based MAAX Corporation -- http://www.maax.com/--   
is a North American manufacturer of award-winning bathroom
products and spas for the residential housing market.  The company
offers products through plumbing wholesalers, bath and spa
specialty boutiques and home improvement centers.  The company
currently employs more than 2,000 people in 16 plants and
independent distribution centers throughout North America and
Europe.  MAAX Corporation is a subsidiary of Beauceland
Corporation, itself a wholly owned subsidiary of MAAX Holdings,
Inc.

MAAX Canada is the principal operating entity in the MAAX Group.  
About 94% of aggregate EBITDA for the Northern American business
was generated in Canada in fiscal 2008.  About 45% of the total
corporate overhead costs incurred in Canada are allocated to the
U.S. entities, with the remaining 55% allocated to the Canadian
entities.  Majority of MAAX Group's bank accounts are with HSBC
Bank Canada.

On June 12, 2008, MAAX Corporation and its 10 affiliates sought
and obtained order from the Superior Court of the Province of
Quebec (Commercial Division) granting the companies protection
under the Companies Creditors Arragement Act (Canada).  Alvarez &
Marsal Canada ULC was appointed by the Quebec Court as the
Debtors' monitor.  Buchanan Ingersoll & Rooney and Allen & Overy
LLP is counsel to the monitor.

The chapter 15 petition for the Debtors was filed on July 14, 2008
(Bankr. D. Del. Case Nos. 08-11443 through 08-11453).  John Henry
Knight, Esq., at Richards, Layton & Finger, P.A. and Mary Caloway,
Esq., at Buchanan Ingersoll & Rooney PC, represent the Debtors in
their chapter 15 cases.  Judge Christopher S. Sontchi presides
over the chapter 15 cases.  The Debtors listed US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.


MEDIACOM COMMS: S&P's B+ Rating Unmoved by Morris Deal      
------------------------------------------------------
Standard & Poor's Ratings Services said its credit ratings and
outlook on Middletown, N.Y.-based cable TV operator Mediacom
Communications Corp. (B+/Stable/--) are not affected by the
company's announcement that it has entered into a definitive
agreement with an affiliate of Morris Communications Co. LLC to
exchange cable systems serving 25,000 subscribers and $110 million
in cash for 28.3 million shares of MCCC class A common stock.

The transaction is valued at about $184 million.

The repurchased shares represent about 30% of class A common
shares.  While this transaction will result in a modest increase
in leverage and a loss of some cash flow, the company's resulting
credit metrics will remain consistent with the 'B+' rating
category.

Mediacom has about $3.2 billion in outstanding debt.


MILLAR WESTERN: Moody's Places B2 Ratings on Review
---------------------------------------------------
Moody's Investors Service placed all the credit ratings of Millar
Western Forest Products Ltd. on review for possible downgrade.
This rating action follows the company's announcement on Sept. 3,
2008 that its Fox Creek sawmill was lost to a fire.  Reportedly,
the mill is covered by insurance and its recent contribution to
operating results has been modest.

The review for possible downgrade reflects Moody's opinion that
uncertainty exists regarding the financial impact of the
inoperable sawmill to Millar Western's results over the
intermediate to long term.  While acknowledging that near term
liquidity appears to be adequate, concern remains regarding the
timing and constitution of recovery plans.  Separately, the review
will focus on challenges in the company's lumber segment which
continues to be negatively impacted by weak demand in the building
products industry.  This has resulted in consolidated operating
performance and credit metrics that are weak for the current
rating category.

Moody's placed these ratings on review for possible downgrade:

   -- $190 million senior unsecured notes due 2013, B2 / LGD4
      (56%)

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2

Millar Western Forest Products Ltd. is privately held and produces
dimension lumber and high-yield pulp.  Headquartered in Edmonton,
Alberta, revenues for the twelve month period ended June 30, 2008
were approximately CAD$334 million.


MORIN BRICK: BofA Will Continue to Provide Working Capital
----------------------------------------------------------
Morin Brick Company Inc. has worked out an agreement with its
lender, Bank of America, to continue to receive working capital
during the Debtor's Chapter 11 process, Whit Richardson of
Mainebiz reports.

Morin Brick filed for bankruptcy protection in the U.S. Bankruptcy
Court for the District of Maine (Case No.: 08-21022) on Sept. 3,
2008.  According to the report, Morin Brick's senior management
said in a press release that the company's cash flow has been
extremely strained due to the downturn in the construction market
and the increased cost of production.  Morin Brick was unable to
pass these increased costs to its customers in the form of higher
prices for its products because of market conditions, the release
said.

According to Mr. Richardson's report, Morin Brick does not
anticipate any layoffs as a result of its bankruptcy filing.

Based in Auburn, Maine, Morin Brick Company --
http://www.morinbrick.com/-- manufactures molded and waterstruck  
brick.  It has a manufacturing facility in Auburn and showrooms in
Auburn and Brewer.  The Debtor listed assets of $10 million to
$50 million and debts of $1 million to $10 million in its
bankruptcy filing.


MORTGAGES LTD: Judge Approves Plan Giving $2.8MM to Developer
-------------------------------------------------------------
The Hon. Sarah Sharer Curley of the U.S. Bankruptcy Court for the  
District of Arizona approved Mortgages Ltd.'s request to provide
$2.8 million to the developer of Tempe's Centerpoint high-
rise condos, East Valley Tribune reports.

As reported by the Troubled Company Reporter on Sept. 5, the
agreement allows Mortgages Ltd. to borrow an initial $2.8 million
from lending firm Stratera Portfolio Advisors LLC.  Mortgages Ltd.
will then lend that money to Avenue Communities LLC through one of
two existing loans.  

The Debtor is borrowing the money from Stratera at an interest  
rate of 12.5 percent. It is lending the money to the Centerpoint  
developer at 18 percent.  The funding will permit the developer to
resume construction work on the partially complete towers, which
was stalled due to funding shortfalls.

Andrew Johnson of The Arizona Republic had reported that Mortgages
Ltd. has plans to lend up to $77 million more to Centerpoint
developer Avenue Communities.  Those plans, which are still being
worked out with Mortgages Ltd.'s investors and creditors, are
subject to bankruptcy-court approval.   

Tempe-based Avenue Communities earlier accused Mortgages Ltd. of  
failing to fund the entirety of about $190 million in loans the  
two parties agreed to between March 2007 and March 2008.

                        About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/    
-- originates, invests in, sells and services its own short-term
real-estate secured loans on properties within the state of
Arizona in the US.  It underwrites loans for commercial,
industrial and residential properties for acquisition,
entitlement, development, construction and investment.

Mortgages Ltd. was the subject of an involuntary chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
before the U.S. Bankruptcy Court for the District of Arizona.   
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, act as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.


NATIONAL ENERGY: $950,629 Claim Against Southaven Allowed
---------------------------------------------------------
NEGT Energy Trading - Power, LP and Southaven Power LLC entered
into a stipulation and consent order in July 2008, allowing a
claim filed by ET Power in Southaven's bankruptcy case.

ET Power asserted a $950,629 claim in September 2005, alleging the
receipt of preferential transfers subject to avoidance and
recovery by ET Power under Sections 547 and 550 of the Bankruptcy
Code, against Southaven in Southaven's bankruptcy case.  Southaven
has determined that it would not object to, and will consent to
the allowance of, the ET Preference Claim in full, plus interest.

                   About Southaven Power LLC

Headquartered in Charlotte, North Carolina, Southaven Power LLC
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Mark A. Broude, Esq., at Latham & Watkins LLP represents the
Debtor in its restructuring efforts, and Hillary B. Crabtree,
Esq., at Moore & Van Allen, PLLC, represents the Debtor in
litigation against PG&E Energy Trading-Power L.P, now known as
NEGT Energy Trading - Power L.P.  No official committee of
unsecured creditors has been appointed in the Debtor's case.

Southaven obtained confirmation of its chapter 11 plan of
reorganization on August 1, 2008.  The Plan was declared effective
August 12.

When Southaven filed for protection from its creditors, it
estimated assets and debts at more than $100 million.

                         About NEGT Inc.

Bethesda, MD-based PG&E National Energy Group Inc. nka National
Energy & Gas Transmission Inc. owned and operated electric
generating and natural gas pipeline facilities and provided energy
trading, marketing and risk-management services.  The Company and
six of its affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  When the Company filed
for protection from its creditors, it listed $7,613,000,000 in
assets and $9,062,000,000 in debts.  NEGT received bankruptcy
court approval of its reorganization plan in May 2004, and emerged
from bankruptcy on Oct. 29, 2004.

NEGT's affiliates -- NEGT Energy Trading Holdings Corp., NEGT
Energy Trading - Gas Corporation, NEGT ET Investments Corp., NEGT
Energy Trading - Power, L.P., Energy Services Ventures, Inc., and
Quantum Ventures -- filed their First Amended Plan and Disclosure
Statement on March 3, 2005, which was confirmed on April 19, 2005.
Steven Wilamowsky, Esq., and Jessica S. Etra, Esq., at Willkie
Farr & Gallagher LLP represent the ET Debtors.  On Nov. 6, 2006,
Judge Mannes entered a final decree closing Quantum Ventures'
Chapter 11 case.


NEWCASTLE MORTGAGE: Moody's Junks Ratings on Three Cert. Classes
----------------------------------------------------------------
Moody's Investors Service has downgraded seven certificates from
Newcastle Mortgage Securities Trust 2007-1.  About two of the
downgraded certificates will remain on review for possible further
downgrade.

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

Complete rating actions are:

Issuer: Newcastle Mortgage Securities Trust 2007-1

   -- Cl. M-5, Downgraded to B1 from A3

   -- Cl. M-6, Downgraded to B2 from Baa2

   -- Cl. M-7-A, Downgraded to B2 from Ba1; Placed Under Review
      for further Possible Downgrade

   -- Cl. M-7-B, Downgraded to B2 from Ba1; Placed Under Review
      for further Possible Downgrade

   -- Cl. M-8-A, Downgraded to C from Ba3

   -- Cl. M-8-B, Downgraded to C from Ba3

   -- Cl. M-9, Downgraded to C from B2


NRBT LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: NRBT, LLC
        358 Wildwood Drive
        Cecil, AL 36013

Bankruptcy Case No.: 08-04408

Chapter 11 Petition Date: Sept. 8, 2008

Court: Northern District of Alabama (Birmingham)

Debtor's Counsel: Andre' M. Toffel, Esq.
                  ATOFFEL@WWISP.COM
                  Andre' M. Toffel, P.C.
                  1929 3rd Avenue N
                  3rd Floor Farley Bldg.
                  Birmingham, AL 35203
                  Tel: (205) 252-7115
                  
Estimated Assets: $1,000,000 to $10,000,000

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

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


NRG ENERGY: Moody's Affirms Corporate Family Rating at Ba3
----------------------------------------------------------
Moody's Investors Service has affirmed all of NRG Energy, Inc.'s
(NRG) ratings, including its Corporate Family Rating at Ba3, the
senior unsecured debt at B1, and the Speculative Grade Liquidity
Rating at SGL-1. The rating outlook remains stable.

The rating affirmation reflects the announcement by NRG to offer
existing bondholders the ability to exchange up to approximately
$2 billion of new bonds, and to concurrently seek consents from
its existing bondholders with proposed amendments to the
indentures governing the existing $4.7 billion of senior unsecured
debt.  While the transaction, if completed, will increase annual
interest expense and will weaken covenant protection for
bondholders, the transaction will not result in any fundamental
change in the issuer's credit quality.  To that end, should
bondholder consent to the proposed amendments occur and should the
bonds be offered in the capital markets, Moody's anticipates
assigning a B1 rating to the approximate $2 billion of new senior
unsecured bonds.

The rating affirmation recognizes NRG's continued generation of
relatively consistent credit metrics through an active hedging
program as evidenced by adjusted cash flow to total adjusted debt
registering 15% - 16% for the past three years and through
June 30, 2008.  Moody's expects these financial metrics to
modestly improve during 2008 due to continued steady operating
cash flow generation and permanent consolidated debt reduction,
including debt retirement of around $475 million under the
company's senior secured term loan, the bulk of which occurred in
December 2007 and March 2008.

The rating affirmation acknowledges the company's stated desire to
return more capital to shareholders as evidenced by the
announcement of a consent request, which if successful, would
eliminate the restricted payments test in the senior note
indentures.  While the company continues to pursue a capital
allocation strategy that returns to shareholders an average rate
of 3% annually (or approximately $250 million to $300 million each
year), we observe that the company has complimented this capital
return program with associated debt retirement. We believe
management will continue to pursue this two-pronged capital
approach.  Assuming that the indentures are amended and the
restricted payments test is eliminated in the indentures,
bondholders will continue to benefit from the existing restricted
payments test in the senior secured bank facility; however, that
restricted payments test offers the company greater flexibility to
make distributions to shareholders and it can be amended or
eliminated in the future without the consent of the bondholders.
While this is a risk for bondholders, we do believe that a senior
secured bank facility will have some form of a restricted payment
test even if the credit environment becomes substantially more
benign than what currently exists today.  More importantly, while
NRG's management is clearly shareholder focused, we believe that
the company will continue to implement its shareholder return
program in a manner that addresses both shareholder and creditor
interests.  We also observe NRG's historical approach to capital
investment programs has involved the utilization of joint venture
arrangements for all of the company's largest generation projects,
and the execution of long-term power purchase arrangements with
load serving entities at other projects in conjunction with re-
powering initiatives.

NRG's speculative grade liquidity rating of SGL-1 reflects our
expectation that the company will maintain a very good liquidity
profile over the next 12-month period as a result of its
generation of strong internal cash flows, maintenance of
significant cash balances plus continued access to substantial
credit availability. Total liquidity at June 30, 2008 approximated
$2.7 billion, including cash on hand of $1.3 billion.  In
addition, we anticipate the company will generate incremental free
cash flow during 2008.  Moody's understands that the company
remains very comfortably in compliance with the covenants in its
bank facilities and acknowledges the increase in liquidity that
occurred following the sale of ITISA for approximately
$288 million during the second quarter 2008.

NRG's stable rating outlook reflects our expectation for continued
generation of relatively predictable cash flow for this wholesale
power company due to the fleet's competitive position and hedging
strategy.  The stable outlook considers continued execution of
management's balanced capital allocation policy and factors in
NRG's measured strategy for capital investment, including the use
of joint ventures and execution of key contractual arrangements to
mitigate risk.

The last rating action for this company was April 28, 2008 when
the negative outlook was stabilized and the speculative grade
liquidity rating was upgraded to SGL-1 from SGL-2.

Headquartered in Princeton, New Jersey, NRG Energy, Inc. owns and
operates power generating facilities, primarily in Texas and the
northeast, south central and western regions of the United States.
NRG also owns generating facilities in Australia and Germany.


NUTRITIONAL SOURCING: Court Okays Disclosure Statement
------------------------------------------------------
According to Bankruptcy Law360, the Hon. Peter J. Walsh of the
U.S. Bankruptcy Court for the District of Delaware approved
Nutritional Sourcing Corp.'s disclosure statement, paving the way
for creditors and the Court to weigh the company's joint
liquidation plan.

Judge Walsh set an Oct. 14 hearing to consider confirmation of the
liquidation plan, Bankruptcy Law360 states.

As reported by the Troubled Company Reporter on August 12, 2008,
the joint liquidation plan proposed by Nutritional Sourcing and
its debtor-affiliates together with the Official Committee of
Unsecured Creditors, provides separate treatments for Nutritional
Sourcing, Pueblo International LLC, and FLBN LLC because their
estate are not being substantively consolidate.

The terms of the Chapter 11 plan represent a settlement, among
other things:

    i) of several of the largest claims against the Debtors'
       estates -- including a US$1,125,000 claim of Pension
       Benefit Guaranty Corporation, holders of senior secured
       notes and the Debtors' two executive officers, and

   ii) resolution of certain issues that have been disputed
       throughout the case, the amount of the FLBN intercompany
       claims that should be classified as a Pueblo trade claim
       and the bonus to be paid to Debtors' two executive
       officers.

In 2006, the Debtors conducted an auction for the sale of
substantially all of their grocery stores and their distribution
center.  During the action, PS Acquisition Inc. made a
US$139,000,000 offer for the Debtors' assets topping Pueblo and
Supermercados Econo Inc.'s US$89,750,000 bid.  The Court
approved the sale on Sept. 25, 2007.  The sale closed on
Oct. 31, 2008.

The sale generated about US$32,181,628 in proceeds.  The
proceeds were net of, among other things:

    -- repayment of all obligations owed to the lender of
       US$101,200,000;

    -- break-up fee and expense reimbursement for Pueblo and
       Supermercados of US$4,200,000;

    -- paid and escrowed cure amounts for assumed contracts and
       leases;

    -- other fees and expenses, and

    -- the addition to the purchase price for inventory of
       US$4,876,643.

The plan groups claims against, and interests in, the Debtors in
these classes:

A. Nutritional Sourcing Inc.

                 Type
    Class        of Claims                     Treatment
    -----        ---------                     ---------
    1C           other priority claims         unimpaired
    2B           senior secured note claims    impaired
    3C           other secured claims          unimpaired
    4D           general unsecured claims      impaired
    5C           penalty and subordinated      impaired
                  claims
    6C           equity securities interests   impaired

Holders of Class 4D general unsecured claims, totaling
US$17 million, will not receive any distribution on account of
their allowed unsecured claims.

B. Pueblo International LLC

                 Type
    Class        of Claims                     Treatment
    -----        ---------                     ---------
    1A           other priority claims         unimpaired
    2A           mirror loan claims            impaired
    3A           other secured claims          unimpaired
    4A           trade claims                  impaired
    4B           general unsecured claims      impaired
    5A           penalty and subordinated      impaired
                  claims
    6A           equity securities interests   impaired

Holders of Class 4B general unsecured claims, totaling
US$79.22 million, will receive their pro rata share of the net
proceeds of the Pueblo liquidation trust assets.  Holders are
expected to recover 13.2% under the plan.

C. FLBN LLC

                 Type
    Class        of Claims                     Treatment
    -----        ---------                     ---------
    1B           other priority claims         unimpaired
    3B           other secured claims          unimpaired
    4C           general unsecured claims      impaired
    5B           penalty and subordinated      impaired
                  claims
    6B           equity securities interests   impaired

Holders of Class 4C general unsecured claims, totaling
US$32.9 million, will receive their pro rata share of the assets
in FLBN's chapter 11 estate.  Holders are expected to recover
25.1% under the plan.

Holders of Class 2B, 4A, 4B and 4C claims are entitled to vote
for the plan.

A full-text copy of the Debtors and Panel's disclosure statement
is available for free at http://ResearchArchives.com/t/s?308a

                   About Nutritional Sourcing

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  The U.S. Trustee for Region 3 appointed eight
creditors to serve on an Official Committee of Unsecured
Creditors.  Skadden, Arps, Slate, Meagher & Flom LLP represent
the Official Committee of Unsecured Creditors.  The company has
disclosed $130.8 million in assets and debt totaling
$266.5 million with the Court.


OWENS CORNING: Court Orders Closure of Subsidiaries' Cases
----------------------------------------------------------
Judge Judith K. Fitzgerald of U.S. Bankruptcy Court for the
District of Delaware ruled that the Chapter 11 cases of these
Owens Corning subsidiaries are closed effective as of August 29,
2008:

   Debtor                                     Case No.
   ------                                     --------
   CDC Corporation                            00-03838     
   Engineered Yarns America, Inc.             00-03839
   Falcon Foam Corporation                    00-03840       
   Integrex                                   00-03841
   Fiberboard Corporation                     00-03842
   Exterior Systems, Inc.                     00-03843
   Integrex Ventures LLC                      00-03844
   Integrex Professional Services LLC         00-03845
   Integrex Supply Chain Solutions LLC        00-03846     
   Integrex Testing Systems LLC               00-03847
   Homexperts LLC                             00-03848
   Jefferson Holdings, Inc.                   00-03849   
   Owens-Corning Fiberglas Technology Inc.    00-03850       
   Owens Corning HT, Inc.                     00-03851       
   Owens-Corning Overseas Holdings, Inc.      00-03852       
   Owens Corning Remodeling Systems, LLC      00-03853       
   Soltech, Inc.                              00-30854

The Court retains jurisdiction to hear and determine any matters
or disputes arising in or related to the Subsidiary Debtors'
cases, including any matters or disputes with respect to
TradeDebt.net, Inc. and any matters relating to the effect of the
discharge and injunction provisions contained in the Plan and the
Confirmation Order.

The case of Owens, also known as Owens Corning Sales LLC, Case
No. 00-03837, will remain open pending further Court order.

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.  
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On Sept. 28, 2006, the Honorable John P. Fullam, Sr., of the U.S.
District Court for the Eastern District of Pennsylvania affirmed
the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware confirming Owens Corning's
Sixth Amended Plan of Reorganization.  The Plan took effect on
Oct. 31, 2006, marking the company's emergence from Chapter 11.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc., Issue No. 174, http://bankrupt.com/newsstand/or
215/945-7000)


PALAMA MEAT: To Lay Off Up to 38 Workers
----------------------------------------
Palama Meat Co. filed a notice on August 29, 2008, with the State
of Hawaii that it was letting go of 32 to 38 workers, reports Nina
Wu of Star Bulletin.

The layoffs represent a trimming of between 15 to 20 percent of
Palama Meat's staff of about 200, notes Ms. Wu.

James Hardway, spokesman for the Department of Labor and
Industrial Relations in Hawaii, said a rapid response team would
be meeting with workers at Palama, according to Ms. Wu.  But he
later said he wasn't authorized to confirm any layoffs, adds Ms.
Wu.

Palama Meat, founded in 1952 and based in Kapolei, is Hawaii's
oldest meat-processing and wholesale business in the state.

In 2003, Palama Meat and its affiliated food-service distributor,
H&W Foods, filed for Chapter 11 bankruptcy, but were acquired the
following year by current CEO William Loose and a California
investment company for $14 million.


PANAVISION INC: Weak Liquidity Cues Moody's to Cut CFR to Caa1
--------------------------------------------------------------
Moody's Investors Service downgraded the B3 corporate family and
B3 probability of default ratings for Panavision Inc. (Panavision)
to Caa1, concluding its review which commenced May 5, 2008.  The
rating outlook is now stable.  The downgrades reflect Moody's
concerns about Panavision's weak liquidity and ability to sustain
its current capital structure.  Notwithstanding a better than
expected June quarter, the bulk of this budget over-performance
likely resulted from timing differences (including an acceleration
of revenue projected for the third quarter into the second
quarter), and compliance with financial covenants (particularly in
consideration of fairly meaningful tightening as scheduled next
year) remains uncertain and would seem to require a material boost
in EBITDA from current levels by the end of next year.

Liquidity remains weak, even given aggressive management of
capital expenditures.  The $35 million revolver provides only
modest external capacity for a seasonal, cash consumptive business
with limited visibility, in Moody's view.  These liquidity
constraints compound core business challenges, including the
negative impact of the strike by the Writers' Guild of America,
which could result in a permanent loss of related TV segment
revenue in 2008.  A potential future strike by the Screen Actors'
Guild (SAG) would further reduce volume, and, even absent a SAG
strike, an increased focus on production costs by television
studios could lead to diminished use of Panavision equipment.  A
summary of actions follows.

Panavision Inc.

   -- Corporate Family Rating, Downgraded to Caa1 from B3

   -- Probability of Default Rating, Downgraded to Caa1 from B3

   -- Senior Secured First Lien Bank Credit Facility, Downgraded
      to B3, LGD3, 33% from B2

   -- Senior Secured Second Lien Bank Credit Facility, Downgraded
      to Caa3, LGD5, 84% from Caa2

   -- Outlook, Changed To Stable From Rating Under Review

Panavision's Caa1 corporate family rating reflects weak liquidity,
high financial risk, some degree of volatility in its core camera
rental business, and uncertain asset coverage.  Panavision's
industry leading market share in the feature film and episodic
television markets, strong brand image and reasonably high EBITDA
margins support its ratings.  Ratings also benefit from some
evidence of success in identifying and integrating acquisitions
and from recent cost cutting initiatives undertaken in response to
challenging operating conditions.

Headquartered in Woodland Hills, California, Panavision
manufactures and rents camera systems and lighting equipment to
motion picture and television producers worldwide.  Its annual
revenue is approximately $300 million.


PRINCETON OFFICE: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Princeton Office Park L.P.
        4100 Quackerbridge Road
        Trenton, NJ 08648

Bankruptcy Case No.: 08-27149

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

Chapter 11 Petition Date: September 9, 2008

Court: District of New Jersey (Trenton)

Debtor's Counsel: Morris S. Bauer
                  mbauer@nmmlaw.com
                  Norris McLaughlin & Marcus PA
                  P.O. Box 1018
                  Somerville, NJ 08876-1018
                  Tel: (908) 722-0700
                  Fax: 908-722-0755

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

Debtor's list of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ramussen Companies Inc.                            $779,883
1050 Highway 35
P.O. Box 4174
Middletown, NJ 07748

Petillo Enterprises                                $217,170
47 Dell Avenue
Kenvil, NJ 07847

Berger & Bornstein                                 $141,567
237 Sounth Street
Morristown, NJ 07960

BJR Development                                    $116,982

Realty Management Associates                        $94,106

PSE&G                                               $79,699

Elizabethtown Water Co.                             $41,509

Enviro-Sciences Inc.                                $15,531

EcolSciences Inc.                                      $350

Art Levy Associates                                    $150

Verizon                                                $104

AT&T                                                    $68  


RACERS: S&P Cuts Rating on $75MM Credit-Linked Certs. to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the $75
million credit-linked certificates from Restructured Asset
Certificates w/Enhanced Returns (RACERS) Series 2006-18-C
(ABX_A_06_2_i) to 'CC' from 'CCC'.

The downgrade reflects the Aug. 25, 2008, lowering of the rating
on the referenced obligations, the class M-5 asset-backed
certificates due Feb. 25, 2036, issued by Long Beach Mortgage Loan
Trust 2006-1, which is the lowest rated of the reference
obligations in the credit default swap.

RACERS 2006-18-C (ABX_A_06_2_i) is a credit-linked certificate
transaction, the rating on which is based on the lower of (i) the
rating on the underlying securities, the certificates issued by
RACERS Series 2006-15-A Trust ('AAA'); and (ii) the lowest rating
on the various reference obligations in the credit default swap
trade ('CC').

The Long Beach Mortgage Loan Trust 2006-1-related press release,
"222 Ratings Lowered On 29 U.S. Subprime RMBS Transactions; 168
Ratings Affirmed," published Aug. 25, 2008, can be found on
RatingsDirect, the real-time Web-based source for Standard &
Poor's credit ratings, research, and risk analysis, at
http://www.ratingsdirect.com.


RALI SERIES: Moody's Corrects Rating Actions for Series 2007-QO3
----------------------------------------------------------------
Rating actions for RALI Series 2007-QO3 Trust appear incorrectly
in the September 3 release.

The incorrect actions were due to a drafting error in the press
release.  The correct rating actions for the impacted tranches
are:

   -- Cl. A-1, currently at Aaa (no action taken)

   -- Cl. A-3, Downgraded to Baa1 from Aaa

Revised portion of release:

Issuer: RALI Series 2007-QO3 Trust

   -- Cl. A-3, Downgraded to Baa1 from Aaa

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

   -- Cl. M-2, Downgraded to B1 from Aa1

   -- Cl. M-3, Downgraded to B2 from Aa1

   -- Cl. M-4, Downgraded to B2 from Aa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-5, Downgraded to B2 from A1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-6, Downgraded to B2 from Baa1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-7, Downgraded to B3 from Baa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-8, Downgraded to Ca from Ba3

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


S & A RESTAURANT: Atalya Wants to Dispose of Collateral
-------------------------------------------------------
Atalya Administrative LLC is asking the U.S. Bankruptcy Court for
the Eastern District of Texas to lift the automatic stay to allow
it to dispose of certain assets of S & A Restaurant Corp. and its
debtor-affiliates.

Atalya serves as an agent for certain lenders pursuant to a
Administrative and Collateral Agency Agreement dated July 9,
2008, in connection with an Amended and Restated Loan and
Security Agreement dated March 8, 2005, entered with the Debtors
as borrower and Fortress Credit Opportunities I LP, successor-in-
interest to Forest Credit Corp.

Pursuant to the Loan Agreement, Atalya made extensions of credit
and other financial accommodations to the Debtors.  In turn, the
Debtors granted Atalya a continuing security interest in all
assets existing at the time of the Loan Agreement and thereafter.   

As of the Petition Date, the Debtors owe $11,402,986, including
accrued interests for $159,511, under the Loan Agreement.  
Fortress assigned part of its interests in the Term Loan to
Atalya.  Accordingly, Atalya notified the Debtors of the   
existing defaults and its right to (i) terminate the commitment
of the lenders to make advances or extend credit under the Loan
Agreement, and (ii) demand full payment of the Defaults.  Until
the Defaults are paid, they will continue to accrue three
percentage points per annum as interest.  As of August 21, 2008,
the Debtors have not paid Atalya.

Moreover, Atalya notified the Debtors that it will revoke all
rights and powers of the pledgors under a Pledge Agreement to
exercise the voting and other consensual rights related to the
Pledged Securities.  In fact, as of July 28, Atalya took the sole
and exclusive right to exercise all voting and other consensual
rights and to receive as pledged collateral and any dividends
related to the it until the Defaults are paid.

The Debtors also guaranteed to the lenders certain assets
pursuant to, as amended and restated, a (i) Pledge Agreement,
(ii) Collateral Assignment of Management Agreements, (iii)
Collateral Assignment of Licenses, and (iv) Collateral Assignment
of Development Agreements.

Under the Pledge Agreement, the Debtors pledged all collateral
consisting of certain stock, partnership and membership
interests, debt and shares.  Under the CAMA, the Debtors granted
a security interest and other rights to the lenders in five
management assignments.  By virtue of the CAL, the lenders are
given a security interest and other rights in all certifications,
permits and certain "encumbered properties."

Thus, Atalya asks the Court to lift the automatic stay to permit
its disposition of the Assets.  Atalya avers that the Debtors and
Michelle H. Chow, the Chapter 7 bankruptcy trustee for the
Debtors cannot provide any adequate protection to Atalya and the
lenders.  Taking into consideration the Debtors' closure of their
restaurants, Atalya's interests on the Assets are deteriorating
on a daily basis without assurances of adequate protection or
payments from the Debtors to compensate for the diminution in
value of the collateral.  

Atalya affirms that the Debtors do not have equity in the Assets
as the only valuation that can be attributed to them is a
liquidation value as their going concern value has been
eliminated by the existence of these bankruptcy cases.  More
importantly, as evidenced in the closing of the restaurants,
termination of all employees and rejection of the restaurants
leases, the Trustee or the Debtors have no ability to reorganize,
thus the Assets are not necessary to any reorganization.

Atalya and the lenders assert a $11,500,000 claim secured by all
of the Assets.  If the Court does not lift the automatic stay,
the Assets' value will continue to diminish and will be lost at
the expense of Atalya and the lenders.

                     About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,    
http://www.steakandalerestaurants.com,http://www.bennigans.com/    
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, is the Debtors counsel.  The Debtors
disclosed total scheduled assets of $2,302,057 and total scheduled
liabilities of $159,432,691.

Michelle H. Chow is the Debtors' Chapter 7 bankruptcy trustee.  
The lead counsel for the trustee is Kane Russell Coleman & Logan
PC.  Mark Ian Agee, Esq., of the law firm Mark Ian Agee, Attorney
at Law, is co-counsel.


SACO I: Moody's Junks Ratings on Cl. I-A Certificate
----------------------------------------------------
Moody's Investors Service has downgraded two certificates issued
by SACO I Trust 2006-12.  The transaction is backed by home equity
line of credit (HELOC) collateral.  The certificates were
downgraded because the bonds' credit enhancement levels, including
excess spread and subordination were too low compared to the
current projected loss numbers at the previous rating levels.

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

Complete rating actions are:

Issuer: SACO I Trust 2006-12

   -- Cl. I-A, Downgraded to Ca from Ba2

   -- Cl. I-M-1, Downgraded to C from Caa3


SACO I: Moody's Cuts Ratings on Two 2006-12 Certificate Classes
---------------------------------------------------------------
Moody's Investors Service has downgraded two certificates issued
by SACO I Trust 2006-12.  The transaction is backed by home equity
line of credit (HELOC) collateral.  The certificates were
downgraded because the bonds' credit enhancement levels, including
excess spread and subordination were too low compared to the
current projected loss numbers at the previous rating levels.

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

Complete rating actions are:

Issuer: SACO I Trust 2006-12

   -- Cl. I-A, Downgraded to Ca from Ba2

   -- Cl. I-M-1, Downgraded to C from Caa3


SANDISK CORP: S&P's B+ Rating Unchanged by News of Samsung
Deal          
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Milpitas, Calif.-based SanDisk Corp. (B+/Negative/--) are not
affected at this time by the reports that Samsung Electronics Co.
Ltd. (A/Stable/A-1) is contemplating a transaction with the
company.

Samsung may be examining a variety of options, ranging from an
alliance with SanDisk to an outright acquisition.  The credit
impact of these actions would vary considerably, from little to no
impact in the case of an alliance, to a likely upgrade if there's
an acquisition.

S&P notes, however, the transactions might not occur.  If a
structure is announced that clarifies the future relationship of
the companies, Standard & Poor's will review the specifics, and if
necessary, take an appropriate rating action.


SAXON ASSET: Moody's Junks Ratings on Seven Certificate Classes
---------------------------------------------------------------
Moody's Investors Service has downgraded 13 certificates from
Saxon Asset Securities Trust 2007-3.  About four of the downgraded
certificates will remain on review for possible further downgrade,
while six other certificates have been placed on review for
possible downgrade.

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

Issuer: Saxon Asset Securities Trust 2007-3

   -- Cl. 2-A1, Placed on Review for Possible Downgrade,
      currently Aaa

   -- Cl. 2-A2, Placed on Review for Possible Downgrade,
      currently Aaa

   -- Cl. 2-A3, Placed on Review for Possible Downgrade,
      currently Aaa

   -- Cl. 2-A4, Placed on Review for Possible Downgrade,
      currently Aaa

   -- Cl. 1-M1, Placed on Review for Possible Downgrade,
      currently Aa1

   -- Cl. 2-M1, Placed on Review for Possible Downgrade,
      currently Aa1

   -- Cl. 1-M2, Downgraded to Baa3 from Aa2

   -- Cl. 2-M2, Downgraded to Baa3 from Aa2

   -- Cl. 1-M3, Downgraded to B1 from Aa3; Placed Under Review
      for further Possible Downgrade

   -- Cl. 2-M3, Downgraded to B1 from Aa3; Placed Under Review
      for further Possible Downgrade

   -- Cl. 1-M4, Downgraded to B2 from A1; Placed Under Review
      for further Possible Downgrade

   -- Cl. 2-M4, Downgraded to B2 from A1; Placed Under Review
      for further Possible Downgrade

   -- Cl. 1-M5, Downgraded to Caa1 from A2

   -- Cl. 2-M5, Downgraded to Caa1 from A2

   -- Cl. 1-M6, Downgraded to C from A3

   -- Cl. 2-M6, Downgraded to C from A3

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

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

   -- Cl. B-3, Downgraded to C from Baa3


SCHLOTZSKY'S INC: 5th Cir. Says Winstead Must Disgorge Fees
-----------------------------------------------------------
Mary Alice Robbins at Texas Lawyer reports that the U.S. Court of
Appeals for the Fifth Circuit has directed Winstead PC to disgorge
up to $500,000 in attorney fees it received for its work on
Schlotzsky's Inc., which filed for bankruptcy in August 2004.

Texas Lawyer relates that a three-judge panel of the 5th Circuit
concluded in an Aug. 28 decision in Wooley v. Faulkner that the
"doctrine of equitable mootness" didn't apply to lawyers
representing clients in Chapter 11 bankruptcy.  The report states
that the Wooley case stems from the August 2004 Chapter 11
bankruptcy filing by Schlotzsky's.

According to Texas Lawyer, R. Glen Ayers, a former judge on the
U.S. Bankruptcy Court for the Western District of Texas in San
Antonio, found the 5th Circuit's opinion "worrisome" for debtors'
counsel and other lawyers with fees subject to court approval in a
Chapter 11 case, "because it says the doctrine of equitable
mootness may not protect them."  Texas Lawyer states that under
the doctrine, the appeals courts recognize that there is a point
at which they can't order "fundamental changes in a debtor's
reorganization plan approved by a bankruptcy court once that plan
has been consummated."

Under the 5th Circuit's opinion in Wooley, the protection that
equitable mootness affords other parties in the case doesn't apply
when a party is before the court, Texas Lawyer says, citing Mr.
Ayers.  The report relates that Mr. Ayers said attorneys may not
be protected from having to disgorge the fees they've been paid,
as the 5th Circuit's opinion in Wooley leaves open the possibility
that a lawyer's fees in a Chapter 11 bankruptcy case are subject
to recapture for an indefinite period.

Texas Lawyer states that the 5th Circuit panel concluded in the
Wooley case that two lower courts erred when they allowed Dennis
Faulkner, who administers the plan for distributing the assets of
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, Schlotzsky's former officers and directors.

                       About Winstead PC

Winstead PC -- http://www.winstead.com/-- is a business law firms   
in Texas, representing major companies regionally and nationally
in the real estate, financial services and technology industries.   
Winstead attorneys and consultants serve as trusted advisors to
mid-market and large businesses, providing a core range of legal
services that are critical to their operation and success.  From
its broad corporate practice to high-stakes litigation and
appellate matters, Winstead has the power to perform.  Winstead
has offices in Austin, Dallas, Fort Worth, Houston, San Antonio,
and The Woodlands, Texas; and Washington D.C.

                        About Schlotzsky's

Headquartered in Austin, Texas, Schlotzsky's, Inc., nka SI
Restructuring, Inc. -- http://www.schlotzskys.com/-- was a  
franchisor and operator of restaurants.  The Debtors filed for
chapter 11 protection on August 3, 2004 (Bankr. W.D. Tex. Case No.
04-54504).  Amy Michelle Walters, Esq., and Eric Terry, Esq., at
Haynes & Boone, LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $111,692,000 in total assets and
$71,312,000 in total debts.  On Dec. 8, 2004, the Court approved
the sale of substantially all of the Debtors' assets to Bobby Cox
Companies for $28 million.  Schlotzsky's and its debtor-affiliates
emerged from chapter 11 on April 21, 2006, under the terms of
their confirmed Joint Plan of Liquidation.

As reported in the Troubled Company Reporter on May 3, 2006,
Schlotzsky's, Inc. and its debtor-affiliates emerged from
bankruptcy protection on April 21, 2006.  


SENSUS METERING: S&P Confirms 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Sensus
Metering Systems Inc., including its 'B+' corporate credit rating.  
The ratings are removed from CreditWatch, where they were placed
with negative implications on April 9, 2008, due to concerns about
limited headroom on the company's financial covenants.  The
outlook is negative.

"The rating actions incorporate the recent improvement in Sensus'
liquidity profile, including somewhat better headroom under its
financial covenants," said Standard & Poor's credit analyst John
R. Sico.  "However, a further step-down in the financial leverage
covenant occurs in April 2009 and while we expect that Sensus'
operating performance will improve there is some risk in the
company's ability to meet the new compliance ratios."

Sensus continues to produce positive free cash flow, and has made
strides in assuring that it can deliver advanced metering systems
and products to large utility customers.

The ratings on Raleigh, N.C.-based Sensus, an international
manufacturer of utility meters and provider of automated meter
reading (AMR)technology, reflect the company's weak business risk
profile and highly leveraged financial risk profile.

Sensus metering segment makes and sells water meters and AMR
systems, while its smaller segment makes pipe-joining and repair
products, and die-casting products for meters and Tier 1 auto
suppliers.  The metering systems industry is highly competitive,
and success depends on a company's breadth of product offering;
product quality and availability; customer service; and price.  

Distributors are the major customers, with whom Sensus has
exclusive regional relationships, while end customers are mainly
small to midsize utilities. Sensus is one of the largest global
manufacturers of water meters, with an installed base of roughly
50 million units, and a leading manufacturer of gas meters.  In
Europe, it has leading market positions in
water meters and heat meters.

S&P said "We could lower the rating if Sensus fails to benefit
from investments it has made in the AMR area and improve operating
income to meet tighter covenant ratios.  We could also consider
lowering the ratings if greater weakness in the North American
residential and commercial markets adversely affects meter and
AMR sales, hindering Sensus' ability to attain credit measures
expected at the current rating level."

"If instead of moving toward our expectation a negative rating
action would occur if such issues result in a leverage ratio that
approaches 6x.  We could revise the outlook to stable if we see
progress on reducing leverage that meets our expectations and
provides adequate headroom on financial covenants. The company's
large debt burden hinders any upside rating potential," S&P
related.


SOUTHAVEN POWER: Chapter 11 Plan Declared Effective
---------------------------------------------------
Southaven Power, LLC, obtained confirmation of its chapter 11 plan
of reorganization from the U.S. Bankruptcy Court for the Western
District of North Carolina on August 1, 2008.  The Plan was
declared effective August 12.

Under the Plan, no classes of claims or equity interests are
impaired within the meaning of Section 1124 of the Bankruptcy
Code:

   -- Administrative claims will be paid full in cash.

   -- Each holder of an allowed general unsecured claims
      unsecured claim will receive, in full and final
      satisfaction of the claim, cash in full amount plus
      accrued interest on account of the claim.

   -- All equity interest will be reinstated in their entirety
      on the effective date of the plan.

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

               http://ResearchArchives.com/t/s?2f4b

The Debtor was not required to solicit votes from any holder of a
claim or equity interest.

The Hon. George R. Hodges found the Plan, which was filed June 26,
2008, in compliance with all requirements for confirmation under
Section 1129 of the Bankruptcy Code.

In July 2008, Southaven entered into a stipulation and consent
order allowing a claim filed by NEGT Energy Trading - Power, LP.  
ET Power filed a $950,629 claim in September 2005, alleging the
receipt of preferential transfers subject to avoidance and
recovery by ET Power under Sections 547 and 550 of the Bankruptcy
Code, against Southaven in Southaven's bankruptcy case.  Southaven
has determined that it would not object to, and will consent to
the allowance of, the ET Preference Claim in full, plus interest.

                   About Southaven Power LLC

Headquartered in Charlotte, North Carolina, Southaven Power LLC
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Mark A. Broude, Esq., at Latham & Watkins LLP represents the
Debtor in its restructuring efforts, and Hillary B. Crabtree,
Esq., at Moore & Van Allen, PLLC, represents the Debtor in
litigation against PG&E Energy Trading-Power L.P, now known as
NEGT Energy Trading - Power L.P.  No official committee of
unsecured creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts at more than $100 million.


SOUTHAVEN POWER: Latham & Watkins Seeks $3.1MM in Fees
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina will convene a hearing on September 22, 2008, to consider
final applications for compensation filed by three professionals
retained in Southaven Power, LLC's chapter 11 case.

   Professional                   Fees       Expenses
   ------------                   ----       --------
   Latham & Watkins LLP       $3,151,934     $128,551
   Williams & Connolly LLP    $5,799,940   $1,294,923
   Moore & Van Allen PLLC       $940,688      $26,809

Headquartered in Charlotte, North Carolina, Southaven Power LLC
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).

Mark A. Broude, Esq., at Latham & Watkins LLP represents the
Debtor in its restructuring efforts, and Hillary B. Crabtree,
Esq., at Moore & Van Allen, PLLC, represents the Debtor in
litigation against PG&E Energy Trading-Power L.P, now known as
NEGT Energy Trading - Power L.P.

In late 2006, an arbitration panel of the American Arbitration
Association awarded Williams & Connolly LLP client Southaven Power
LLC $400 million in its contractual dispute with PG&E Energy
Trading over fuel conversion facilities owned by Southaven that
convert natural gas into electricity.

No official committee of unsecured creditors has been appointed in
the Debtor's case.  When the Debtor filed for protection from its
creditors, it estimated assets and debts at more than
$100 million.


ST. MARY'S HOSPITAL: Moody's Affirms Ba3 Long-Term Bond Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed St. Mary's Hospital's (SMH)
Ba3 long-term bond rating. The outlook remains stable.  This
action affects approximately $30 million of Series E bonds
outstanding issued by the Connecticut Health & Educational
Facility Authority.

LEGAL SECURITY: The Series E bonds are secured by an absolute and
unconditional general obligation of the Obligated Group and a
pledge of Gross Receipts (as defined in the bond documents) and a
first mortgage on the Mortgaged Premises (as defined in the bond
documents).  The Obligated Group consists of St. Mary's Hospital
Corporation, an acute care hospital in Waterbury, CT.  
Consolidated subsidiaries include: the Franklin Medical Group
employed physician practice that provides outpatient services;
Scovill Medical Group, which owns and operates physician practices
in the area; Naugatuck Valley Surgical Center (NVSC), in which the
Hospital has approximately 84% equity interest and provides
outpatient surgical services; and Southbury Diagnostic Imaging
Center (SDIC), in which the Hospital has a 60% equity interest and
provides outpatient imaging services. The hospital represents
approximately 92% of consolidated assets and 80% of consolidated
operating revenues.  This analysis incorporates the financial
performance of the entire SMH health system.

INTEREST RATE DERIVATIVES: None.

STRENGTHS

*Significantly improved operating results in audited fiscal year
(FY) 2007. While more modest in interim FY 2008, operating results
through ten months FY 2008 are well ahead of fiscal years 2005 and
2006. Through ten months FY 2008, the system recorded operating
cash flow of $9.6 million (4.9% operating cash flow margin). In FY
2007, the system recorded operating cash flow of $13.1 million
(5.9% margin, after reclassifying the portion of investment income
included in operating revenue).  In fiscal years 2006 and 2005,
the system recorded operating cash flow margins of 1.0% and -4.0%,
respectively.

*The improved operating performance in FY 2007 was due to several
factors, including increased acuity (SMH's Medicare case mix index
increased to 1.47 in FY 2007 from 1.36 in FY 2005), commercial
rate increases, outpatient volume growth in profitable areas such
as imaging services, steadily improved accounts receivable
management and reduced denials, and expense management efforts
such as a reduction in the number of full-time equivalents at SMH
and a new hospitalist program.

*Generally improved cash flow generation, modest capital spending,
and improved receivables management in recent years have led to
materially improved liquidity. At July 31, 2008, unrestricted cash
increased to $30.0 million from $20.2 million at fiscal year end
(FYE) 2007 and $14.4 million at FYE 2006.  As a result, cash on
hand improved to a still modest 49 days as of July 31, 2008 from
26 days at FYE 2006 and cash-to-debt increased to a good 89% from
a weak 33%. Furthermore, these liquidity ratios do not include
more than $4 million of investments held at the SMH Foundation.

*The system has good debt ratios for a Ba-rated credit. Based on
annualized ten months FY 2008 results, the system's debt-to-cash
flow measures a favorably low 2.3 times and peak debt service
coverage measures a sound 2.8 times.

*SMH is the market leader in Waterbury, CT. SMH captures
approximately 45% share of a primary service area (PSA) that
includes the cities of Waterbury, Naugatuck, Prospect, and
Wolcott.  Waterbury Hospital (WH), the only other acute care
hospital in Waterbury, captures approximately 39% PSA market
share.

*SMH and WH are considering a merger.  The discussions are on-
going and no official decisions have been made.  WH, much like
SMH, has experienced operating challenges in recent years. While
the current rating does not factor in the potential merger, we
note that a consolidation of healthcare services in Waterbury and
a reduction of duplicated services may be a long-term credit
positive for the market. We will monitor the situation and comment
when and if SMH and WH agree officially to merge.

CHALLENGES

*Another material factor in SMH's improved performance in FY 2007
was the hospital's receipt of funding from the state's new
Hospital Hardship Fund.  For FY 2007, the state established an
$11 million fund for this program, $5.5 million of which was
allocated for SMH.  We view this support from the state favorably,
although this funding source is considered a revenue at risk.  The
primary factor behind the more modest performance in interim FY
2008 is reduced support from the Hospital Hardship Fund. Through
ten months FY 2008, SMH's operating revenue includes $2.5 million
from this program and SMH expects to receive $3.5 million for the
full year, $2 million lower than in FY 2007.  The Hospital
Hardship Fund has been discontinued and therefore SMH management
does not expect to receive funding from this program in FY 2009 or
beyond.

*Track record of variable and modest operating performance.  As
recently as FY 2005, the system recorded negative operating cash
flow of -$7.1 million (-4.0% margin) and very modest operating
cash flow in FY 2006 of $2.0 million (1.0% margin).  The system
recorded operating losses in seven of the last nine audited fiscal
years.

*Relatively weak demographics in the City of Waterbury.  
Population trends in Waterbury are stagnant, the median household
income level in the city is below average, and the unemployment
rate in the Waterbury area is higher than average.  We note that
demographics in the broader service area outside the city are more
favorable.

*Presence of in-town competition from WH. Despite SMH's market
share lead in the PSA, WH is the market leader in the broader
total service area, capturing approximately 36% share compared to
SMH's 32%.

*The SMH facility has capacity issues and the hospital likely will
require material renovation or a replacement facility in the
coming years. SMH's capital spending level (the ratio of additions
to plant and equipment divided by depreciation expense) has
averaged well below 1.0 times in recent years.

*Sizable underfunded pension liability (low 53% pension funded
ratio at FYE 2007).  We note that SMH froze its defined benefit
plan in 2004 and, as a church plan, is not required to meet ERISA
funding requirements.

*SMH's Medicare wage index will decrease from 1.26 to 1.20 in FY
2009, which will result in an estimated net revenue decline of
$2.5 million.  Management expects this revenue loss to be offset
by increased Medicare revenue due to elevated acuity.

*SMH's former CEO left earlier in calendar 2008 to pursue a
similar position outside of Connecticut.  SMH has brought in a
consultant to serve as interim CEO.

Outlook

The stable outlook recognizes SMH's materially improved liquidity
in recent years and generally improved cash flow generation in FY
2007 and interim FY 2008, but recognizes that Waterbury is a
difficult healthcare environment and the system continues to face
operating challenges such as the decline in Hospital Hardship
funding from the state. Furthermore, we note that liquidity growth
has resulted partly from deferred capital spending.

What could change the rating -- UP

Sustained growth in profitable inpatient and outpatient volumes;
consistently elevated cash flow generation; continued liquidity
growth without compromising capital investments in the SMH
facility; significant market share capture

What could change the rating -- DOWN

Declining patient volumes and market share loss; reversion to
weaker operating performance and debt ratios; return to weaken
liquidity ratios; increase in debt without commensurate increase
in cash and cash flow generation

KEY INDICATORS

Assumptions & Adjustments:

-Based on Saint Mary's Hospital, Inc. consolidated financial
statements

-First number reflects audited FY 2007 for the year ended
September 30, 2007

-Second number reflects unaudited ten months FY 2008 (through
July 31, 2008) annualized

-Audited FY 2007 operating results include $5.5 million of
revenues from the state's Hospital Hardship Fund; $3.5 million
included in annualized FY 2008 results

-Investment returns reclassified to non-operating revenue and
smoothed at 6%

*Inpatient admissions: 12,040; 12,144 (ten months FY 2008
annualized)

*Total operating revenues: $221 million; $233 million

*Moody's-adjusted net revenues available for debt service:
$17.4 million; $16.9 million

*Total debt outstanding: $36.8 million; $33.6 million

*Maximum annual debt service (MADS): $6.0 million; $6.0 million

*MADS Coverage with reported investment income: 2.85 times;
2.60 times

*Moody's-adjusted MADS Coverage with normalized investment income:
2.90 times; 2.81 times

*Debt-to-cash flow: 2.50 times; 2.28 times

*Days cash on hand: 35.0 days; 49.0 days

*Cash-to-debt: 54.9%; 89.3%

*Operating margin: 0.4%; 0.1%

*Operating cash flow margin: 5.9%; 4.9%

RATED DEBT (debt outstanding as of Sept. 30, 2007)

Issued through Connecticut Health and Educational Facilities
Authority:

-Series E Fixed Rate Hospital Revenue Bonds ($30.7 million
outstanding), rated Ba3


TANGER FACTORY: Moody's Affirms Ba1 Preferred Stock Rating
----------------------------------------------------------
Moody's Investors Service affirmed its Baa3 senior unsecured
rating for Tanger Properties LP, the operating partnership of
Tanger Factory Outlet Centers, Inc, with a stable outlook.  
Moody's is encouraged by Tanger's recent complete unencumbering of
its property portfolio by refinancing its $171 million mortgage
due July 2008 with an unsecured term loan.  Moody's also
acknowledges the REIT's consistent profitable growth since the
acquisition and successful integration of the Charter Oak assets
in 2005.

Tanger has consistently maintained high occupancy levels -- in
excess of 95% -- over the past two years.  The REIT benefits from
its strong tenant relationships in the outlet space and has been
able to post stable credit metrics -- particularly solid fixed
charge coverage, in excess of 2.5x -- on a regular basis. Tanger
remains attractive to its tenants by keeping tenant occupancy
costs in the 8% range, as sales per square foot increased by 3.4%
per year over the past few years (from $320 psf in 2005 to $342
psf in 2007).  The REIT grows primarily through its development
efforts, which have been highly successful to date.  The new
assets are also typically larger and include a higher-profile and
volume tenant roster than some of Tanger's older properties, both
of which are credit positives.

The key risk for Tanger is the softening macroeconomic
environment.  The trends as weakening consumer confidence and
declining consumer spending, coupled with higher gas prices and
retailer bankruptcies are particularly worrisome.  In addition,
Tanger is a smaller player in a competitive and concentrated
outlet industry, and some of its assets are small.  Still,
positively, one of the REIT's properties, Riverhead, is among the
top ten outlet centers in the US.

The stable rating outlook reflects Moody's expectation that Tanger
will continue operating profitably during the current market
downturn while maintaining a largely unencumbered portfolio and
unsecured balance sheet.  Positive rating movement would be
predicated on consistent profitability and maintenance of strong
credit metrics coupled with growth in size and scope to over $2.0
billion in gross assets. In addition, reduction in leverage closer
to 50% of gross assets would be viewed positively. If Tanger's
profitability is significantly impacted by the downturn in the
market or if its portfolio becomes less than 80% unencumbered, the
rating is likely to be pressured.

These ratings were affirmed:

   -- Tanger Properties Limited Partnership - Senior unsecured
      debt at Baa3.

   -- Tanger Factory Outlet Centers, Inc. - Preferred stock at
      Ba1; preferred stock shelf at (P)Ba1.

Tanger Factory Outlet Centers, Inc. (NYSE: SKT), a REIT
headquartered in Greensboro, North Carolina, USA, focuses on
developing, acquiring, owning, operating and managing factory
outlet shopping centers in the US.  As of June 30, 2008, Tanger's
assets totaled $1.1 billion and its common equity was
$242 million.


TERWIN MORTGAGE: Moody's Junks Ratings on Cl. I-G Cert.
-------------------------------------------------------
Moody's Investors Service has downgraded four certificates from
three transactions issued by Terwin Mortgage Trust.  The
transactions are backed by second lien loans.  The certificates
were downgraded because the bonds' credit enhancement levels,
including excess spread and subordination were low compared to the
current projected loss numbers at the previous rating levels.

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

Complete rating actions are:

Issuer: Terwin Mortgage Trust 2006-4SL

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

Issuer: Terwin Mortgage Trust 2006-8

   -- Cl. I-G, Downgraded to C from B3

   -- Cl. I-M-1, Downgraded to C from Ca

Issuer: Terwin Mortgage Trust 2005-13SL

   -- Cl. G, Downgraded to Baa3 from Baa1


TEXAS STATE HOUSING: S&P Affirms 'C' Underlying Rating (SPUR)
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'C' underlying
rating (SPUR) on Texas State Affordable Housing Corp.'s (American
Opportunity for Housing) multifamily housing revenue bonds
series 2002A and removed it from CreditWatch with negative
implications.  The outlook is negative.  The bonds are credit
enhanced by MBIA, and will continue to have a 'AA' standard long-
term rating.  The rating is based on the bond insurance policy,
which will remain in place for this issue.  

The trustee, Wells Fargo Bank N.A., informed Standard & Poor's
that they have drawn on the series 2002A debt service reserve fund
(DSRF) to make the Sept. 2, 2008, payment on the bonds.  After the
draw, the series 2002A DSRF was completely depleted, and below the
$3.8 million required pursuant to the trust indenture.

Although the bonds will be paid by the bond insurer, it is
unlikely that the project will generate enough revenue to make the
next debt service payment in March 2009.


TRITON AVIATION: S&P Assigns Class A-1 Certificates 'B+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' rating on class
A-1 from Triton Aviation Finance on CreditWatch with negative
implications.  Rating placed on creditwatch negative:

Triton Aviation Finance

                     Rating
Class        To                  From
-----        --                  ----
A-1          B+/Watch Neg        B+/Negative

The CreditWatch placement reflects the interplay between an aging
aircraft fleet within the collateral pool, a slowing global
economy, and historically elevated fuel prices.

The collateral pool has a significant concentration of leased
aircraft built in the 1980s, some of which will likely become
economically obsolete earlier than originally anticipated.  These
planes, particularly older B737s and MD80s, are less fuel-
efficient than newer models, a disadvantage that the surge in jet
fuel prices since 2004 has substantially magnified.

In addition, the slowing global economy, and an outright recession
in the U.S., will likely reduce demand for certain leased
aircraft.  These primary factors have prompted us to review S&P's
outstanding rating on this transaction.

Within the next 90 days, Standard & Poor's will review class A-1
to determine to what extent, if any, additional rating actions are
warranted.


TROPICANA ENT: Lender Group Supports Paul Hastings' Employment
--------------------------------------------------------------
The Ad Hoc Consortium of Holders of 9-5/8% Senior Subordinated
Notes due 2014 issued by Tropicana Entertainment LLC, and
Tropicana Finance Corp. does not object to the request of the
board of directors of Debtor Tropicana Entertainment Holdings
LLC, to employ Paul Hastings Janofsky & Walker LLP, as
special litigation counsel.

As reported in the Troubled Company Reporter on Sept. 4, 2008, the
litigation committee of the board of directors of Tropicana
Entertainment Holdings, sought permission from the the U.S.
Bankruptcy Court for the District of Delaware to employ Paul
Hastings as its special litigation counsel.

The Noteholders relate that the Official Committee of Unsecured
Creditors has already commenced a Rule 2004 investigation
concerning the same subject matter and that the Debtors' counsel
already has an appreciation for potential estate claims based on,
among other things, the Creditors Committee's involvement in the
recent Trustee Motion.

The Noteholders are concerned though that there may be fees and
expenses incurred by Paul Hastings for work that is superfluous
or duplicative to work performed by or to be performed by other
estate professionals.

The Noteholders thus suggest that before conducting an
independent analysis or preparing a written report regarding any
potential estate claims or causes of action, Paul Hastings should
consult with the other affected parties as to the need for, the
value of, and the estimated costs associated with the work
product.

The Noteholders also urge the Court-appointed Fee Auditor, Warren
H. Smith & Associates, P.C., to carefully review the estate
professionals' fee applications to insure that all services are
necessary and beneficial to the estates, and that those services
are not duplicative of work performed by other professionals.

The Noteholders reserve all rights with respect to any related
fee applications filed in the Debtors' Chapter 11 cases.

              Paul Hastings' Supplemental Affidavit

Richard A. Chesley, Esq., a partner at Paul Hastings, clarified
in a supplemental affidavit dated August 21, 2008, that his firm
has not represented Columbia Sussex Corporation at any time.

The firm also identified Tropicana Casino & Resorts, Inc., as a
former client for which Paul Hastings has no open matters.   
Records show that Paul Hastings represented an entity named
"Tropicana Hotel & Casino," which representation began in 1985
and consisted of one employee benefits matter, Mr. Chesley noted.  
The matter resulted in one invoice being issued for less than
$4,000, he stated.

                 About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of        
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed separate Chapter 11 petitions.  Kirkland & Ellis
LLP and Mark D. Collins, Esq., at Richards Layton & Finger,
represent the Debtors in their restructuring efforts.  Their
financial advisor is Lazard Ltd.  Their notice, claims, and
balloting agent is Kurtzman Carson Consultants LLC.  Epiq
Bankruptcy Solutions LLC is the Debtors' Web site administration
agent.  AlixPartners LLP is the Debtors' restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a  
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.

(Tropicana Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


TROPICANA ENT: Reiterates Plan to Reorganize and Recapitalize
-------------------------------------------------------------
Tropicana Entertainment LLC and its debtor affiliates reiterated
their intention to reorganize and recapitalize in a statement
delivered to the U.S. Bankruptcy Court for the District of
Delaware on Sept. 5, 2008.

The Debtors relate that as a result of their bankruptcy filing
and the implementation of a trusteeship and conservatorship by
the New Jersey Casino Control Commission on non-debtor Adamar of
New Jersey Inc., significant questions have arisen concerning
their interim operational plans well as their strategic plans
for reorganization or recapitalization and future operations.

As a result, the Debtors' newly created independent board of
managers as well as senior management believe it is essential for
the Debtors to continue communicating with applicable regulatory
authorities, various stakeholders, and other interested parties
in an open and transparent way to answer those questions, Paul N.
Heath, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, says.

Accordingly, in their statement, the Debtors outline preliminary
strategic objectives and initiatives for their interim
operations, including management transition initiatives;
reorganization and recapitalization; and long-term operations
upon emergence from Chapter 11.

                        Interim Activities

The Debtors have taken steps to implement:

   -- the irrevocable separation of prior ownership and
      management;

   -- the hiring of a new board of company directors; and

   -- organizational reforms.  

William J. Yung III is the sole equity owner of non-debtor parent
Tropicana Casino and Resorts, Inc.  Mr. Yung is no longer an
officer and a director of the Debtors, and has relinquished his
right as the owner of Tropicana Casino and Resorts to have any
control over the New Board by executing an irrevocable voting
proxy in favor of the New Board.

The New Board consists of Scott Butera, and independent managers
Thomas M. Benninger, Michael G. Corrigan, and Bradford S. Smith.

The New Board and new senior management of the Debtors have
committed and agreed that going forward, Mr. Yung will not have
any rights, directly or indirectly, or interest in any of the
Debtors' property, asset or operation, except as may otherwise be
ordered by the Court or provided by the Bankruptcy Code.

The Debtors' New Board and new senior management also agreed that
neither Mr. Yung nor any of his affiliated entities will have any
continuing relationship with the Debtors or any of its
operations, and will ensure a permanent separation of any
remaining administrative back-office functions on an expedited
basis.

The New Board has acknowledged and approved the actions that the
Debtors' President and Chief Executive Officer Scott Butera has
taken to replace the prepetition senior management team with a
new senior management team.  The new senior management team
comprises of:

   * Scott Butera, CEO and Director;

   * Robert Kocienski, Senior Vice President, Chief Financial
     Officer and Treasurer;

   * Marc H. Rubinstein, Senior Vice President and Chief Legal
     Officer;

   * Robert Yee, Senior Vice President and Chief Operating
     Officer;

   * Charles Barry, Head of Security/Surveillance; and

   * Cass Palmer, Head of Human Resources.  

The Debtors disclose that they are in the process of finalizing
negotiations with a new chief information officer.

Three Board committees have also been created, namely, the Audit
Committee; the Regulatory Gaming Compliance Committee; and the
Litigation Committee.

The Debtors say they intend to implement, replace or supplement
management at each of their properties; re-establish cooperative
working relationship with regulators in jurisdictions they
operate, principally in Nevada, New Jersey, Indiana, Louisiana,
and Mississippi; re-establish relationships with other
stakeholders, including employees, customers, creditors, and
others that have been affected in recent times; stabilize
operations and finances; and develop a business plan.

The Debtors, Mr. Heath points out, recently received the approval
of Nevada Gaming Control Board and the Nevada Gaming Commission
with respect to the selection of the New Board and senior
management team.  

With the re-commenced sale process of their Evansville riverboat
casino, Casino Aztar, the Debtors relate they are looking to
engage in discussions with the Indiana regulators and other
authorities.

In Louisiana, the Debtors recently resolved amicably a long-
standing dispute with the Parish of East Baton Rouge and the City
of Baton Rouge regarding the casino revenue tax levied on the
Belle of Baton Rouge riverboat casino.  The Debtors continue to
remain in good standing in Mississippi.  Mr. Butera's individual
license application is set for hearing in front of the
Mississippi Gaming Commission on September 18, 2008.

With respect to Adamar's Tropicana Atlantic City casino, Mr.
Heath relates that the Debtors intend to submit a petition or
other application to the NJ Commission for approval to resume
operational control of the casino, upon stabilization of
operations and finances and the completion of negotiations with
major creditor constituents regarding a restructuring and
recapitalization framework over the next 60 days.

The Debtors believe that their petition will be well-supported
since many of the reasons for the licensing denial of Tropicana
Atlantic City has been eliminated.  

The integration of the Tropicana Atlantic City properties back
into the Debtors' overall operations would allow creditors to
realize maximum benefits of the historic enterprise, whether by
sale, reorganization, recapitalization or otherwise, Mr. Heath
avers.

                 Reorganization/Recapitalization

After completion of the interim steps and as part of the
formulation of their final plans, the Debtors intend to devise a
plan to recapitalize and conduct a final evaluation of properties
and operations that should be sold or consolidated into the
operating Debtors upon their emergence from Chapter 11.  

New senior management anticipates, through reorganization or
recapitalization, that existing senior lenders will be satisfied
in full and that the Debtors' unsecured creditors, together with
senior management and others, will become the equity holders of
the Debtors upon emergence.

Mr. Heath relates that the Chapter 11 plan of reorganization or
recapitalization will depend upon a myriad of factors, including
the valuation of properties and operations, economic
considerations, and state of capital markets, among other things.

The Debtors anticipate the completion of the interim steps to be
within the next 60 to 90 days.

                         Future Operations

The New Board and management believe that the Debtors will emerge  
stronger, and be well-positioned financially, operationally, and
otherwise to succeed in the present dynamic gaming markets.  To
that end, immediately upon their emergence from Chapter 11, the
Debtors intend to, among other things, reinvest in their
properties, operations, and employees.

A full-text copy of the Tropicana September 5 Statement is
available for free at http://ResearchArchives.com/t/s?31c6

                 About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of        
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed separate Chapter 11 petitions.  Kirkland & Ellis
LLP and Mark D. Collins, Esq., at Richards Layton & Finger,
represent the Debtors in their restructuring efforts.  Their
financial advisor is Lazard Ltd.  Their notice, claims, and
balloting agent is Kurtzman Carson Consultants LLC.  Epiq
Bankruptcy Solutions LLC is the Debtors' Web site administration
agent.  AlixPartners LLP is the Debtors' restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a  
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.

(Tropicana Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


TROPICANA ENT: Mayor Weinzapfel Pushes for Sale of Casino Aztar
--------------------------------------------------------------
Evansville Mayor Jonathan Weinzapfel encourages the Indiana
Gaming Commission, in a letter dated late August 2008, to compel
Tropicana Entertainment LLC, to sell Casino Aztar.  

As reported in the Troubled Company Reporter on Aug. 27, 2008,
Tropicana Entertainment sought the U.S. Bankruptcy Court for the
District of Delaware approval to conduct a sale process and an
auction to obtain the best and highest possible sale price for
Casino Aztar, its Evansville, Indiana-based casino and resort.

The Debtor asked the court to approve the process for the company
to re-market the casino in the hope that it might attract a higher
bid than the one it received, and tentatively agreed to, with
Eldorado Resorts LLC last March when the company was operating
under substantially different circumstances and under a completely
different governance structure.

"Neither management changes nor the bankruptcy filing should
affect the Indiana Gaming Commission's determination of the need
for new ownership," InsideIndianaBusiness.com quoted Mayor
Weinzapfel as saying.

"While management of Tropicana may have changed, ownership of
Casino Aztar has not," Mayor Weinzapfel pointed out, according to
Evansville Courier & Press in a separate report.

The Evansville Courier & Press added that Tropicana spokesman Hud
Englehart said that "the new sale must be aimed at satisfying
creditors and the bankruptcy court.  The proposed auction sale is
an effort to live up to that duty for the benefit of all
involved, including the state of Indiana and the city of
Evansville."

Indiana Commission Executive Director Ernest Yelton has declined
to comment of Mayor Weinzapfel's letter, according to the news
source.

                 About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of        
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed separate Chapter 11 petitions.  Kirkland & Ellis
LLP and Mark D. Collins, Esq., at Richards Layton & Finger,
represent the Debtors in their restructuring efforts.  Their
financial advisor is Lazard Ltd.  Their notice, claims, and
balloting agent is Kurtzman Carson Consultants LLC.  Epiq
Bankruptcy Solutions LLC is the Debtors' Web site administration
agent.  AlixPartners LLP is the Debtors' restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a  
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.

(Tropicana Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


TYSON FOODS: Fitch to Assign 'BB' on $450MM Notes Due 2013
----------------------------------------------------------
Fitch Ratings expects to assign these ratings to Tyson Foods,
Inc.'s (Tyson) proposed new debt:

   -- $450 million convertible senior notes due Oct. 15, 2013
      'BB';

Fitch also expects to upgrade the company's bank debt upon
execution of its proposed amendment:

   -- Secured bank facility to 'BBB-' from 'BB+'.

Fitch has affirmed Tyson's other ratings:

Tyson Foods, Inc.
   -- Long-term IDR at 'BB+';
   -- Senior unsecured notes with TFM guarantee due 2016 at 'BB+';
   -- Senior unsecured notes due 2011 at 'BB';
   -- Senior unsecured notes due 2018 at 'BB';
   -- Senior unsecured notes due 2028 at 'BB';
   -- Short-term IDR at 'B'.

Tyson Fresh Meats, Inc.
   -- Senior unsecured notes due 2010 at 'BB+';
   -- Senior unsecured notes due 2026 at 'BB+'.

Lakeside Farm Industries Ltd.
   -- Term loan at 'BB+'.

The Rating Outlook is Negative. At June 28, 2008, Tyson had
approximately $3.1 billion in total debt.

The rating actions follow Tyson's Sept. 4 convertible senior note
and class A common stock offering announcement. Tyson intends to
offer, subject to market and other conditions, $450 million
convertible senior notes with an over-allotment allowance of $67.5
million and up to 23 million shares of its class A common stock.
While the offerings are not contingent upon each other, Fitch
views the additional liquidity provided by the equity offering
positively. Net proceeds from the offerings will be used to repay
portions of the outstanding borrowings under Tyson's accounts
receivable securitization program and for other general purposes
such as acquisitions, strategic investments and initiatives to
growth its business.

The convertible notes can be converted at the holders' option
under certain conditions, including a stock price premium or
discount relative to the pre-set conversion price or the
occurrence of specific corporate transactions. Terms include a
fundamental change clause that could require the company to
purchase the notes at 100% of principal plus accrued and unpaid
interest. In addition, the notes rank pari passu with Tyson's
senior unsecured notes that do not currently have the TFM
guarantee but are junior in right of payment to any secured
indebtedness or subsidiary debt. Fitch classifies these
convertible notes as 100% debt.

The rating upgrade of Tyson's bank facility reflects expectations
that the position of these lenders will improve as a result of the
proposed amendment to Tyson's credit agreement which matures Sept.
28, 2010. Tyson has agreed that certain material subsidiaries will
provide guarantees and pledge certain assets to secure performance
under the credit agreement. Given that Tyson's current maximum
leverage covenant falls to 3.25 times (x) for fiscal 2009 on,
Fitch anticipates the need to adjust this term.

For the latest twelve months (LTM) ended June 28, 2008, total
debt-to-operating earnings before interest, taxes, depreciation
and amortization (EBITDA) was 3.8x. During the same period,
operating EBITDA-to-gross interest expense was 3.7x and funds from
operations (FFO) fixed charge coverage was 2.7x. Tyson's free cash
flow margin was negative 0.1%. These credit statistics are
currently weak for the rating level.

The Negative Outlook reflects continued operating uncertainty for
Tyson and the entire protein sector in the near-term. Additional
downgrades could occur if operating earnings and cash flow remain
under pressure; the company adopts a more aggressive financial
strategy, or there is significant additional deterioration of
credit measures. The Outlook could be stabilized if cash flow
generation and chicken margins improve significantly.




VALLEJO CITY: Court Dumps Union's Objections on Chapter 9 Filing
----------------------------------------------------------------
According to Bankruptcy Law360, U.S. Bankruptcy Judge Michael
McManus rejected on Friday objections filed by several major labor
unions against the Chapter 9 filing by the city of Vallejo,
California.

Bankruptcy Law360 reports that the unions who objected the city's
planned Chapter 9 bankruptcy filing include:

     -- International Association of Firefighters,
     -- Vallejo Police Officers' Association, and
     -- International Brotherhood of Electrical Workers.
  
After a hearing that included more than seven days of testimony,
Judge McManus ruled that Vallejo is eligible to file for Chapter 9
bankruptcy.

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in       
Solano County.  As of the 2000 census, the city had a total
population of 116,760.  It is located in the San Francisco Bay
Area on the northern shore of San Pablo Bay.

The City is a charter city organized and exercising governmental
functions under its charter and the laws and constitution of the
state.  Its governing body is its City Council.  

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.

According to Vallejo's comprehensive annual report for the year
ended June 30, 2007, the city has $983 million in assets and
$358 million in debts.  (Vallejo Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


WAMU MORTGAGE: Moody's Cuts Ratings of 135 Tranches of Alt-A Deals
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 135
tranches from 12 Alt-A transactions issued by Washington Mutual.
Of these, 4 remain on review for further possible downgrade.
Additionally, 16 senior tranches were confirmed at Aaa.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, Alt-A mortgage loans.

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

Complete rating actions are as follows:

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT 2007-4

   -- Cl. 1-A-2, Downgraded to Ba2 from Aa1

   -- Cl. 1-A-4, Downgraded to Ba2 from Aa1

   -- Cl. 1-A-6, Downgraded to Ba2 from Aaa

   -- Cl. 2-A-3, Downgraded to Ba2 from Aa1

   -- Cl. C-X, Confirmed at Aaa

   -- Cl. C-P, Downgraded to Ba2 from Aaa

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-5 Trust

   -- Cl. 1-A-3, Downgraded to Aa1 from Aaa

   -- Cl. 1-A-4, Confirmed at Aaa

   -- Cl. 1-A-5, Downgraded to Aa1 from Aaa

   -- Cl. 1-A-6, Downgraded to Aa1 from Aaa

   -- Cl. 1-A-7, Downgraded to Aa1 from Aaa

   -- Cl. 1-A-8, Confirmed at Aaa

   -- Cl. 1-A-9, Downgraded to Aa1 from Aaa

   -- Cl. 1-A-11, Downgraded to Aa1 from Aaa

   -- Cl. C-X, Confirmed at Aaa

   -- Cl. C-P, Downgraded to Aa1 from Aaa

   -- Cl. 2-CB-1, Downgraded to Aa1 from Aaa

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

   -- Cl. 2-CB-3, Downgraded to Aa1 from Aaa

   -- Cl. 2-CB-4, Downgraded to Aa1 from Aaa

   -- Cl. 2-CB-5, Downgraded to Aa1 from Aaa

   -- Cl. 2-CB-9, Downgraded to Aa1 from Aaa

   -- Cl. 2-CB-P, Downgraded to Aa1 from Aaa

   -- Cl. 3-A-1A, Confirmed at Aaa

   -- Cl. 3-A-1B, Confirmed at Aaa

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

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

   -- Cl. 3-A-4A, Downgraded to Baa3 from Aaa

   -- Cl. 3-A-4B, Downgraded to Baa3 from Aaa

   -- Cl. 3-A-5, Downgraded to Baa3 from Aaa

   -- Cl. 3-A-6, Downgraded to Baa3 from Aaa

   -- Cl. 3-A-7, Downgraded to Baa3 from Aaa

   -- Cl. 1-A-13, Downgraded to Aa2 from Aa1

   -- Cl. 1-A-14, Downgraded to Aa2 from Aa1

   -- Cl. 2-CB-8, Downgraded to Aa2 from Aa1

   -- Cl. 4-A-2, Downgraded to Aa2 from Aa1

   -- Cl. 3-M-3, Downgraded to Caa1 from B3

   -- Cl. 3-M-4, Downgraded to Caa2 from B3

   -- Cl. 3-M-5, Downgraded to Ca from B3

   -- Cl. 3-M-6, Downgraded to Ca from B3

   -- Cl. 3-B-1, Downgraded to C from Caa1

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

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

   -- Cl. 3-B-4, Downgraded to C from Ca

   -- Cl. 3-B-5, Downgraded to C from Ca

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-6 Trust

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

   -- Cl. 2-A-1, Downgraded to Aa3 from Aaa

   -- Cl. 3-CB-1, Downgraded to Aa3 from Aaa

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

   -- Cl. C-X, Downgraded to Aa3 from Aaa

   -- Cl. 1-CB-2, Downgraded to Baa2 from Aa1

   -- Cl. 2-A-2, Downgraded to Baa2 from Aa1

   -- Cl. 3-CB-2, Downgraded to Baa2 from Aa1

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-7

   -- Cl. A-1A, Confirmed at Aaa

   -- Cl. A-1B, Confirmed at Aaa

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

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

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

   -- Cl. A-3, Downgraded to Baa1 from Aaa

   -- Cl. A-4, Downgraded to Baa1 from Aaa

   -- Cl. A-5, Downgraded to Baa1 from Aaa

   -- Cl. A-6, Downgraded to Baa1 from Aaa

   -- Cl. A-7, Downgraded to Baa1 from Aaa

   -- Cl. M-3, Downgraded to Caa1 from B3

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

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

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

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-8

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

   -- Cl. A-3B, Downgraded to A1 from Aaa

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

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

   -- Cl. A-5, Downgraded to A1 from Aaa

   -- Cl. A-6, Downgraded to A1 from Aaa

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

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

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

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-9 Trust

   -- Cl. A-2, Confirmed at Aaa

   -- Cl. A-3, Downgraded to Aa1 from Aaa

   -- Cl. A-4, Downgraded to Aa1 from Aaa

   -- Cl. A-5, Downgraded to Aa1 from Aaa

   -- Cl. A-6, Downgraded to Aa1 from Aaa

   -- Cl. A-7, Confirmed at Aaa

   -- Cl. A-8, Downgraded to Aa2 from Aaa

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR10 Trust

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

   -- Cl. A-2B, Downgraded to Baa1 from Aaa

   -- Cl. A-3B, Downgraded to Baa1 from Aaa

   -- Cl. M-3, Downgraded to Caa1 from B3

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

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

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2007-1 Trust

   -- Cl. 1-A-1, Confirmed at Aaa

   -- Cl. 1-A-3, Confirmed at Aaa

   -- Cl. 1-A-4, Confirmed at Aaa

   -- Cl. 1-A-6, Downgraded to A2 from Aaa

   -- Cl. C-X, Confirmed at Aaa

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

   -- Cl. 1-A-2, Downgraded to A3 from Aa1

   -- Cl. 1-A-9, Downgraded to A3 from Aa1

   -- Cl. 2-A-2, Downgraded to A3 from Aa1

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2007-2 Trust

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

   -- Cl. 1-A-3, Downgraded to A3 from Aaa

   -- Cl. 1-A-5, Downgraded to A3 from Aaa

   -- Cl. C-X, Confirmed at Aaa

   -- Cl. C-P, Downgraded to A3 from Aaa

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

   -- Cl. 2-A-3, Confirmed at Aaa

   -- Cl. 1-A-7, Downgraded to Baa1 from Aa1

   -- Cl. 1-A-8, Downgraded to Baa1 from Aa1

   -- Cl. 2-A-4, Downgraded to Baa1 from Aa1

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

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2007-HY1 Trust

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

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

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

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

   -- Cl. A-3B, Downgraded to Caa1 from Aaa

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

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

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

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

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

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

Issuer: Washington Mutual Mortgage Pass-Through Certificates,
WMALT Series 2007-OC1

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

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

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

   -- Cl. A-4, Downgraded to Ba3 from Aaa

   -- Cl. A-5, Downgraded to Caa1 from Aaa; Placed Under Review
      for further Possible Downgrade

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

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

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

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

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

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

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

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

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

Issuer: Washington Mutual Mortgage Pass-Through Certificates,
WMALT Series 2007-OC2

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

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

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

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

   -- Cl. A-5, Downgraded to Caa1 from Aaa; Placed Under Review
      for further Possible Downgrade

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

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

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

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

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

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


WAMU MORTGAGE: Moody' Cuts 157 Tranches from Option ARMs Deals
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 157
tranches from 15 Option ARM transactions issued by WaMu Mortgage
Pass-Through Certificates WMALT series.  About 23 tranches that
were downgraded remain on review for possible further downgrade.
Additionally, 39 senior tranches were confirmed at Aaa.  The
collateral backing these transactions consists primarily of first-
lien, adjustable-rate, negatively amortizing Alt-A mortgage loans.

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

Complete rating actions are:

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2005-AR1 Trust

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

   -- Cl. X-1, Confirmed at Aaa

   -- Cl. X-2, Confirmed at Aaa

   -- Cl. X-3, Confirmed at Aaa

   -- Cl. X-4, Confirmed at Aaa

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

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR1 Trust

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

   -- Cl. X-1, Confirmed at Aaa

   -- Cl. X-2, Confirmed at Aaa

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

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

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR2 Trust

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

   -- Cl. X, Confirmed at Aaa

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

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

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

   -- 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-10, Downgraded to C from Ca

   -- Cl. B-11, Downgraded to C from Ca

   -- Cl. B-12, Downgraded to C from Ca

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR3 Trust

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

   -- Cl. X-1, Confirmed at Aaa

   -- Cl. X-2, Confirmed at Aaa

   -- Cl. X-3, Confirmed at Aaa

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

   -- Cl. B-2, Downgraded to Caa3 from Ba3

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

   -- 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-10, Downgraded to C from Ca

   -- Cl. B-11, Downgraded to C from Ca

   -- Cl. B-12, Downgraded to C from Ca

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR4 Trust

   -- Cl. CA-1B, Downgraded to B2 from Aaa

   -- Cl. DA-1B, Downgraded to B2 from Aaa

   -- Cl. X-1, Confirmed at Aaa

   -- Cl. X-2, Confirmed at Aaa

   -- Cl. X-3, Confirmed at Aaa

   -- Cl. X-4, Confirmed at Aaa

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

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

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

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

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

   -- Cl. B-11, Downgraded to C from Ca

   -- Cl. B-12, Downgraded to C from Ca

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR5 Trust

   -- Cl. 4A-1B, Downgraded to B2 from Aaa

   -- Cl. 5A, Downgraded to Aa1 from Aaa

   -- Cl. 5A-1B, Downgraded to Caa2 from Aaa

   -- Cl. 5X-PPP, Downgraded to Aa1 from Aaa

   -- Cl. CA-1B Group 1 Component, Downgraded to B2 from Aaa

   -- Cl. CA-1B Group 2 Component, Downgraded to B2 from Aaa

   -- Cl. CA-1B Group 3 Component, Downgraded to B2 from Aaa

   -- Cl. DX-PPP Group 1 Component, Confirmed at Aaa

   -- Cl. DX-PPP Group 2 PO Component, Confirmed at Aaa

   -- Cl. DX-PPP Group 3 PO Component, Confirmed at Aaa

   -- Cl. DX-PPP Group 4 PO Component, Confirmed at Aaa

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

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

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

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

   -- Cl. L-B-5, Downgraded to Ca from Caa1

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

   -- Cl. L-B-11, Downgraded to C from Ca

   -- Cl. L-B-12, Downgraded to C from Ca

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR6 Trust

   -- Cl. 2A-1B, Downgraded to Baa1 from Aaa

   -- Cl. CA-1C, Downgraded to Ba2 from Aaa

   -- Cl. 1X, Confirmed at Aaa

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

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

   -- 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-7, Downgraded to Ca from B3

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

   -- Cl. B-12, Downgraded to C from Ca

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR7 Trust

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

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

   -- Cl. X-1, Confirmed at Aaa

   -- Cl. X-2-PPP, Confirmed at Aaa

   -- Cl. X-3, Confirmed at Aaa

   -- Cl. X-4, Confirmed at Aaa

   -- Cl. B-1, Downgraded to B2 from Ba2; Placed Under Review
      for further Possible Downgrade

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

   -- Cl. B-3, Downgraded to Caa3 from B3

   -- 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-12, Downgraded to C from Ca

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR8

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

   -- Cl. 3A-1C, Downgraded to B3 from Aaa; Placed Under Review
for further Possible Downgrade

   -- Cl. 3-PPP, Confirmed at Aaa

   -- Cl. 3X-1, Confirmed at Aaa

   -- Cl. 3X-2, Confirmed at Aaa

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

   -- Cl. CA-1C, Downgraded to Ba2 from Aaa

   -- Cl. CX-1, Confirmed at Aaa

   -- Cl. CX-2-PPP, Confirmed at Aaa

   -- Cl. CX-3, Confirmed at Aaa

   -- Cl. 3-B-1, Downgraded to Ca from Caa1

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

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

   -- Cl. L-B-2, Downgraded to Caa2 from Ba2

   -- Cl. L-B-3, Downgraded to Ca from Ba3

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

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

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

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

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

   -- Cl. L-B-11, Downgraded to C from Ca

   -- Cl. L-B-12, Downgraded to C from Ca

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR9 Trust

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

   -- Cl. CA-1C, Downgraded to B1 from Aaa

   -- Cl. CX-1, Confirmed at Aaa

   -- Cl. B-1, Downgraded to B3 from Ba2; Placed Under Review
      for further Possible Downgrade

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

   -- Cl. B-3, Downgraded to Caa3 from B3

   -- 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-8, Downgraded to Ca from Caa1

   -- Cl. B-11, Downgraded to C from Ca

   -- Cl. B-12, Downgraded to C from Ca

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2007-OA1 Trust

   -- Cl. CA-1B, Downgraded to A1 from Aaa

   -- Cl. CA-1C, Downgraded to Ba1 from Aaa

   -- Cl. CX-1, Confirmed at Aaa

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

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

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

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

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

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

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

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

   -- Cl. B-12, Downgraded to C from Ca

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2007-OA2 Trust

   -- Cl. CA-1C, Downgraded to Ba3 from Aaa

   -- Cl. CA-1B, Downgraded to Baa1 from Aaa

   -- Cl. CX-1, Confirmed at Aaa

   -- Cl. B-1, Downgraded to B3 from Ba1; 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 Caa2 from Ba3

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

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

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

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

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

   -- Cl. B-12, Downgraded to C from Ca

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2007-OA3 Trust

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

   -- Cl. CA-1C, Downgraded to Ba2 from Aaa

   -- Cl. DA-1B, Downgraded to Aa2 from Aaa

   -- Cl. DA-1C, Downgraded to Ba1 from Aaa

   -- Cl. CX-1, Confirmed at Aaa

   -- Cl. CX-2-PPP, Confirmed at Aaa

   -- Cl. EX-PPP, Confirmed at Aaa

   -- Cl. FX, Confirmed at Aaa

   -- Cl. 5X-PPP, Confirmed at Aaa

   -- Cl. M-B-1, Downgraded to B2 from Baa2

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

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

   -- Cl. M-B-4, Downgraded to Caa2 from B2

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

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

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

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

   -- Cl. L-B-3, Downgraded to Caa1 from Ba2

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

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

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

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

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

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2007-OA4 Trust

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

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

   -- Cl. X-PPP, Confirmed at Aaa

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

   -- Cl. B-2, Downgraded to B3 from Ba1; 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 Caa1 from Ba3

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

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

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

Issuer: Washington Mutual Mortgage Pass-Through Certificates,
WMALT Series 2007-OA5

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

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

   -- Cl. X-PPP, Confirmed at Aaa

   -- Cl. B-1, Downgraded to B1 from Baa2; 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 B3 from Ba2; 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 Caa1 from B1

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


WASHINGTON MUTUAL: Appoints New CEO; Enters into MOU with OTS
-------------------------------------------------------------
Washington Mutual, Inc. announced on Sept. 8 that Alan H. Fishman
has been appointed chief executive officer and has joined WaMu's
Board of Directors.  

Mr. Fishman, 62, has more than 25 years of experience as a senior
executive in banking and financial services. He was previously
president and chief operating officer of Sovereign Bank and
president and chief executive officer of Independence Community
Bank. He succeeds Kerry Killinger, who is leaving the company
after serving as WaMu's chief executive officer since 1990.

WaMu also announced that it has entered into a Memorandum of
Understanding with the Office of Thrift Supervision concerning
aspects of the bank's operations, principally in several areas of
its risk management and compliance functions, including its Bank
Secrecy Act compliance program. In addition, WaMu has committed to
provide the OTS an updated, multi-year business plan and forecast
for its earnings, asset quality, capital and business segment
performance. The business plan will not require the company to
raise capital, increase liquidity or make changes to the products
and services it provides to customers.

According to The Dan Fitzpatrick of The Wall Street Journal, "the
news of the regulatory scrutiny and the departure of Mr. Killinger
reinforced the view that WaMu's financial standing is among the
worst of any U.S. financial institution, according to analysts."

The report noted WaMu's $53 billion in option adjustable-rate
mortgages, $14 billion of which are to the riskiest segment in
mortgage lending, subprime borrowers.  The report further noted
WaMu's $62 billion home-equity loans, which it says analyst
described as "another area suffering from high delinquencies, and
[] faces additional pressures in credit-card lending."

                   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.

WaMu announced on July 22 a second quarter 2008 net loss of
$3.33 billion as it significantly increased its loan loss reserves
by $3.74 billion to $8.46 billion. The quarter's loss compares
with the first quarter net loss of $1.14 billion and net income of
$830 million during the second quarter of 2007.

As reported by the TCR on July 24, Moody's Investors Service
placed the ratings of WaMu, having a Baa3 senior unsecured rating,
and Washington Mutual Bank, having a C- financial strength rating
of, Baa2 long term deposit rating, and Prime-2 short term rating,
under review for downgrade.

The review follows WaMu's reported $3.3 billion loss for the
second quarter of 2008.  During its review, Moody's will assess
the affect of Wamu's recent and expected operating performance on
its financial flexibility.


WARNACO GROUP: Moody's Lifts Probability of Default Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded The Warnaco Group, Inc.'s
Corporate Family and Probability of Default Ratings to Ba2 from
Ba3.  At the same time, Moody's assigned Baa2 ratings to the
company's new $300 million asset-backed revolving credit
facilities (comprised of a $270 million facility with certain US
subsidiaries and a $30 million facility with Warnaco of Canada
Company).  The company's existing asset backed revolving credit
facility and Term Loan B were repaid in full and cancelled, and
these ratings have been withdrawn.  Moody's also upgraded its
rating on the company's $160 million Senior Unsecured Notes to Ba3
from B1.  The rating outlook is stable.

The upgrade in the company's corporate family rating reflects
continued improvement in operating performance, with sustained
organic revenue growth and operating margin expansion.  These
improvements have been primarily driven by continued positive
performance of the company's Calvin Klein businesses.  At the same
time, credit metrics have improved due to stronger operating
performance and the repayment of debt incurred to finance the 2006
acquisition of the licensee which held the rights to the Calvin
Klein Jeans business in Europe and Asia.

The Baa2 ratings assigned to the company's new asset-backed credit
facilities reflect their senior secured position in Warnaco's
capital structure.  The Baa2 rating also reflects a one-notch
rating uplift due to the structure of these asset based loan
facilities. Please refer to Moody's January 2008 Special Comment
"Refinement to ABL Ratings" for further information.

These ratings were upgraded, and LGD assessments amended:

   -- Corporate Family Rating to Ba2 from Ba3

   -- Probability of Default rating to Ba2 from Ba3

   -- $160 million senior unsecured notes due June, 2013 to Ba3
      (LGD 4, 69%) from B1 (LGD 5, 76%)

These ratings and LGD assessments were assigned:

   -- $270 million senior secured asset-backed revolving credit
      facility due in August 2013 at Baa2 (LGD 2, 12%)

   -- $30 million senior secured asset-backed revolving credit
      facility due in August 2013 at Baa2 (LGD 2, 12%)

These ratings were withdrawn:

   -- $225 million revolving credit facility due 2009 at Ba1
      (LGD 2, 20%)

   -- $106 million Term Loan B with final maturity in 2013 at
      Ba1 (LGD 2, 20%)

The Warnaco Group, Inc., headquartered in New York, is a leading
apparel company engaged in the business of designing, sourcing,
marketing and selling intimate apparel, menswear, jeanswear,
swimwear, men's and women's sportswear and accessories under such
owned and licensed brands as Warner's(R), Olga(R), Body Nancy
Ganz(R), and Speedo(R), as well as Chaps(R) sportswear and denim,
and Calvin Klein(R) men's and women's underwear, men's and women's
bridge apparel and accessories, men's and women's jeans and jeans
accessories, junior women's and children's jeans and men's and
women's swimwear.  The Company reported revenue of approximately
$2.0 billion for the 12 month period ending July 5, 2008.


WHITEHALL JEWELER: Will Close Stores by Year-End
------------------------------------------------
The Roanoke Times reports that Whitehall Jeweler Holdings Inc.
will close its stores by year-end.

According to the Roanoke Times, liquidation sales for Whitehall
Jeweler's assets have begun at 373 Whitehall locations nationwide
and will take four and a half months.

Lorene Yue at Crain's relates that Whitehall Jewelers is cutting
almost all of its corporate staff as it continues its liquidation
process.  Documents filed with the Department of Commerce and
Economic Opportunity states that the company started firing 150 of
its 200 workers at its headquarters on Aug. 4, 2008.  According to
a document filed with the bankruptcy court, Whitehall Jewelers
listed 2,852 workers, majority of them working at stores.  

                     About Whitehall Jewelers

Based in Chicago, Illinois, Whitehall Jewelers Holdings, Inc. --
http://www.whitehalljewellers.com/-- owns and operates 375 stores   
jewelry stores in 39 states.  The company operates stores in
regional and regional shopping malls under the names Whitehall and
Lundstrom.  The Debtors' retail stores operate under the names
Whitehall (271 locations), Lundstrom (24 locations), Friedman's
(56 locations, and Crescent (22 locations).  As of June 23, 2008,
the Debtors have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, represent the Debtors in their restructuring efforts.  
Epiq Bankruptcy Solutions LLC is their claims, noticing and
balloting agent.

Whitehall Jewelers early this month sold 17 of its stores to New
Zealand-based jeweler Michael Hill International Ltd. for $5
million.

When the Debtors' filed for protection from their creditors, they
listed total assets of $207,100,000 and total debts of
$185,400,000.


W.R. GRACE: Anderson Blocked from Appealing Certification Ruling
----------------------------------------------------------------
Hon. Ronald Buckwalter of the U.S. District Court for the District
of Delaware denied Anderson Memorial Hospital's motion for leave
to appeal an order by Hon. Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware denying the
hospital's class certification request.

Judge Buckwalter agreed with Judge Fitzgerald's ruling that
Anderson Memorial has not satisfied the numerosity requirement
under Rule 23(a) of the Federal Rules of Civil Procedure.

Anderson Memorial is class representative on behalf of a class of
building owners who asserted asbestos-related property damage
claims as a result of their use of asbestos-containing materials
manufactured by the Debtors.  Anderson Memorial has filed about
3,000 PD claims against the Debtors.

Anderson Memorial argued that the decision to allow an appeal from
Judge Fitzgerald's order denying class certification should be
governed by Rule 23(f).  The Debtors argued that Rule 23(f) does
not govern the District Court's review of bankruptcy court
decisions regarding class certification, and thus the usual
standard governing interlocutory appeals -- Section 1292(b) of the
Judiciary and Judicial Procedure Code -- should be applied.

Both the Debtors and Anderson Memorial pointed to In re the
Eleventh Circuit's decision in In re Chrysler Financial Corp. v.
Powe, 312 F.3d 1241 (11th Cir.2002), holding that Rule 23(f) does
not permit direct interlocutory review by a circuit court of class
certification orders entered by bankruptcy court judges, to
support their contentions.  Judge Buckwalter, however, found that
Powe is inconclusive with respect to the issue presented by
Anderson Memorial, where the appeal is sought from a bankruptcy
court to the district court, not the court of appeals.

Judge Buckwalter adds that the Third Circuit has yet to address
the applicability of Rule 23(f) in the context of bankruptcy class
certification decisions.  He said, even applying the Rule 23(f)
standard requested by Anderson, he found that the circumstances do
not justify granting Anderson's motion for leave to appeal.

Judge Buckwalter agreed Judge Fitzgerald that certifying the
Anderson Memorial class would effectively render the bar date
useless and adversely affect claimants who filed timely proofs of
claim.

                     About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.  


YRC WORLDWIDE: Fitch Cuts IDR to 'BB' on Lower Earnings Forecast
----------------------------------------------------------------
Following the announcement that YRC Worldwide Inc. (Nasdaq: YRCW)
has revised down its earnings outlook for the third quarter, Fitch
Ratings has downgraded the Issuer Default Ratings (IDRs), senior
secured notes ratings and senior unsecured ratings of YRCW and its
Roadway LLC and YRC Regional Transportation, Inc. subsidiaries. In
addition, Fitch has affirmed YRCW's secured credit facilities
rating. The ratings actions are:

YRC Worldwide Inc.
   -- IDR downgraded to 'BB' from 'BB+';
   -- Secured credit facilities affirmed at 'BB+';
   -- Senior unsecured downgraded to 'BB-' from 'BB'.

Roadway LLC
   -- IDR downgraded to 'BB' from 'BB+';
   -- Senior secured notes downgraded to 'BB-' from 'BB'.

YRC Regional Transportation, Inc.
   -- IDR downgraded to 'BB' from 'BB+';
   -- Senior secured notes downgraded to 'BB-' from 'BB'.

Fitch's ratings apply to approximately $1 billion in consolidated
debt and a $950 million revolving credit facility. The Rating
Outlook for YRCW remains Negative.

YRCW announced a revision to its earnings estimate for the third
quarter, due, in part, to operating conditions that have been even
more difficult than anticipated. Excluding one-time items, YRCW
now expects to record a slight loss from core operations in the
quarter, down from prior expectations for a modestly positive
profit from operations. The downgrade in the ratings of YRCW and
its subsidiaries is based on Fitch's increasing concern that the
weak demand environment, although affecting volumes across the
entire less-than-truckload (LTL) industry, is challenging YRCW
more than many of its competitors. In addition, although the
announcement that the company will integrate its Yellow and
Roadway operations into a single network could strengthen YRCW's
credit profile over the longer term as utilization improves and
redundant fixed costs are removed from the network, expectations
are that meaningful improvements to YRCW's revenue stream and cost
structure arising from the initiative will not be seen for at
least several quarters. Full benefits from the restructuring,
estimated at $200 million annually, will not be achieved until the
integration is complete, which likely will not be until early
2010.

Volume performance for both the National and Regional
transportation units was especially weak in the second quarter,
with the company reporting steep year-over-year declines in
tonnage per day, while many other LTL carriers reported modest
tonnage gains. Although a significant portion of the 18% decline
in YRC Regional Transportation's daily tonnage was driven by the
closing of 27 USF Reddaway and USF Holland service centers earlier
this year, the magnitude of the decline suggests the unit also
lost some share in markets that it did not exit. YRC National
Transportation's 9.9% daily tonnage decline in the quarter likely
was also due to some market share loss. Volumes and pricing in the
third quarter have been weaker than expected, and the potential
for a prolonged period of market weakness is growing due to the
accelerated cooling of the global economy.

YRCW continues to make progress on its other productivity and cost
savings initiatives, as the restructuring of YRC Regional
Transportation, the new Teamsters labor agreement and velocity
network refinements have helped to offset some of the negative
margin impact resulting from weak volumes. However, due to
seasonality, YRCW generally produces most of its free cash flow in
the fourth quarter, and ongoing sluggishness in the U.S. economy,
combined with YRCW's more company-specific operational issues, has
increased concern that free cash flow will be weaker than expected
for the remainder of the year. Fitch currently does not expect the
company to have difficulty meeting its credit facility EBIDTA
leverage covenant in the near term, which tightens to 3.5 times
(x) in the fourth quarter from the current 3.75x level, but
headroom below the covenant could be tighter in the fourth quarter
than earlier expectations and could get tighter still in the
seasonally-weak first quarter of next year.

Roadway's senior secured notes mature on Dec. 1, 2008 and Fitch
currently expects YRCW to repay the $225 million obligation with
cash. However, a significant portion of that cash likely will be
funded by temporary draws on YRCW's asset backed securitization
(ABS) facility and/or its secured revolver. Depending on the level
of borrowing required, the positive effect on leverage from the
note repayment may be limited. Additional ABS facility or revolver
borrowings also could impact the company's available liquidity. It
is important to note, however, that YRCW is currently restricted
in its ability to fully access the total liquidity available on
the two facilities due to the credit facilities' leverage
covenant. As a result, any borrowings used to repay the Roadway
notes will essentially be sourced from ABS and/or revolver
capacity that is currently unavailable, limiting the decline in
true liquidity versus what is currently available.

The affirmation of the 'BB+' secured credit facilities rating is
based on the facilities' substantial collateral coverage,
including a combination of real estate assets, certain accounts
receivable and most of the capital stock of YRCW's subsidiaries.
On the other hand, the downgrade of the secured Roadway notes and
YRC Regional Transportation notes is due to the notes' very weak
collateral coverage, which effectively puts holders of these notes
in a position closer to that of unsecured creditors.

The Negative Rating Outlook reflects heightened concerns that the
U.S. economy will remain weak for a prolonged period, putting
further pressure on LTL industry volumes. Should YRCW's volumes
continue lagging those of its peers, the effects of weak industry
demand could be magnified in the company's operating performance.
In particular, if the company significantly underperforms current
free cash flow forecasts in the fourth quarter, YRCW could
experience a material tightening in liquidity during the first
quarter of next year when free cash flow likely will be negative.
In such a scenario, the resulting reduction in financial
flexibility could prompt further rating actions.


* 8th Circuit Strikes Down BAPCPA's Provision on Debt Advice
------------------------------------------------------------
ABI World reports that the U.S. Court of Appeals for the Eighth
Circuit struck down a provision of the Bankruptcy Abuse Prevention
and Consumer Protection Act of 2005 that barred lawyers from
advising clients to take on more debt before they filed for
bankruptcy protection.

According to Bankruptcy Law360, the court ruled that the provision
is unconstitutional as applied to attorney conduct.  Bankruptcy
Law360 relates that bankruptcy lawyers practicing in the Eighth
Circuit can now advise their clients to take on more debt in
contemplation of a bankruptcy filing.

A full-text copy of the Eighth Circuit's opinion is available at
no charge at

     http://www.ca8.uscourts.gov/opndir/08/09/072405P.pdf


* Bingham McCutchen Selects Jeffrey Sabin as Partner
----------------------------------------------------
Bingham McCutchen LLP has selected restructuring lawyer Jeffrey S.
Sabin, formerly of Schulte Roth & Zabel LLP, as a partner in its
New York office.

Mr. Sabin, who focuses on creditors' rights, debt restructurings
and financial transactions, will co-head Bingham's global
restructuring team along with co-leaders in London, New York and
Tokyo.  The recruitment of Sabin augments Bingham's position as
having one of the world's leading international and cross-border
restructuring practices with more than 100 restructuring lawyers
in the United States, London, Hong Kong and Tokyo.

"Bingham's financial restructuring practice is recognized as an
innovative leader in representing creditors in restructurings and
insolvencies globally, and Jeff's arrival is a perfect fit both in
the New York market and internationally, as we continue to build
upon our strengths in key capital markets," said Bingham Chairman
Jay S. Zimmerman.

Mr. Sabin's arrival bolsters Bingham's leading restructuring
practice in London, noted FRG co-leader James Roome.  "Jeff's vast
experience working with international hedge funds and other
financial institutions fits very closely with our practice in
London," he said.  "Jeff is a highly respected lawyer who has
worked on a number of the world's major restructurings, and his
addition to Bingham's New York office further strengthens our
ability to serve our clients' sophisticated legal needs anywhere
in the world."

For Sabin, Bingham's platform and standing in the global
restructuring world were key attractions.  He noted the London
office, known globally for its FRG talent, and Bingham's
combination with two leading Tokyo firms, Sakai & Mimura and New
Tokyo International Law Office, in 2007.  With more than 50
Japanese lawyers, or bengoshi, in Tokyo, Bingham is the second
largest foreign law firm in Japan.

"Bingham's international approach and reach, in the major
financial markets of Europe and Asia, is very appealing to me,"
said Sabin, whose practice in representing creditors and
bondholder committees and secured lenders complements Bingham's
transatlantic strength in representing creditors in cross-border
restructurings.  "Having that platform to serve clients, with
quality lawyers I have known for years, is an extraordinary
opportunity."

Some of Mr. Sabin's significant transactions include representing
official creditors' committees in Global Power, Immunicon Corp.
and Riverstone Networks, major creditors in Adelphia, buyers of
distressed assets,  and a major international financial
institution in the Enron case.

Bingham's Financial Restructuring Group has worked on several
major international insolvencies and restructurings.  A multi-
office team in New York and London currently represents the
Creditors' Committee of the global transportation company, Sea
Containers.  The firm also led a group of investors who held
nearly $1.6 billion in Delta Air Lines' restructuring.  A team of
Bingham London lawyers continue to represent bondholders in the
EUR510 million Elektrim S.A. restructuring. Most recently, the
firm has been active in the fallout of the home building industry
on debt restructurings of major builders and property managers
ranging from California to the US, UK, Europe, Australia and
Japan.

Bingham McCutchen LLP -- http://www.bingham.com-- is a global law  
firm with nearly 1,000 attorneys in 13 offices.  The firm
represents clients in cross-border restructurings and
insolvencies, high-stakes litigation, securities, complex
financing and regulatory matters, government affairs, and a wide
variety of sophisticated corporate and technology transactions.


* Focus Management Selects Jay Kelley as Managing Director
----------------------------------------------------------
Focus Management Group President J. Tim Pruban said that Jay
Kelley has joined the nationwide business restructuring firm as a
Managing Director to broaden its growing consulting practice in
the real estate industry and to expand the firms nationwide
support of its clientele.

"We are excited to have Jay lead our efforts in continuing our
growing support for the challenging real estate arena, said
Pruban," said Mr. Pruban.  "Jay has an expansive knowledge of the
marketplace from the standpoint of both developers and lenders,
and his expertise in advising real estate clients and their
stakeholders will solidify our firms restructuring solutions to
this sector," He continued.

Mr. Kelley is a seasoned finance professional with more than 20
years of experience in all aspects of project finance for
commercial and residential real estate firms, including cash flow
forecasting, valuation modeling, highest and best use analysis and
determination of optimal capital structure.  He specializes in
real estate restructuring, as well as turnaround and rescue plans
for businesses with financial difficulties.  

Prior to joining Focus Management Group, Mr. Kelley served as the
Chief Financial Officer for a regional real estate development
concern, where he was responsible for all facets of capital
management, capital formation, strategic planning and treasury
services.  He was also instrumental in structuring and
restructuring billions of dollars lent to both private and public
concerns as Senior Vice President of a leading financial
institutions Real Estate Group.

Mr. Kelley is based out of Focus Management Groups Tampa, Floridam
office and can be reached at (800) 528-8985.

                  About Focus Management Group

Focus Management Group -- http://www.focusmg.com/-- provides   
nationwide professional services in turnaround management,
insolvency proceedings, business restructuring and operational
improvement with a senior-level team of eighty professionals.  
Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Cleveland, Greenwich, Los Angeles and Nashville, the firm provides
a full portfolio of services to distressed companies and their
stakeholders, including secured lenders and equity sponsors.


* Elizabeth Vrato Joins Garden City's Business Reorganization Div.
------------------------------------------------------------------
Elizabeth Vrato, Esq., has joined the business development team of
The Garden City Group Inc.'s business reorganization division.,
Business Wire reports.

Prior to joining The Garden Group, Ms. Vrato handled a wide range
of bankruptcy, litigation, and policy matters with BMC Group,
Kirkland & Ellis, Wolf, Block, Schorr & Solis-Cohen, and the
National Judicial Education Program.  She has also written and
lectured extensively on a wide variety of workplace topics,
including diversity and mentoring.

Ms. Vrato received her J.D. from New York University School of
Law, and she received her B.A., magna cum laude, from LaSalle
University.  She has been admitted to practice in New York and
Illinois.  She is also a member of the American Bankruptcy
Institute (ABI), where she has served on the Advisory Committee
for the ABI Central States Conference and the ABI committee for
sponsors and vendors.

"I'm excited to bring my experience to the GCG team and look
forward to contributing to the Restructuring community and our
clients," said Ms. Vrato.

"We are most pleased to welcome Liz to our team," said GCG
executive vice president and general counsel, Karen Shaer, Esq.
"With her arrival, we are in an even stronger position to serve
our clients' needs," Shaer added.

                    About The Garden City Group

Founded in 1984, and headquartered in Melville, New York, The
Garden City Group Inc. -- http://www.gardencitygroup.com/-- is a  
subsidiary of Crawford & Company.  The firm administers class
action settlements, designs legal notice programs, manages Chapter
11 administrations, and provides expert consultation services.  

Crawford & Company -- http://www.crawfordandcompany.com/-- is an  
independent provider of claims management and related solutions to
the risk management and insurance industry as well as self-insured
entities, with a global network of more than 700 locations in 63
countries.  Crawford & Company is based in Atlanta, Georgia.


* Upcoming Meetings, Conferences and Seminars
-------------------------------------------

Sept. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Sept. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dallas / Fort Worth Restructuring Workshop
         Belo Mansion Dallas, Texas
            Contact: www.turnaround.org

Sept. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Lenders Forum
         TBD, Long Island, New York
            Contact: www.turnaround.org

Sept. 11-12, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Mid-America Regional Conference
         Oak Brook Hills Marriott Resort, Oak Brook, Illinois
            Contact: www.turnaround.org

Sept. 11-14, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross Border Conference
         Grand Okanagan Resort, Kelowna, British Columbia
            Contact: www.turnaround.org

Sept. 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC Views from the Bench
         Georgetown University Law Center, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 16-18, 2008
   ASSOCIATION OF INSOLVENCY &RESTRUCTURING ADVISORS
      2nd Annual Restructuring & Investing Conference
         Shanghai, China
            Contact: http://www.airacira.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: www.turnaround.org/

Sept. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Event - CFA/IWIRC/RMA/NJTMA/NYIC
      Maplewood Country Club, Maplewood, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Sept. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Chapter Lunch Program
         Nashville City Center, Nashville, Tennessee
            Contact: 615-850-8678 or www.turnaround.org

Sept. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Healthcare Industry Update - Panel Discussion
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Sept. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds: A View From US Trustees
         TBA, Syracuse, New York
            Contact: www.turnaround.org

Sept. 18-19, 2008
   AMERICAN CONFERENCE INSTITUTE
      Advanced Insolvency Law and Practice Conference
         Paris, France
            Contact: www.americanconference.com

Sept. 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow Workshop: An Overview
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: www.turnaround.org

Sept. 24-25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Florida Annual Golf Tournament
         Champions Gate Golf Club, Orlando, Florida
            Contact: 561-882-1331 or www.turnaround.org

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Case Study with Tom Kim, TMA Small Business of the Year
         Turnaround Award - TMA Arizona Chapter Meeting
            TBD, Phoenix, Arizona
               Contact: www.turnaround.org

Sept. 26, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Marriott Desert Ridge, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: www.turnaround.org/

Oct. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/UMKC Midwestern Bankruptcy Institute
         H. Roe Bartle Hall Convention Center, Kansas City
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         Standard Club, Chicago, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Charity Golf Event
         Forest Park Golf Course, St. Louis, Missouri
            Contact: www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Billiards Networking Night
         Herbert's Billiards, Secaucus, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Member Social
         Davenport Press, Mineola, New York
            Contact: 631-251-6296 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      View from the Bench - Bankruptcy Update
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      How to Contract with a Turnaround Manager
         University Club, Portland, Oregon
            Contact: www.turnaround.org

Oct. 22, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Nevada Award Night
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: www.turnaround.org

Oct. 23, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Election Oriented
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Oct. 23, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds: A Panel of Professionals
         TBA, Rochester, New York
            Contact: www.turnaround.org

Oct. 23-24, 2008
   AMERICAN CONFERENCE INSTITUTE
      Distressed Assets Boot Camp
         TBD, London, United Kingdom
            Contact: www.americanconference.com

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 29-30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Corporate Governance Meetings
         Marriott, New Orleans, Louisiana
            Contact: www.turnaround.org

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

Oct. 31, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Hilton, Frankfurt, Germany
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 6, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Coach House Diner & Restaurant, Hackensack, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 11, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         Marriott, Troy, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Case Study
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds:A View From Workout Consultants
         TBA, Buffalo, New York
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Social
         TBD, Melville, New York
            Contact: 631-251-6296 or www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         Tournament Players Club at Jasna Polana, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Nov. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Senior Housing & Long Term Care
         Washington Athletic Club,Seattle, Washington
            Contact: www.turnaround.org

Nov. 27, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Chris Kaup
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         Terminal City Club, Vancouver, British Columbia
            Contact: 503-768-4299 or www.turnaround.org

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

Dec. 8, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering
         TBD, Long Island, New York
            Contact: 631-251-6296 or www.turnaround.org

Dec. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         Washington Athletic Club, Seattle, Washington
            Contact: 503-768-4299 or www.turnaround.org

Dec. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         University Club, Portland, Oregon
            Contact: 503-768-4299 or www.turnaround.org

Dec. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         TBD, Phoenix, Arizona
            Contact: 623-581-3597 or www.turnaround.org

Dec. 31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Sponsorships - Annual Golf Outing, Various Events
         TBA, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Jan. 21-22, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 5-7, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Casurina, Grand Cayman Island, AL
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Valcon
         Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Beverly Wilshire, Beverly Hills, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 17-18, 2009
   NATIONAL ASSOCIATION OFBANKRUPTCY TRUSTEES
      NABT Spring Seminar
         The Peabody, Orlando, Florida
            Contact: http://www.nabt.com/

Apr. 20, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         John Adams Courthouse, Boston, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

Apr. 28-30, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

May 14-16, 2009
   ALI-ABA
      Chapter 11 Business Reorganizations
         Langham Hotel, Boston, Massachusetts
            Contact: http://www.ali-aba.org

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 15-18, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Dec. 2-4, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


                     *      *      *

                   Featured Conferences

Renaissance American Management and Beard Conferences presents

Oct. 30-31, 2008
Physician Agreements & Ventures
The Millennium Knickerbocker Hotel - Chicago
Brochure will be available soon!

Nov. 17-18, 2008
Distressed Investing
The Helmsley Park Lane - New York
Brochure will be available soon!


                     *      *      *


Beard Audio Conferences presents

Bankruptcy and Restructuring Audio Conference CDs

More information and list of available titles at:
http://beardaudioconferences.com/bin/topics?category_id=BAR

                     *      *      *


The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Sheryl Joy P. Olano, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***