TCR_Public/080925.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, September 25, 2008, Vol. 12, No. 229           

                             Headlines

7 FIRST STREET: Voluntary Chapter 11 Case Summary
125 PACIFIC STREET: Case Summary & Eight Largest Unsec. Creditors
AIRBEE WIRELESS: June 30 Balance Sheet Upside-down by $6.7 Mil.
ALLIED DEFENSE: To Distribute Materials for Company Meetings
ALMOND JEWELERS: Files For Chapter 11 Bankruptcy Protection

ALMOND JEWELERS: Voluntary Chapter 11 Case Summary
AMBAC FINANCIAL: Moody's Warns of Possible Multi-Notch Downgrades
AMERICAN AMMUNITION: Case Summary & 17 Largest Unsecured Creditors
AMERICAN FIBERS: Seeks Court's OK to Use $7.7 Mil. GECC DIP Loan
AMERICAN HOME: Fitch Puts Ratings on Two Classes Under Neg. Watch

AMERICAN INTERNATIONAL: Suspends Declaration of Dividends
AMERICAN TRAILER: Case Summary & 20 Largest Unsecured Creditors
ANGIOTECH PHARMA: Moody's Cuts Ratings on Withdrawn Tender Offer
APPLECORE LLC: Case Summary & 12 Largest Unsecured Creditors
ARROW SPEED: Files for Chapter 11 Protection

AUTOCAM CORP: Moody's Changes PDR to 'Caa3/LD' from Caa3
AVENTINE RENEWABLE: Declined Liquidity Cues Moody's Ratings Cut
AVENTINE RENEWABLE: Facility Amendment Cues S&P's Rating Cuts
AXS-ONE INC: Robert Migliorino Quits from Board
ASARCO LLC: Court Grants Tentative OK of Disclosure Statement

AVANI INTERNATIONAL: Files Amendment to 2007 Annual Report
BAYWOOD INTERNATIONAL: Acquires Skae Beverage for $3.8 Million
BEAR STEARNS: Fitch Affirms Low-B Ratings on Three Cert. Classes
BEAR STEARNS: Fitch Puts 'BB+' Rated Certs. Under Negative Watch
BEARD COMPANY: Issues 518,323 Shares After Notes Conversion

BIOFORCE NANOSCIENCES: Unveils Prospectus for Share Sale
BLUE WATER: Inks Stipulations to Extend Lease Decision Deadline
BLUE WATER: Submits Amended Draft on Michigan Equipment Sale
BOSCOV'S INC: Section 341(a) Meeting Adjourns on October 22
BOSCOV'S INC: Court Approves KPMG LLP as Accountants and Auditors

BOSCOV'S INC: Creditors Panel Taps Traxi LLC as Financial Advisor
BOSCOV'S INC: Panel Wants to Hire Potter Anderson as Co-Counsel
CALIFORNIA COVE: U.S. Trustee Sets 341(a) Meeting for October 16
CALIFORNIA COVE: Wants Schedules Deadline Extended to October 16
CARMELA MAROLDA: Voluntary Chapter 11 Case Summary

CEDAR FUNDING: Trustee Seeks Sanctions Against David Nilsen
CENTURY PETORLEUM: Reports $1.3 Million Net Loss for July 2008
CFM US: Files Amended Schedules of Assets & Liabilities
CHAPEAU INC: Says TEFCO LLC's Default Notice Has No Grounds
CHRYSLER LLC: Cerberus Wants Remaining 19.9% Stake From Daimler

CHRYSLER LLC: Cuts Costs, Loses $400 Million
CITY BLOCK: Voluntary Chapter 11 Case Summary
CIPRICO INC: Selling Intellectual Property Assets to Dot Hill
CKRUSH INC: CEO Jeremy Dallow & Three Others Resign from Posts
CKRUSH INC: Digital Media Unit Sells Web Sites to HNY Acquisitions

CONSTELLATION ENERGY: Sold to MidAmerican Energy for $4.7BB
CONTINENTAL AFA: To Test $7MM MeadWestvaco Bid at Oct. 15 Auction
CYCLE PROPERTIES: Case Summary & Largest Unsecured Creditor
CYGNE DESIGNS: Reports $16 Million Net Loss for July 2008
DARCI JAYOUSI: Case Summary & 20 Largest Unsecured Creditors

DELPHI CORP: Access to GM Loans Illusory, Committee Says
DELPHI CORP: Government Balks at Release Provisions in GM Deal
DELPHI CORP: Wants Appaloosa's Motion to Strike Denied
DELPHI CORP: Will Not Pay Plan Investors
DELPHI CORP: Gets Permission to Halt Pension Contributions

DIOMED HOLDINGS: Plan Goes to Creditors for Confirmation Vote
DLJ COMMERCIAL: Fitch Holds 'C/DR6' Rating on $3.5MM Cl. B-8 Trust
DVA ARENA: Court Dismisses Chapter 11 Bankruptcy Case
DYCOM INDUSTRIES: Moody's Affirms 'Ba2' Corporate Family Rating
ENERGY TRANSFER: Fitch's Ratings Unaffected by ETP Enogex Venture

FAIRHAVEN & COPPER: S&P Revises Outlook to Stable from Positive
FEDERAL-MOGUL: Restructuring Plan Includes 4,000 Workforce Cut
FINS MARKET: Case Summary & 20 Largest Unsecured Creditors
FORD MOTOR: Reviewing Lehman Bankruptcy's Impact on Loan
FREEDOM CCS: S&P Withdraws 'BB+' Rating on Mezz Notes

FRONTLINE CAPITAL: Court Confirms Chapter 11 Plan of Liquidation
G-I HOLDINGS: Court Sets Oct. 15 Claims Bar Date
GANESHA LLC: Will Conduct Hotel Foreclosure Sale Oct. 4
GENERAL MOTORS: $3.5BB Facility Draw Down Won't Affect S&P's Rtngs
GLOBAL GEOPHYSICAL: S&P Holds 'B-' Ratings; Outlook Developing

GOLD & HONEY: Voluntary Chapter 11 Case Summary
GOLDMAN SACHS: Fitch Downgrades Ratings on Five Cert. Classes
GRAND CARNIVAL: Case Summary & 20 Largest Unsecured Creditors
GREAT LAKES TISSUE: Files for Chapter 11 Protection
HARRY & DAVID: S&P Trims Corp. Credit to 'B-' on Weak Performance

HOME INTERIORS: Taps Houlihan Lokey to Sell Operating Assets
HOSPITAL PARTNERS: River Oaks Losses Blamed for Chapter 11 Filing
HOSPITAL PARTNERS: Case Summary & 18 Largest Unsecured Creditors
HRP MYRTLE: Files for Voluntary Chapter 11 Protection
HRP MYRTLE: Case Summary & 20 Largest Unsecured Creditors

IL LUGANO: Files List of 20 Largest Unsecured Creditors
IMMUNICON CORP: Ch. 11 Liquidating Plan Hearing Set for Oct. 31
JAMES BAKER: Case Summary & Largest Unsecured Creditors
JEFFERSON COUNTY: Faces Another Sept. 30 Debt Payment Deadline
JEFFERSON COUNTY: To File Counterclaim Against Bond Insurers

JOSEPH GAMMON: Case Summary & 20 Largest Unsecured Creditors
JPMORGAN TRUST: S&P Cuts Certificate Rating to 'CCC+' from 'B-'
JPMORGAN TRUST: S&P Corrects Ratings on 4 Classes After Error Cuts
KARL HOLT: Case Summary & Largest Unsecured Creditors
KARYKEION INC: Case Summary & 20 Largest Unsecured Creditors

LAS VEGAS SANDS: Liquidity Concerns Prompt S&P to Chip Ratings
LEHMAN BROTHERS: Taps Bank of New York Mellon as Corporate Trustee
LEHMAN BROTHERS: Allied World Holds $52MM in Lehman Senior Notes
LEHMAN BROTHERS: S&P Cuts Counterparty Credit & Debt Rating to 'D'
LINENS 'N THINGS: Cerberus Capital Abandons Buyout Plan

LINENS 'N THINGS: Noteholders Want Access to Information
LINENS 'N THINGS: Noteholder Discovery Request Challenged
LINENS 'N THINGS: Wants to Close and Sell Three Retail Stores
MAIN STREET: Fitch Trims 2008A Revenue Bonds Rating to C from CCC
MAIN STREET: S&P Slashes Secured Debt Rating to 'D' from 'CCC-'

MANTIFF WEST: Case Summary & Largest Unsecured Creditor
MEDISTEM LABS: Posts $263,782 Net Loss in 2008 Second Quarter
MARTY SHOES: Court Approves Going-out-of-business Sales
MASSACHUSETTS EYE: Moody's Holds 'Ba1' Rating on $16.6MM Bonds
MIRABILIS VENTURES: Assistant U.S. Attorney Wants Case Dismissed

MIRANT CORP: Halted Buyback Program Won't Affect S&P's 'B+' Rating
MOHEGAN TRIBAL: S&P's Rating Unmoved by Project Construction Delay
MORGAN STANLEY: S&P Affirms Ratings on 21 Classes of Certificates
MORIN BRICK: Creditors' Panel Wants Perkins Thompson as Counsel
MORIN BRICK: Has Until September 26 to File Schedules & Statements

MORIN BRICK: Court Gives Interim Nod on $3.2 Mil. DIP Financing
MOTOR COACH: To Resume Client Programs & Post-Petition Payments
MOTOR COACH: Sec. 341 Meeting Slated for October 24
NAWEST-PALMS: Voluntary Chapter 11 Case Summary
NETEFFECT INC: Gets Final Okay to Access $3MM Intel DIP Facility

NEW ROCHELLE: Case Summary & 19 Largest Unsecured Creditors
NICHOLAS-APPLEGATE: Moody's Junks Rating on $13.85MM Class D Notes
NORD RESOURCES: Amends Executive Employment Deal with Pres. and VP
NORTEL NETWORKS: Adverse Biz Environment Cues Moody's Neg. Outlook
OSKAR HUBER: Files for Chapter 11 Bankruptcy Protection

OXFORD INDUSTRIES: Moody's Cuts PD Rating to 'B1' from 'Ba3'
PAPPAS TELECASTING: Oct. 29 Hearing on $4MM Sale of 8 TV Stations
PATIENT ACCESS: Reports $2.9 Million Net Loss for July 2008
PATRICK MEECE: Homebuilder Says Couple Owes Them $223,000
PRC LLC: Affiliates Want Chapter 11 Cases Closed on September 30

PUTNAM INVESTMENTS: Closes $15 Billion Money-Market Fund
R&B CONSTRUCTION: Wants Exclusive Period Extended to Dec. 30
RAND MCNALLY: PBGC Takes Over Pension Plan for 760 Ex-Employees
RAPIDS BELMEADE: Case Summary & 11 Largest Unsecured Creditors
RED SHIELD: Wants Sale Hearing Date Set for October 23

RENAISSANCE HEALTHCARE: Selling Terrel Hospital to Highest Bidder
RENAISSANCE HOMES: Will File for Chapter 11 Protection
RESERVE MGMT: Moody's Cuts, Reviews Ratings Due to Various Factors
RIVER CHASE: Case Summary & Six Largest Unsecured Creditors
ROUGE INDUSTRIES: Exclusive Plan Filing Period Extended to Oct. 17

SANLUIS CORPORACION: Fitch Cuts Foreign & Local Currency IDRs
SEA CONTAINERS: Court Approves 2nd Amended Disclosure Statement
SEA CONTAINERS: Court Approves Voting and Solicitation Procedures
SEA CONTAINERS: Court Approves Settlement Pact with Panel, et al.
SEA CONTAINERS: Seeks to Waive $3,000,000 Intercompany Claims

SEMGROUP LP: Court Approves Incentive Plan for Key Employees
SILVER STATE: May File For Bankruptcy Under Chapter 7
SPARTA COMMERICAL: July 31 Balance Sheet Upside-down by $4 Million
STEPHEN RUBEN: Case Summary & 20 Largest Unsecured Creditors
STOCK-TRAK GROUP: Posts $892,694 Net Loss in 2008 Second Quarter

STRATUS GROUP: Court Levels Playing Field, Terminates Exclusivity
THORNBURG MORTGAGE: Extends Exchange Offer to September 26
TITAN INTERNATIONAL: Moody's Holds 'B2' Rating; Outlook Positive
UTGR INC: S&P Puts 'D' Ratings After Forbearance Deal Extension
VAREL FUNDING: S&P Puts 'B' Corp. Credit Rating Under Neg. Watch

VERASUN ENERGY: S&P Trims $210MM Sr. Secured Notes Rating to 'B-'
VERSO TECH: Asks Court to Approve Sale of Assets to Telemate
VESTA INSURANCE: Court Approves Plan Trustee's Settlement Deal
WASTE SERVICES: S&P Puts 'B' Corp. Credit Rating Under Neg. Watch
WATER MILL: Case Summary & 11 Largest Unsecured Creditors

WCI COMMUNITIES: Committee Wants Amended $150MM DIP Pact Approved
WCI COMMUNITIES: Committee Taps Garden City as Info Agent
WESTGATE PROPERTIES: Case Summary & Largest Unsecured Creditor
WHITEHALL JEWELERS: Incentive Plan Hearing Set for Oct. 3

* Moody's Takes Various Rating Actions on 234 Classes of Notes
* Moody's Says Defaulted Bank Debt Recovery May Be Below Average
* S&P Lowers Ratings on 79 Cert. Classes from 35 Subprime RMBS
* S&P Cuts Ratings on 183 Tranches from 36 Cash Flow & Hybrid CDOs
* S&P Lowers Ratings on 134 Classes from 12 RMBS Transactions

* S&P Cuts Ratings on 22 Classes from Six RMBS Transactions
* S&P Cuts Ratings on 69 Tranches from 18 Cash Flow & Hybrid CDOs
* S&P Lowers Ratings on 448 Classes from 58 RMBS Transactions
* S&P Trims Ratings on 19 Cert. Classes from Two US ALT-A RMBS
* S&P: Bank Failures Will Likely Increase in Months Ahead

* U.S. Regional Banks' Losses Boosts Faster and Sharper, S&P Says
* S&P: Distress Ratio Has Ballooned More Than 15% as of September
* S&P: Bond Insurers Valuate Prospects Amid Investors Uncertainty

* Allen Matkins-San Diego Office Adds Jeffrey Chine as Partner
* Davis Polk-Washington DC Adds Annette Nazareth as Partner
* Morgan Joseph-CFD Adds Financial Restructuring Professionals

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********


7 FIRST STREET: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 7 First Street, LLC
        7 First Street
        Key West, FL 33040

Bankruptcy Case No.: 08-23848

Chapter 11 Petition Date: September 23, 2008

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

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

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor does not have any creditors who are not insiders.
                       

125 PACIFIC STREET: Case Summary & Eight Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: 125 Pacific Street
        125 Pacific Street
        Santa Monica, CA 90401

Bankruptcy Case No.: 08-25620

Chapter 11 Petition Date: September 23, 2008

Court: Central District Of California (Los Angeles)

Debtor's Counsel: Bradley E. Brook, Esq.
                  bbrook@bbrooklaw.com
                  12424 Wilshire Blvd., Suite 1120
                  Los Angeles, CA 90025
                  Tel: (310) 806-6440
                  Fax: (310) 442-0660

Total Assets: $4,200,000

Total Debts: $2,993,477

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

           http://bankrupt.com/misc/califcb08-25620.pdf


                       
AIRBEE WIRELESS: June 30 Balance Sheet Upside-down by $6.7 Mil.
---------------------------------------------------------------

Airbee Wireless Inc. reported a $4,698 net loss on sale of $40,000
for the three months ended June 30, 2008, compared to a $1,723,265
net loss on sales of $2,448 for the same period a year ago.

The company's condensed consolidated balance sheets showed total
assets of $1,455,059 and total liabilities of $8,243,320 resulting
in a $6,788,261 stockholders' deficit.

The company's condensed consolidated balance sheets also showed
strained liquidity with $641,051 total current assets available to
pay $6,916,358 total current liabilities.

                     Going Concern Doubt

Bagell, Josephs, Levine & Company, LLC, in Marlton, N.J.,  
expressed substantial doubt about Airbee Wireless Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm pointed to the company's operating losses
and capital deficits.

A full-text copy of the company's financial statement is available
for free at http://ResearchArchives.com/t/s?32a5

                      About Airbee Wireless

Based in Rockville, Md., Airbee Wireless Inc. (OTC BB: ABEW)
http://www.airbeewireless.com/-- develops connectivity software   
for wireless voice and data communications in the United States.
The company's software, when embedded on microchips or in various
devices, enables consumer and business devices to connect to each
other over short distances, without using the cables or wires.


ALLIED DEFENSE: To Distribute Materials for Company Meetings
------------------------------------------------------------
The Allied Defense Group, Inc. disclosed in a Securities and
Exchange Commission filing that intends to distribute copies of
certain printed materials to analysts, institutional investors,
and other persons in connection with presentations to be made, or
meetings to be held, by the Company over the next several weeks.

A full-text copy of the September 2008 Investor Presentation is
available at no charge at:

                http://researcharchives.com/t/s?329f

                 About The Allied Defense Group Inc.

Headquartered in Vienna, Virginia, The Allied Defense Group Inc.
(Amex: ADG) -- www.allieddefensegroup.com -- is a diversified
international defense and security firm which develops and
produces conventional medium caliber ammunition marketed to
defense departments worldwide.  The company also designs, produces
and markets sophisticated electronic and microwave security
systems principally for European and North American markets.

                         Going Concern Doubt

BDO Seidman LLP, in Bethesda, Maryland, expressed substantial
doubt about The Allied Defense Group Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm reported that in 2007 and 2006 the company suffered
losses from operations.

The auditing firm added that, in January and February 2008, the
banking group of the company's key subsidiary sent notifications
to the company of their intentions to terminate the credit
facilities.  Subsequently, in March 2008, the members of the
banking group notified the company of their intentions to continue
with the credit facility contingent upon the resolution of
additional requirements.


ALMOND JEWELERS: Files For Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Tiffany Kary of Bloomberg News reports that Almond Jewelers, Inc.,
and its debtor-affiliates filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Eastern District
of New York (Lead Case No. 08-75238) on Sept. 23, 2008.

The report says the Debtors did not state in court papers the
reasons for the bankruptcy filing, or their relationship with each
other.

Port Washington, New York-based Almond Jewelers, Inc., sells gold
and silver jewelry in wholesale.  Gary M. Kushner, Esq., at
Forchelli, Curto, Schwartz, Mineo, et al., represents the Debtors
in their restructuring efforts.  The lead Debtor and affiliate
Gold & Honey, Ltd., both listed less than $50,000 in estimated
assets, while affiliate Gold & Honey (1995) listed between
$1,000,000 and $10,000,000 in asset.  All of them listed between
$10,000,000 and $50,000,000 in estimated debts.


ALMOND JEWELERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Almond Jewelers, Inc.
        16 South Maryland Avenue
        Port Washington New York 11050

Bankruptcy Case No.: 08-75238

Type of Business: The Debtor sells jewelry and precious metal.

Chapter 11 Petition Date: September 23, 2008

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Gary M Kushner, Esq.
                  gkushner@fcsmcc.com
                  Forchelli, Curto, Schwartz, Mineo, et al.
                  330 Old Country Road
                  PO Box 31
                  Mineola, NY 11501
                  Tel: (516) 248-1700
                  Fax: (516) 248-1729

Estimated Assets: Less than $50,000

Estimated Debts: $10 million to $50 million

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

                       
AMBAC FINANCIAL: Moody's Warns of Possible Multi-Notch Downgrades
-----------------------------------------------------------------
On September 18, 2008, Moody's Investors Service placed the Aa3
insurance financial strength rating of Ambac Assurance Corporation
and the A2 insurance financial strength rating of MBIA Insurance
Corporation on review for possible downgrade.  The ratings put
under review for possible downgrade also includes Ambac Financial
Group, Inc.'s senior unsecured debt at A3, junior subordinated
debt at Baa1 and provisional rating on preferred stock at (P)Baa2.

The rating actions follow Moody's announcement of an upward
revision to cumulative loss projections for subprime RMBS
exposures (Subprime RMBS Loss Projection Update: September 2008).  
Prior to the rating action, the rating outlook for both Ambac and
MBIA was negative.

As a result of this review, the Moody's rated securities that are
"wrapped" or guaranteed by Ambac and MBIA are also placed under
review for possible downgrade, except those with higher public
underlying ratings.

Ambac said in a regulatory filing it expects to continue to work
with Moody's as the rating agency seeks to apply its most recent
mortgage-related assumptions to unique attributes of the
individual transactions in Ambac's portfolio. Moody's stated that
because Ambac is meaningfully exposed to the risk of US subprime
mortgages and other residential mortgage products, the revised
assumptions are expected to have a significant impact on Ambac's
capital position and multi-notch downgrades are possible.

A subsequent regulatory filing of Ambac states that it expects
that the near term impact of any downgrade by Moody's would be to
increase the pressure on its financial services business, which is
comprised of Guaranteed Investment Contracts and swap obligations.
Almost all of the transactions entered into by Ambac's financial
services businesses are guaranteed by AAC.

Ambac said: "The book value of GIC liabilities at August 31, 2008
was approximately $6.1 billion (compared to $6.7 billion at June
30, 2008). The market value of the investment agreement asset
portfolio, including cash balances, was $4.2 billion as of August
31, 2008. In addition, the market value of interest rate
derivative contracts held by the GIC business is a positive
$180 million.

"The recent bankruptcy filing of Lehman Brothers Holdings Inc. is
expected to result in the early terminations of approximately
$1.2 billion in GIC liabilities. Approximately $900 million is
expected to terminate before the end of September, and the
remaining $300 million is expected to terminate by the end of
October. Management anticipates funding the terminations via a
combination of GIC investment portfolio resources and affiliate
transactions with AAC. Ambac believes that the $1.2 billion inter-
company facility, which was previously approved by the Office of
the Commissioner of Insurance of the State of Wisconsin, will be
sufficient to cover all the current obligations resulting from
Lehman's bankruptcy. AAC's investment portfolio is valued at
approximately $11.1 billion, with over $1.3 billion in cash and
short-term securities at August 31, 2008."

To see the current projected excess or shortfall of GIC assets at
market value over the estimated total collateral requirement and
prospective cumulative cash to be returned at various AAC rating
levels based on August 31, 2008 balances and incorporating the
impact of the Lehman-related GICs:

               http://ResearchArchives.com/t/s?32a9

Ambac Financial Group, Inc. (NYSE: ABK), headquartered in New York
City, is a holding company whose affiliates provide financial
guarantees and financial services to clients in both the public
and private sectors around the world.


AMERICAN AMMUNITION: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: American Ammunition Inc.
        3545 NW 71 Street
        Miami, Florida 33147

Bankruptcy Case No.: 08-23819

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
F&F Equipment, Inc.                                08-23828
Industrial Plating Enterprise Co.                  08-23836

Type of Business: The Debtors make ammunitions.
                  See: http://www.a-merc.com/

Chapter 11 Petition Date: September 23, 2008

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Coralee G. Penabad, Esq.
                  cpenabad@h-plegal.com
                  Hellinger & Penabad, PA
                  235 Altera Avenue
                  Coral Gables, FL 33146
                  Tel: (305) 567-2869

Total Assets: $400,000

Total Debts: $1,966,477

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

             http://bankrupt.com/misc/flsb08-23819.pdf


AMERICAN FIBERS: Seeks Court's OK to Use $7.7 Mil. GECC DIP Loan
----------------------------------------------------------------
American Fibers and Yarns Company and AFY Holding Company ask the
United States Bankruptcy Court for the District of Delaware for
authority to obtain up to $7,700,000 in debtor-in-possession
financing under a revolving credit facility with General Electric
Capital Corporation, as lender.

The Debtors tell the Court that they need to access, on the
interim, at least $3,653,237 in financing in accordance with the
proposed budget.

The Debtors entered into a loan and security agreement dated
June 28, 2005, with the lender to provide at least $12,000,000 in
revolving credit facility.  As of the company's bankruptcy filing,
the company has $7.6 million outstanding on account of revolving
credit loans and $115,000 on account of issued but undrawn letters
of credit.  Furthermore, as collateral security for all of the
obligations of the company, GE was granted a first priority lien
and security interest on substantially all of the company's
assets.

The Debtors tell the Court that they have an immediate need to use
financing to facilitate, among other things, their efforts to
continue to operate their businesses while the liquidate their
assets.

The committed $7,700,7000 DIP financing will incur a floating rate
equal to the Index Rate plus 1.25% per annum.

The lender will be paid a non-refundable closing fee of $200,000,
payable and fully earned at closing.

To secure their DIP obligations, the lender will be granted
priority over any and all administrative expenses and fees payable
under Section 28 of the United States Bankruptcy Code.  Moreover,
all financing under the DIP loan will be secured by a first
priority security interest in, and lien upon, all unencumbered
assets of the Debtors.

The DIP facility is subject to a $25,000 carve-out to pay fees and
expenses incurred by professional advisors retained by the Debtors
and the any committee.

The DIP facility contains customary and appropriate events of
default.

A full-text copy of the postpetition loan agreement between the
Debtors and the lender is available for free at:

               http://ResearchArchives.com/t/s?32ae

A full-text copy of the Debtors' 13 Week Cash Flow is available
for free at:

               http://ResearchArchives.com/t/s?32af

Headquartered in Chapel Hill, North Carolina, American Fibers and
Yarns Company -- http://www.afyarns.com/-- is a supplier of dyed  
yarns to the automotive and apparel industries.  The company and
its affiliates, AFY Holding Company, filed for Chapter 11
protection on Sept. 22, 2008 (Bankr. D. Del. lead case no. 08-
12176).  Edward J. Kosmowski, Esq., and Michael R. Nestor, Esq.,
at Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.  The Debtors selected RAS Management
Advisors LLC as proposed financial advisor.  Epiq Bankruptcy
Solution will serve as the Debtors' claims agent.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $10 million and $50 million.


AMERICAN HOME: Fitch Puts Ratings on Two Classes Under Neg. Watch
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on the two American Home
Mortgage Assets Trust net interest margin transactions listed
below:

American Home Mortgage Assets Trust 2006-AHM4N
  -- Class N-3 affirmed at 'BB-'.

American Home Mortgage Assets Trust 2006-AHM5N
  -- Class N-1 affirmed at 'A-';
  -- Class N-2, rated 'BBB-', placed on Rating Watch Negative;
  -- Class N-3, rated 'BB', placed on Rating Watch Negative.

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


AMERICAN INTERNATIONAL: Suspends Declaration of Dividends
---------------------------------------------------------
On September 23, 2008, American International Group, Inc.
announced that its Board of Directors has determined that it will
suspend the declaration of dividends on AIG's common stock.

               About American International Group

Based in New York City, American International Group Inc. --
http://www.aig.com/-- (NYSE: AIG) is an international insurance
and financial services organization, with operations in more than
130 countries and jurisdictions.  The company is engaged through
subsidiaries in General Insurance, Life Insurance & Retirement
Services, Financial Services and Asset Management.

The company's British headquarters are located on Fenchurch Street
in London, continental Europe operations are based in La Defense,
Paris, and its Asian HQ is in Hong Kong.  AIG owns Ocean Finance,
a United Kingdom based company providing home owner loans,
mortgages and remortgages.  AIG operates in the UK with the brands
AIG UK, AIG Life and AIG Direct.  It has about 3,000 employees,
and sponsors the Manchester United football club.  In response to
redemption demands, AIG Life (UK) suspended redemptions of its AIG
Premier Bond money market fund on Sept. 19, 2008, in order to
provide an orderly withdrawal of assets.

On September 18, 2008, American International Group, Inc. made a
filing on Form 8-K with respect to a revolving credit facility
with the Federal Reserve Bank of New York.

The summary of terms of the revolving credit facility provides
that AIG may borrow up to $85 billion from the NY Fed. AIG's
borrowings under the revolving credit facility will bear interest,
for each day, at a rate per annum equal to three-month Libor plus
8.50%. The revolving credit facility will have a 24-month term and
will be secured by a pledge of assets of AIG and various
subsidiaries. The revolving credit facility will contain
affirmative and negative covenants, including a covenant to pay
down the facility with the proceeds of asset sales.

The summary of terms also provides for a 79.9% equity interest in
AIG. The corporate approvals and formalities necessary to create
this equity interest will depend upon its form.

After the transaction, the company said in a statement: "AIG is a
solid company with over $1 trillion in assets and substantial
equity, but it has been recently experiencing serious liquidity
issues."

Subsequent to the announcement, Standard & Poor's Ratings Services
revised the CreditWatch status of most of its ratings on the AIG
group of companies--including its 'A-' long-term counterparty
credit ratings on American International Group Inc. and
International Lease Finance Corp. and the 'A+' counterparty credit
and financial strength ratings on most of AIG's insurance
operating subsidiaries -- to CreditWatch developing from
CreditWatch negative.   

Fitch Ratings revised its Rating Watch on American International
Group, Inc. to Evolving from Negative.  Fitch viewed this
transaction as a favorable development that alleviates significant
near-term liquidity concerns.
     
The Troubled Company Reporter reported on Sept. 19, 2008 that that
Edward Liddy replaced Robert Willumstad as AIG's CEO.

                     *     *     *          

In a U.S. Securities and Exchange Commission filing dated Aug. 6,
2008, AIG reported a net loss for the second quarter of 2008 of
$5.36 billion compared to 2007 second quarter net income of
$4.28 billion.  Second quarter 2008 adjusted net loss was
$1.32 billion, compared to adjusted net income of $4.63 billion
for the second quarter of 2007.  The continuation of the weak U.S.
housing market and disruption in the credit markets, as well as
global equity market volatility, had a substantial adverse effect
on AIG's results in the second quarter.

Net loss for the first six months of 2008 was $13.16 billion,
compared to net income of $8.41 billion in the first six months
of 2007.  Adjusted net loss for the first six months of 2008 was
$4.88 billion, compared to adjusted net income of $9.02 billion in
the first six months of 2007.


AMERICAN TRAILER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: American Trailer & Storage, Inc.
        3505 Manchester Trafficway
        Kansas City, MO 64129
        Tel: (816) 765-7771

Bankruptcy Case No.: 08-43929-11

Chapter 11 Petition Date: September 23, 2008

Court: Western District of Missouri (Kansas City)

Judge: Dennis R. Dow

Debtor's Counsel: Donald G. Scott, Esq.
                  dscott@mcdowellrice.com
                  McDowell Rice Smith & Buchanan
                  605 W. 47th Street, Suite 350
                  Kansas City, MO 64112
                  Tel: (816) 753-5400
                  Fax: 816-753-9996

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of American Trailer's 20 largest unsecured creditors is
available for free at:

               http://researcharchives.com/t/s?32a8


ANGIOTECH PHARMA: Moody's Cuts Ratings on Withdrawn Tender Offer
----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Angiotech
Pharmaceuticals, Inc. (Corporate Family Rating to Ca from B3 and
Probability of Default Rating to Ca from B2) following the
announcement that the company is withdrawing the tender offer
associated with its proposed transaction with Ares Management and
New Leaf Venture Partners and is taking additional steps to reduce
costs.

At the same time, Moody's confirmed Angiotech's SGL-4 Speculative
Grade Liquidity rating.  The rating outlook is negative.  This
concludes Moody's rating review that was initiated on July 2,
2008.

The multi-notch rating downgrade reflects Moody's concern that the
likelihood of a default is significantly higher because: (1)
already weak liquidity is further impaired by unexpected expenses
and the inability to fully realize previously announced cost cuts;
and (2) there is an increased risk that the company will modify
its capital structure in a manner that results in less than full
recovery for bondholders.

Diana Lee, a Senior Credit Officer at Moody's said, "The
withdrawal of the tender offer heightens uncertainty regarding
Angiotech's ability to meet its debt obligations."  This is
occurring as the company continues to see a decline in TAXUS
royalty revenues.

The negative outlook reflects the possibility that recovery rates
may be lower than anticipated under Moody's Loss Given Default
model.

Ratings downgraded:

Angiotech Pharmaceuticals, Inc.

  -- Corporate Family Rating to Ca from B3
  -- $325 Million Senior Unsecured Notes to Caa2, LGD2, 27% from
     B2, LGD3, 46%

  -- $250 Million Senior Subordinated Notes to C, LGD5, 82% from
     Caa1, LGD6, 91%

  -- Probability of Default Rating to Ca from B2

Rating affirmed:

  -- Speculative Grade Liquidity Rating at SGL-4

Angiotech Pharmaceuticals, Inc., founded in 1992, based in
Vancouver, Canada, is a specialty pharmaceutical and medical
device company that focuses on acute and surgical applications.

                       
APPLECORE LLC: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Applecore, LLC
        P.O. BOX 18035
        Reno, NV 89511

Bankruptcy Case No.: 08-51748

Chapter 11 Petition Date: September 23, 2008

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  steve@renolaw.biz
                  Belding, Harris & Petroni, Ltd.
                  417 W. Plumb LN
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

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

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

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

             http://bankrupt.com/misc/nvb08-51748.pdf


ARROW SPEED: Files for Chapter 11 Protection
--------------------------------------------
Dan Margolies at The Kansas City (Kansas) Star reports that Arrow
Speed Warehouse, Inc., and its wholly-owned subsidiary, Street
Side Auto, filed for bankruptcy protection on Tuesday.

According to The Kansas City Star, Arrow Speed said that it didn't
have enough working capital or financing to run the businesses and
was filing for bankruptcy to sell them as going concerns.  The
Kansas City Star relates that Arrow Speed plans to sell its assets
to Keystone Automotive Operations Inc.  Arrow Speed fired about 35
of its 213 workers on Monday, while some of the remaining
employees would remain after a sale, The Kansas City Star reports.

Arrow Speed's President and principal owner, Ronald L. Coppaken,
said on Tuesday that the firm had been hurt by the economic
downturn, the report states.  "It's the whole economy right now -???
$4 gas, low consumer confidence and consumers not having
discretionary income.  And then we sell a lot of truck
accessories, and quite frankly, the lack of light truck sales and
SUVs has caused our business to be down," the report quoted Arrow
Speed as saying.

The Kansas City Star states that Arrow Speed will be able to
secure a revolving line of credit of up to $17 million from PNC
Bank, its principal lender, in exchange of a first priority lien
on the company's assets.  Arrow Speed will use the loan to
continue operations, according to the report.

                          About Arrow Speed

Kansas City, Kansas-based Arrow Speed Warehouse, Inc. --
http://www.arrow-speed.com/-- sells motor vehicle parts.   
Established in 1957, Arrow Speed Warehouse has served the
automotive aftermarket for over 50 years.  Corporate offices and
the main warehouse are at 686 South Adams in Kansas City, Kansas.  
This facility houses over 100,000 square feet of warehouse space,
administrative offices and a centralized phone room.  Fully
stocked branch warehouses totaling over 300,000 square feet are
located in St. Louis, St. Paul, Houston, Dallas and Nashville.

The company filed for Chapter 11 protection on Sept. 21, 2008
(Bankr. W.D.Mo. Case No. 08-50698).  Scott J. Goldstein, Esq., at
Spencer Fane Britt & Browne LLP represents the company in its
restructuring effort.  The company listed assets of $26 million
and liabilities of $31.6 million when it filed for bankruptcy.


AUTOCAM CORP: Moody's Changes PDR to 'Caa3/LD' from Caa3
--------------------------------------------------------
Moody's Investors Service changed Autocam Corporation's
Probability of Default rating to Caa3/LD from Caa3 and affirmed
the Corporate Family Rating of Caa3 and Caa2 rating of the senior
secured credit facilities.  The rating action follows the
completion of a capital restructuring which included an exchange
of 20% of the senior secured debt for newly issued equity by its
parent Titan Holdings, Inc., a cash contribution by certain
shareholders of Titan of $20 million and a credit agreement
amendment.

Moody's considers the transaction a distressed exchange of the
rated term loan debt, thus has changed the PDR to Caa3/LD.  The
PDR will revert to Caa3 in approximately three days. The rating
outlook is negative.

The reduction of the debt of approximately 10% per Moody's
estimate does not materially alter the credit profile reflected in
Autocam's Caa3 CFR.  The company's cash flow generation remains
weak and leverage remains high despite the positive effect of the
debt reduction and the cash infusion by its equity holders as a
result of the restructuring.  The current rating reflects Moody's
continued concern on the company's weak operating performance
which has been impacted by reduced automotive production levels in
North American and Western Europe, as well as operational
difficulties at Autocam's French subsidiaries, among other
factors.

In Moody's opinion, the operating environment for automotive
supplier will remain challenged and Autocam's will likely persist,
offsetting the benefit from the restructuring.

The negative outlook continues to reflect the company's limited
prospect of near-term improvement in the operating performance in
light of a prolonged challenging operating environment for auto
suppliers which will continue for the next 12-18 months.  The
outlook also contemplates the company's weak liquidity position in
spite of the enhancement due to the cash infusion.

The rating action is as follows:

Autocam Corporation

  -- Corporate Family Rating: affirmed at Caa3
  -- Probability of Default Rating: changed to Caa3/LD from Caa3
  -- US denominated first lien term loan affirmed at Caa2
     (LGD-3, 39%)

  -- US denominated first lien revolving credit facility affirmed
     at Caa2 (LGD-3, 39%)

  -- Outlook, negative

Autocam Corporation France SARL

  -- Euro denominated first lien revolving credit facility
     affirmed at Caa2 (LGD-3, 39%)

Moody's last rating action was on August 15, 2008 when Autocam's
CFR was downgraded to Caa3 from B3 with negative outlook.

Autocam Corporation, headquartered in Kentwood, Michigan, is a
manufacturer of extremely close tolerance precision-machined,
metal alloy components, sub-assemblies, primarily for performance
and safety critical automotive applications.  Revenues in 2007
were approximately $387 million from operations in North America,
Europe, Brazil and China.


AVENTINE RENEWABLE: Declined Liquidity Cues Moody's Ratings Cut
---------------------------------------------------------------
Moody's Investors Service downgraded Aventine Renewable Energy
Holdings, Inc.'s Corporate Family Rating to B3 from B2 and the
rating on its senior unsecured notes to Caa1 from B3.  The
downgrades reflect the decline in the company's liquidity as it
continues capital spending for two new ethanol plants, and Moody's
expectations for weak future operating cash flows.

The speculative grade liquidity rating of SGL-4 was affirmed.  The
ratings were left on review for possible further downgrade.  The
following summarizes the ratings.

Aventine Renewable Energy Holdings, Inc.

Ratings changes:

  -- Corporate family rating -- B3 from B2
  -- Probability of default rating -- B3 from B2
  -- $300mm Sr unsec notes due 2017 -- Caa1 (LGD5, 77%) from B3
     (LGD5, 76%)

Ratings affirmed:

  -- Speculative grade liquidity rating - SGL-4

The downgrade in Aventine's CFR was driven by the expectation that
the firm's liquidity will decline further and that alternate
sources of liquidity may be unavailable due to the current
tumultuous capital markets conditions.  The company is in the
process of building two new ethanol plants due for completion in
the first quarter of 2009, and may not have sufficient funds to
complete the construction as well as provide sufficient liquidity
as a cushion against unforeseen sector events, declines in
commodity margins, elevated working capital needs and hedging
margin requirements.

Remaining spending on the two plants was estimated at $190 million
as of June 30, 2008, while the company had available sources of
funds totaling approximately $195.7 million ($114.4 million in
cash and $81.3 million in availability under its revolver).  The
company is not expected to have access to the last $50 million of
availability under its revolver if it continues with the
construction of its two new ethanol facilities since it is
anticipated that the fixed charge coverage ratio will not be in
excess of 1.10:1.00 during 2009.

Ethanol industry conditions remain unattractive due to
historically high corn prices (although corn prices have declined
from peak prices above $7/bushel), elevated natural gas commodity
input costs and ethanol pricing slightly above marginal cost that
has led to slim cash operating margins, elevated working capital
requirements and lackluster cash flow from operations.

Continuation of such commodity prices could lead to lower cash
flows that would not ease the expected tight liquidity situation.  
Aventine's liquidity currently is supported by its cash balances
and revolving credit facility, but it cannot rely on future cash
flow from operations to improve liquidity or supply funding for
new plant construction.  Therefore, the company has indicated it
is evaluating a number of actions to improve liquidity, including
reducing inventory levels, seeking additional debt and equity
financing, potentially delaying construction or start-up of its
Aurora, Nebraska and/or Mt. Vernon, Indiana expansions and other
strategic initiatives.

Moody's review will examine Aventine's ability to preserve its
existing liquidity, raise additional sources of liquidity, manage
its commodity exposures and generate cash in the current difficult
ethanol industry operating environment.

Aventine is a producer and marketer in the United States of
ethanol used as a blending component for gasoline.  It produces
ethanol and co-products at its wholly-owned Pekin, Illinois wet
milling and dry milling plants, and its 78.4% owned dry milling
Aurora, NE plant.

Additionally, the firm operates a marketing alliance that pools
ethanol from multiple third party producers and sells it
nationwide for which it receives a commission and cost recovery of
inventory carrying costs and certain SG&A expenses.  The last
rating action was on May 8, 2008, when Moody's lowered Aventine's
speculative grade liquidity rating to SGL4 (poor liquidity) from
SGL3 (adequate liquidity).  Revenues for the LTM ended June 30,
2008 were approximately $1.9 billion.


AVENTINE RENEWABLE: Facility Amendment Cues S&P's Rating Cuts
-------------------------------------------------------------
Standard & Poor's Ratings lowered its long-term corporate credit
and senior unsecured ratings on Aventine Renewable Energy Holdings
Inc. to 'B' from 'B+'.  The outlook remains negative.
     
The ratings action follows an amendment to Aventine's senior
secured revolving credit facility that will effectively reduce its
bank revolver availability by $50 million.  Faced with reduced
liquidity and poor prospects for raising additional capital
Aventine will find itself reliant on volatile ethanol market crush
spreads to provide adequate funding for its cash needs over the
next four quarters.
     
The recent credit agreement amendment affects the calculation of
Aventine's fixed charge coverage ratio, which is covenanted to
remain above 1.1x should the remaining revolver balance be drawn
below $50 million.

"Under the new calculation, management does not expect the ratio
to rise above 1.1x until after 2009, effectively preventing
Aventine from accessing the last $50 million under its revolver,
said Standard & Poor's credit analyst Mark Habib.
     
Aventine is currently scheduled to complete construction on two
new facilities (in Aurora, Neb. and Mount Vernon, Ind.) in the
first half of 2009, and S&P views ample liquidity as critical to
its operations until then.  Based on second-quarter 2008 results,
the company has roughly $195.7 million of liquidity, consisting of
$114.4 million in cash and $81.3 million under the revolver (this
excludes the last $50 million of the credit facility).  In
addition, S&P has conservatively assumed quarterly net income from
ethanol marketing of $3.3 million due to their uncontracted nature
and the potential for adverse market and credit conditions to
affect prices and volumes.  This raises total projected cash
sources to $208.9 million before cash from ethanol production.
     
Projected construction costs currently stand at $190 million.  
Assuming all 226 million gallons of new capacity are successfully
brought on line, working capital needs will increase.  Using a 10-
day and 15-day inventory assumption for corn and ethanol,
respectively--and assuming $5.50 per bushel and $2.50 per gallon
in carrying costs--working capital requirements will increase by
$30 million, but higher commodity prices would increase this
amount.  This figure gives full credit for expected just-in-time
corn delivery at Mount Vernon, which would eliminate corn
inventory at that facility.  

Since the borrowing base calculation of the revolver includes 70%
of inventories, the available balance will resize to cover some of
the new costs, resulting in a net incremental cash requirement of
$9 million.  Aventine will also need additional cashto maintain
inventories under its ethanol marketing agreements and, more
significantly, for interest payments on its high-yield debt and
its revolver draws.
     
The assumed sources and uses of funds described above result in a
funding deficit.  While management has discussed debt/equity
financing and inventory management as potential options, S&P does
not expect them to be viable or sufficient in the short term.  To
avoid a suspension of construction to reduce costs, Aventine will
have to rely on operating margins to help finance its commitments.
Assuming 75 cents/gallon for plant operating costs and overhead,
Aventine must realize an average minimum crush spread of 88 cents,
a 13 cent/gallon margin, to fund the remaining estimated costs
through construction.  This assumes no further cash uses. Should
construction costs increase, future hedge positions require
collateral posting, marketing revenue decline, or working capital
needs rise, the minimum crush spread will increase.
     
In short, total cash needs through the completion of construction
will exceed current liquidity and marketing revenues, requiring an
88-cent crush spread to provide margins that are adequate to
finance the shortfall.  Current crush spreads are at about $1.25.
While this is well above Aventine's minimum requirement,
historical crush spreads have been below 88 cents 18% of the time
since the start of 2005, most recently in July 2008.

The negative outlook reflects the company's long-term exposure to
volatile corn, ethanol, and natural gas prices, as well as debt
levels that increase financial risk in this uncertain environment.
It also highlights S&P's short-term concerns about the company's
liquidity, which has been further constrained by the amended
credit agreement.  S&P will continue to monitor Aventine's cash
and liquidity position closely.  Market conditions will have a
strong influence on the company's credit quality.  Among key
credit drivers will be construction progress and realized crush
spreads. S&P could lower the rating if construction experiences
cost overruns or long term delays, if realized crush spreads fall
below 88 cents per gallon, or if unanticipated cash needs place a
further strain on liquidity.


AXS-ONE INC: Robert Migliorino Quits from Board
-----------------------------------------------
AXS-One Inc. disclosed in a Securities and Exchange Commission
filing that on Sept. 5, 2008, Robert Migliorino, a director of the
company, resigned from its Board of Directors.

                        About AXS-One Inc.

Headquartered in Rutherford, N.J., AXS-One (OTC BB: AXSO)
-- http://www.axsone.com/-- provides Records Compliance    
Management software solutions.  The AXS-One Compliance Platform
enables organizations to implement secure, scalable and
enforceable policies that address records management for corporate
governance, legal discovery and industry regulations such as
SEC17a-4, NASD 3010, Sarbanes-Oxley, HIPAA, The Patriot Act and
Gramm-Leach Bliley.  AXS-One has offices worldwide including in
the United States, Australia, Singapore, United Kingdom and South
Africa.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 25, 2008,
Amper, Politziner, & Mattia, P.C., in Edison, N.J., expressed
substantial doubt about AXS-One Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's losses from operations and
working capital deficiency.

The company has generated losses from operations of $1,752,000 for
the three months ended March 31, 2008.  Additionally, the company
was not in compliance with its quarterly license revenue covenant
as of March 31, 2008.  The bank waived such violation and changed
the covenants for future periods from a minimum license revenue
covenant and minimum three month rolling net loss covenant to (a)
a minimum three month rolling EBITDA covenant, (b) minimum cash
and accounts receivable availability covenant and (c) a minimum
equity infusion covenant of $500,000.

                       
ASARCO LLC: Court Grants Tentative OK of Disclosure Statement
-------------------------------------------------------------
The U.S. Bankruptcy Court in Corpus Christi, Texas, tentatively
approved ASARCO LLC's disclosure statement, subject to final
approval of the form of an order, finding that it contains
adequate information and can be used to explain and solicit
creditor votes for its chapter 11 reorganization plan.  Plan
confirmation is expected to occur at the conclusion of hearings
that will begin the week of Nov. 17, 2008.

The court also tentatively approved, subject to final approval of
the form of an order, the disclosure statement filed by ASARCO's
parents, ASARCO Incorporated and Americas Mining Corporation,
which have filed a competing plan. Creditors will receive a
ballot to vote for or against one or both plans, and, if voting
in favor of both, to express a preference between the two plans.  
If the court finds that both plans are confirmable, it must look
at the expressed preferences of creditors and equity in
determining which plan to confirm.

"The plans are markedly different," Joseph F. Lapinsky, president
and CEO of ASARCO LLC, said.  "Our parents' proposal is a time-
consuming litigation plan, as our major creditors have repeatedly
stated. Ours, by contrast, is a comprehensive settlement plan."
This global settlement culminated from three long years of
negotiation, litigation and mediation by ASARCO and its major
creditors.  It was finally achieved under the guidance of a
federal bankruptcy judge from Louisiana who was appointed as a
mediator in the case. The federal government has described this as
"the most complicated environmental bankruptcy in United States
history."

As part of the settlement under ASARCO's plan, the company will
give $1.6 billion in cash plus interests in a litigation trust to
federal and state governments to pay its fair share of
environmental liability at over 75 sites across the country --
making this the largest environmental settlement in history.

"ASARCO's payments will infuse much-needed cash into federal and
state coffers, allowing governments to clean up some of the
largest sites on the Superfund National Priorities List," stated
Mr. Lapinsky.

                          About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


AVANI INTERNATIONAL: Files Amendment to 2007 Annual Report
----------------------------------------------------------
Avani International Group Inc. has filed an amendment to its Form
10-KSB for the period ended Dec. 31, 2007.

The Company made revisions to the "Management's Report on Internal
Controls over Financial Reporting" portion of their Annual Report.  
"Amendment No. 1 amends and restates only Part II, Item 8A,
Controls and Procedures and the certifications contained in
Exhibits 31.1 and 31.2 to relate to the Company's internal
controls over financial reporting," the SEC filing said.

Avani posted $373,419 in operating losses and $64,475 in net
profit for fiscal year ended Dec. 31, 2007, compared with $370,508
in operating losses and $321,046 in net losses for the fiscal year
ended Dec. 31, 2008.

                    About Avani International

Based in West Vancouver, B.C., Canada, Avani International Group
Inc. (OTC: AVIT) is seeking a joint venture partner or licensee in
the Far East, mainly Malaysia, for the purpose of re-commencing
operations utilizing the company's oxygenated equipment.  Under
this arrangement, the company expects that its licensee or joint
venture partner will engage in the actual manufacture and sale of
its oxygenated product, subject to the payment of a yet to be
determined royalty to the company.

As of Dec. 31, 2007, the company had not entered into any binding
arrangements regarding its proposed joint venture or licensee
arrangements.  The company previously constructed a bottling
facility and engaged in the business of bottling and distributing
a bottled water product under the trade name Avani Water, which is
oxygen enriched, purified bottled water produced from technology
developed by the company.

                       Going Concern Doubt

Jeffrey Tsang & Co., in Hong Kong, expressed substantial doubt
about Avani International Group Inc.'s ability to continue as a
going concern after auditing the the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm pointed to the company's recurring losses from
operations.


BAYWOOD INTERNATIONAL: Acquires Skae Beverage for $3.8 Million
--------------------------------------------------------------
Baywood International Inc. disclosed in a Securities and Exchange
Commission filing that effective Sept. 9, 2008, the company --
together with its wholly owned subsidiary Baywood New Leaf
Acquisition, Inc., a Nevada corporation -- entered into an Asset
Purchase Agreement with Skae Beverage International, LLC, a
Delaware limited liability company, and Eric Skae, an individual.  

Pursuant to the Asset Purchase Agreement, Baywood purchased
substantially all of the rights and assets of Skae Beverage's
business, including but not limited to its equipment, inventory,
accounts receivable, cash and cash equivalents, intellectual
property, records, goodwill, licenses, assumed contracts and the
name "New Leaf" and any variant.  Certain rights and assets were
excluded from the purchased assets as set forth in the Asset
Purchase Agreement.  Prior to the acquisition, Mr. Skae owned all
of the outstanding equity interests of Skae Beverage.  

In exchange, the company agreed to pay an aggregate purchase price
of $3,800,000 and assume certain liabilities of Skae Beverage.  
The $3,800,000 purchase price is comprised of a series of 8%
Subordinated Promissory Notes in the aggregate principal amount of
$1,000,000 to various creditors of Skae Beverage, including Mr.
Skae, referred to as the "Skae Family and Friends Note," as well
as a payment to Skae Beverage of $2,800,000 payable in a
combination of cash and securities comprised of:

   -- $400,000 in cash;

   -- $1,000,000 principal amount of an 8% Convertible
      Subordinated Promissory Note;

   -- $100,000 principal amount of an 8% Convertible Subordinated
      Promissory Note; and

   -- 1,444,444 shares of Baywood restricted common stock valued
      at $1,300,000.

In addition, if earned, Baywood agreed to pay Mr. Skae a deferred
payment on the 120th day following the first, second and third
anniversaries of the closing date in the event certain financial
milestones are met for the 12 month periods ending on Sept. 30,
2009, Sept. 30, 2010 and September 30, 2011.  The Earnout Payments
may not exceed an aggregate of $4,776,100.  

Mr. Skae may elect to convert all or any part of an Earnout
Payment into shares of Baywood restricted common stock at a
conversion price equal to $1.00, $1.50 and $2.00 per share, with
respect to any Earnout Payment relating to the first, second and
third Reference Year, subject to adjustment for stock splits,
reverse stock splits, consolidations or other similar actions by
the company.

The Skae Family and Friends Notes accrue interest at a rate of 8%
per year and are payable as to:

   -- no less than $25,000 and no more than $50,000 every three
      months commencing on the first anniversary of the issuance       
      date; and

   -- any and all remaining principal and any accrued but unpaid
      interest are due in a single lump sum on the fifth
      anniversary of the issuance date.  

Any interest accrued during the 12 month period following issuance
shall be due and payable in arrears on the first anniversary of
the date issued.  Any accrued interest during the 48 months
following the first anniversary of the issuance shall be payable
in arrears in quarterly installments on each three-month
anniversary of the first anniversary of the date issued.   The
company may prepay the Skae Family and Friends Notes in whole or
in part at any time without premium or penalty or discount,
together with accrued interest to the date of payment on the
principal amount prepaid.

Upon an event of default, the holder may convert all or any
portion of the Skae Family and Friends Note into shares of Baywood
restricted common stock at an initial conversion price of the
greater of:

   -- 60% of the average of the last reported closing price of a     
      share of Baywood common stock for the 20 business days
      immediately preceding such day of determination; and

   -- $0.85, subject to adjustment.  

In order to prevent dilution, if (i) is lower than (ii) on the day
of conversion, Baywood must pay to the holder additional
compensation as set forth in the Skae Family and Friends Note.
Upon the happening of any event of default, the entire principal
and all accrued but unpaid interest thereon, at the option of the
holder, may be declared and thereupon shall become immediately due
and payable.  

The $1,000,000 Note and the $100,000 Note, together the "Notes,"
have substantially similar terms except with respect to the
principal amount, conversion and prepayment.  The $1,000,000 Note
is convertible in whole or in part into shares of Baywood
restricted common stock at any time, however Baywood may prepay
the $1,000,000 Note at any time without penalty, together with
accrued interest to the date of payment on the principal amount
prepaid.   The $100,000 Note is convertible in whole or in part at
any time from and after Sept. 8, 2009 into shares of restricted
common stock.   Both Notes are convertible at $1.50 per share,
subject to adjustment. The Notes are payable in full on the fifth
anniversary of the issuance date.  Notwithstanding, Skae Beverage
has the right, exercisable by notice in writing at any time on or
after February 28, 2009, to declare $150,000 of the principal
amount of the $1,000,000 Note to be due and payable on March 31,
2009, if such amount is requested by Skae Beverage or Eric Skae to
satisfy liabilities arising from the transactions contemplated by
the Asset Purchase Agreement.  Interest accrues on the Notes at a
rate of 8% per year.  Any interest accrued during the 12 month
period following issuance is due and payable in arrears on the
first anniversary of the date of issuance.  Any accrued interest
during the 48 months following the first anniversary of the
issuance is payable in arrears in quarterly installments on each
three-month anniversary of the first anniversary of the date of
issuance.  Upon the happening of any event of default, the entire
principal and all interest thereon, at the option of the holder,
may be declared and thereupon shall become immediately due and
payable.  

                Employment Agreement with Eric Skae

Effective Sept. 9, 2008, upon the closing of the Asset Purchase
Agreement, the company entered into an employment agreement with
Mr. Skae whereby Mr. Skae agreed to serve as Vice President of the
company and President of Baywood's wholly owned subsidiary,
Baywood New Leaf Acquisition, Inc.  

Additionally, pursuant to the Asset Purchase Agreement and the
Employment Agreement, the company agreed to cause its board of
directors to appoint Mr. Skae to serve on the board within 30 days
of the closing of the Asset Purchase Agreement.  

The parties further agreed to maintain this appointment, subject
to approval by Baywood shareholders in accordance with the
Articles of Incorporation and By-laws, for the longer of:

   -- such period as Baywood owes Mr. Skae an amount exceeding
      $150,000 in connection with the sale and purchase of the
      assets; or

   -- Mr. Skae is employed by Baywood New Leaf Acquisition in the
      office of President, or such other office where the duties  
      are materially similar to those duties as President.  

The company agreed to reimburse Mr. Skae's reasonable expenses as
a member of the board in accordance with Baywood's reimbursement
policy as it may be amended from time to time.

Pursuant to the terms of the Employment Agreement, Mr. Skae's
primary responsibility will be to oversee the operation of the
business formerly conducted by Skae Beverage as well as other
duties and responsibilities as shall be assigned to him by the
company\u2019s Chief Executive Officer and board of directors.

In addition to receiving an annual base salary of $175,000 and
benefits as compensation for his services, Mr. Skae will be
entitled to an annual achievement bonus award based on 4% of the
net profits of the business formerly conducted as Skae Beverage,
referred to as an "Annual Bonus," and provided he meets certain
performance criteria established by the board, an annual 5%
increase in his base salary.  The Annual Bonus may not be less
than $50,000 per year, prorated for partial fiscal years.  

Mr. Skae will also be entitled to options to purchase 250,000
shares of the common stock pursuant to Baywood's 2008 Stock Option
Plan.  These options will have an exercise price equal to the
market price on the initial grant date and vest as to 20% on the
initial grant date and 20% on each anniversary following the
initial grant date.  The options will expire if not exercised
within five years after the vesting date.  

The company will also provide Mr. Skae with the option to
participate in any of its benefit plans which the company make
generally available to other similarly situated senior level
employees performing similar functions as Mr. Skae and the company
will maintain key man life insurance on the life of Mr. Skae in
the amount of $2,500,000 for the benefit of the company.  Further,
the company agreed to provide Mr. Skae with a monthly automobile
allowance of $750 per month.

The Employment Agreement has a term of five years.  Baywood has
the right to terminate the Employment Agreement with Mr. Skae,
with or without cause, upon written notice.  Mr. Skae may
terminate the Employment Agreement for good reason at any time, or
without cause upon 30 days written notice.  In the event the
company terminate without cause, or if Mr. Skae terminates for
good reason, and he is not in breach of certain representations
set forth in the Employment Agreement including customary non-
compete, non-solicitation and confidentiality representations, he
will be entitled to receive a base salary for the remainder of the
term as well as medical benefits for the lesser of:

   -- 12 months following such termination; or

   -- the remainder of the term, had such termination not
      occurred.  

In addition, Mr. Skae will be entitled to receive the Annual Bonus
he would have received at the end of the fiscal year of such
termination or a pro rata portion of such Annual Bonus if he was
not employed for the first six months of the fiscal year in which
his employment terminated.   

                   About Baywood International

Headquartered in Scottsdale, Ariz., Baywood International Inc.
(OTC BB: BYWD) -- http://www.bywd.com/-- is a nutraceutical
company specializing in the development, marketing and
distribution of nutraceutical products under the LifeTime(R) and
Baywood brands.

                       Going Concern Doubt

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Baywood International Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations and  
working capital deficiency.

The Troubled company Reporter reported on Aug. 26, 2008, that
Baywood International Inc. disclosed a net loss of $559,443 on net
sales of $3,399,422 for the second quarter ended June 30, 2008,
compared with a net loss of $770,187 on net sales of $3,206,550 in
the same period last year.  At June 30, 2008, the company's
consolidated balance sheet showed $13,057,856 in total assets,
$10,304,869 in total liabilities, and $2,752,987 in total
stockholders' equity.  The company's consolidated balance sheet at
June 30, 2008, showed strained liquidity with $3,136,904 in total
current assets available to pay $9,456,099 in total current
liabilities.


BEAR STEARNS: Fitch Affirms Low-B Ratings on Three Cert. Classes
----------------------------------------------------------------
Fitch Ratings upgraded Bear Stearns Commercial Mortgage
Securities, commercial mortgage pass-through certificates, series
1999-WF2, as:

  -- $27 million class E to 'AAA' from 'AA+';
  -- $10.8 million class F to 'AA+' from 'AA';
  -- $21.6 million class G to 'A' from 'A-';
  -- $16.2 million class H to 'BBB' from 'BBB-'.

In addition, Fitch affirmed these:

  -- $343.5 million class A-2 at 'AAA';
  -- Interest only class X at 'AAA';
  -- $43.2 million class B at 'AAA';
  -- $43.2 million class C at 'AAA';
  -- $10.8 million class D at 'AAA';
  -- $8.1 million class I at 'BB';
  -- $9.5 million class J at 'B+';
  -- $10.8 million class K at 'B-'.

The $2.4 million class L remains at 'C/DR5'.  Class A-1 has paid
in full.

The upgrades reflect an additional 21.9% paydown since Fitch's
last review and stable performance of the transaction.  As of the
September 2008 distribution date, the pool's aggregate principal
balance has been reduced 49.4%, to $547.2 million from
$1.08 billion at issuance.  Forty loans (20.6%) have defeased.  
There are currently no delinquent or specially serviced loans.

There are 93 non-defeased loans (57.5%) scheduled to mature within
the next 12 months.  The loans have interest rates ranging from
5.70% to 8.99% and a servicer-reported weighted average debt
service coverage ratio of 2.08 times.


BEAR STEARNS: Fitch Puts 'BB+' Rated Certs. Under Negative Watch
----------------------------------------------------------------
Fitch Ratings places one class of Bear Stearns commercial mortgage
pass-through certificate, series 2004-BBA3 on Rating Watch
Negative as:

  -- $18.7 million class L rated 'BB+'.

The Rating Watch Negative placement is a result of the upcoming
maturity of the transaction's remaining loan, Riverside Center.  
The loan is scheduled to mature on Nov. 12, 2008 and has no
extension options remaining.  The most recent reported occupancy
as of June 2008 is 91.4%, however Steve & Barry's (5.3%) has
rejected their lease.  Linens & Things (4.6%) is also a tenant but
the store is not currently listed as a site to be closed.

Although, A.C Moore Arts & Crafts is not collateral for the loan,
their lease expires in December 2008 and it is uncertain at this
time whether they intend to renew.

The Riverside Center loan is secured by a 633,503 square foot (sf)
retail shopping center located in Utica, New York.  The center is
anchored by Wal-Mart, Lowe's, and BJ's Wholesale Club.


BEARD COMPANY: Issues 518,323 Shares After Notes Conversion
-----------------------------------------------------------
The Beard Company disclosed in a Securities and Exchange
Commission filing that it issued 468,241 of its common shares on
Sept. 3, 2008, and 50,082 of common shares on Sept. 9, 2008 --
total of 518,323 shares.  The company said 1.46 fractional shares
were cashed out, and 3.46 fractional shares were placed in
suspense pending conversion of additional fractional shares --
total of 4.92 shares.

The issuance of the shares was pursuant to its Form 8-K on
Aug. 28, 2008, when the company advised that it had notified the
holders of $46,332 of its outstanding 12% Series A Convertible
Subordinated Notes due Aug. 30, 2008 and the holders of $511,995
of its outstanding 12% Series B Convertible Subordinated Notes due
Nov. 30, 2008 that they must convert their 2008 Notes by Sept. 22,
2008.

All of the 2008 Notes have a Conversion Price of $1.00 per share.
Between Aug. 25, 2008 and Sept. 4, 2008, holders of $518,327.92 of
the 2008 Notes elected to convert them prior to the Forced
Conversion Date.

                     About The Beard Company

Based in Oklahoma City, The Beard Company (OTC BB: BRCO)
http://www.beardco.com/-- through its subsidiaries, is    
principally engaged in coal reclamation in the United States.  
It operates in four segments: Coal Reclamation, Carbon Dioxide,
e-Commerce, and Oil and Gas.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 23, 2008,
Cole & Reed, P.C., in Oklahoma City, expressed substantial doubt
about The Beard Company's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  Cole & Reed pointed to
the company's recurring losses and negative cash flows from
operations.

The Beard Company's consolidated balance sheet at June 30, 2008,
showed $2,301,000 in total assets and $9,106,000 in total
liabilities, resulting in a $6,805,000 total shareholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,300,000 in total current assets
available to pay $3,154,000 in total current liabilities.

The company reported a net loss of $516,000 on revenues of
$373,000 for the second quarter ended June 30, 2008, compared with
a net loss of $611,000 on revenues of $330,000 in the same period
last year.

Continuing operations posted a net loss of $283,000 compared to
$333,000 for the same period in 2007.  

Financial results also included losses of $233,000 from  
discontinued operations for the second quarter of 2008 compared to
$278,000 for the same period in 2007, as a result of the
discontinuance of three of the company's segments.


BIOFORCE NANOSCIENCES: Unveils Prospectus for Share Sale
--------------------------------------------------------
BioForce Nanosciences Holdings Inc. has filed with the Securities
and Exchange Commission a prospectus relating to the sale of up to
an aggregate of 6,314,000 shares of its Common Stock, which may be
offered by the selling stockholders for their own account.  Of the
shares, 1,060,895 shares were outstanding as of Sept. 2, 2008, and
5,253,105 shares are issuable upon conversion or exercise of
securities that were issued to the selling stockholders and the
payment of dividends on certain of the securities.

BioForce Nanosciences also disclosed that 574,000 shares are
issuable upon exercise of certain Common Stock purchase warrants
and Series A 8% Convertible Preferred Stock, par value $0.001 per
share purchase warrants issued as compensation to TriPoint Global
Equities, LLC, a FINRA registered broker dealer, and its designees
in the company's August 2007 private placement.  

A full-text copy of the company's share issue prospectus is
available for free at http://researcharchives.com/t/s?327d

                       Going Concern Doubt

Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, expressed
substantial doubt about BioForce Nanosciences Holdings Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's substantial losses from operations and limited sales of
its products.

                   About BioForce Nanosciences

Headquartered in Ames, Iowa, BioForce Nanosciences Holdings Inc.
(OTC BB: BFNH) -- http://www.bioforcenano.com/-- creates products   
and solutions for the life sciences by integrating biological and
mechanical systems at the micro and nano scales.  BioForce's
flagship product, the Nano eNabler(TM) molecular printer, gives
the company and its customers a platform for development and
discovery by printing tiny domains of biological materials on
surfaces with nanometer spatial precision.  BioForce technology is
being used in areas such as biosensor functionalization; pattering
and cell adhesion; and the printing of proteins to guide neural
cell growth.



BLUE WATER: Inks Stipulations to Extend Lease Decision Deadline
---------------------------------------------------------------
Blue Water Automotive Systems Inc. and its debtor-affiliates
entered into separate stipulations with four parties extending the
deadline for the Debtors to decide whether to assume or reject
their leases with each party:

   Counterparty                    Extended Deadline
   ------------                    -----------------
   RL Enterprises, LLC             Sept. 30 or Oct. 31, 2008
   JMW Industries                  Sept. 30, 2008
   Michael P. Angelini             Nov. 30, 2008
   Blue Water Automotive           Sept. 30, 2008
      Systems Properties L.L.C.

The U.S. Bankruptcy Court for the Eastern District of Michigan has
approved the deals.

If the Debtors will serve a rejection notice on Oct. 31, 2008, to
RL, the Debtors will pay RL the rent for the month of October 2008
due under the RL Lease.

The Debtors may assume or reject the JMW Lease to the later of
September 30, 2008 or to an other date depending on the Debtors'
notice to JMW.  Upon service of a Notice, the Debtors will pay to
JMW the rental payment due under the JMW Lease for the period
October 1, 2008, and until the date specified in the Notice.

In the event the Debtors serve a rejection notice to Mr. Angelini
later than Sept. 30, 2008, the Debtors will pay rent, in advance,
to the Lease until November 30, 2008, or the service of the
Notice.

                 About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196). Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serve as the Debtors' bankruptcy counsel.
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  As of June 30, 2008, the Debtors'
unaudited balance sheet showed $93,264,863 in total assets and
$108,300,898 in total liabilities.

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

(Blue Water Automotive Bankruptcy News, Issue No. 29, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


BLUE WATER: Submits Amended Draft on Michigan Equipment Sale
------------------------------------------------------------
John A. Simon, Esq., at Foley & Lardner LLP, in Detroit,
Michigan, on behalf of Blue Water Automotive Systems Inc. and its
debtor-affiliates, delivered to the U.S. Bankruptcy Court for the
Eastern District of Michigan an amended draft order regarding the
Debtors' proposed sale of equipment to Engineered Plastic
Components Inc., for $3,000,000, to exclude an equipment leased to
the Debtors by General Electric Capital Corporation.

The amended draft order also provides that Engineered Plastics
receives no right to use the software leased by Infor Global
Solutions to the Debtors.  The Software are in the computers to
be sold to Engineered Plastic.  Engineered Plastic may only use
the Software upon obtaining a license for use from Infor.  
Otherwise, Engineered Plastic will either remove, return or
destroy the Infor Software, and give proof to Global Solutions.

Contingent to the closing of the Engineered Plastic Sale is the
sale of the Debtors' real property in Haas, Michigan to CIT
Capital USA Inc., in the form of a credit bid for $3,000,000.    
Accordingly, at the closing, CIT Capital will reduce the Debtors'
debts by $3,000,000.

                 About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196). Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serve as the Debtors' bankruptcy counsel.
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  As of June 30, 2008, the Debtors'
unaudited balance sheet showed $93,264,863 in total assets and
$108,300,898 in total liabilities.

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

(Blue Water Automotive Bankruptcy News, Issue No. 29, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


BOSCOV'S INC: Section 341(a) Meeting Adjourns on October 22
-----------------------------------------------------------
David M. Klauder, Esq., trial attorney for the United States
Trustee for the District of Delaware, informs that the meeting
creditors in Boscov's Inc. and its affiliated debtors' Chapter 11
cases, pursuant to Section 341 of the Bankruptcy Code, is
adjourned to Oct. 22, 2008, at 12:00 p.m., at the U.S. Federal
Bldg., 844 King Street, Room 5209, in Wilmington, Delaware.

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.  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.  

(Boscov's Bankruptcy News; Issue No. 8; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BOSCOV'S INC: Court Approves KPMG LLP as Accountants and Auditors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Boscov's Inc. and its affiliated debtors to employ KPMG LLP as
their accountants and auditors.

As reported in the Troubled Company Reporter on Aug. 21, 2008 ,
KPMG will provide Tax Compliance Services, under which it is
expected to:

   (a) prepare federal and state tax partnership tax returns and
       supporting schedules for Boscov's Department Store LLC;

   (b) prepare corporate tax returns and supporting schedules for
       Boscov's Inc. and its subsidiaries; and

   (c) advise and assist the Debtors regarding tax planning
       issues, including assistance in estimating net operating
       loss carryforwards and state and local taxes.

KPMG will also provide Tax Consulting Services, whereby it is
expected to:

   (a) assist the Debtors in computing the retail selling prices
       of the goods on hand at Jan. 31, 2008, on tax basis;

   (b) review future temporary and promotional mark-downs which
       did not occur as of Jan. 31, 2008;

   (c) prepare the necessary forms to file a change in method of
       accounting with the Internal Revenue Service; and

   (d) assist the Debtors in responding to any IRS information
       data requests.

As the Debtors' accountants and auditors, KPMG is expected to:

   (a) conduct an audit of the Debtors' financial statements;

   (b) analyze, as well as audit accounting issues and
       transactions; consult with the Debtors' management
       regarding the proper accounting treatment of events, as
       allowed by professional standards; and

   (c) assist the Debtors in evaluating the design and
       effectiveness of the internal and operational controls as
       allowed by professional standards.

KPMG is also expected to provide other consulting, advice
research, planning, tax analysis, accounting and audit services
as may be necessary or requested from time to time.

The firm will charge the Debtors for audit, audit-related and
other services at these rates:

     Professional                         Hourly Rate
     ------------                         -----------
     Partners                             $525 - $875
     Managing Partners                    $465 - $825
     Senior Managers                      $410 - $800
     Managers                             $270 - $675
     Senior Associates                    $215 - $525
     Associates                           $160 - $325
     Para-professionals                   $110 - $175

Tax compliance services to the Debtors will be billed at these
rates:

     Professional                         Hourly Rate
     ------------                         -----------
     Partners                             $360 - $660
     Managing Partners                    $325 - $620
     Senior Managers                      $285 - $600
     Managers                             $185 - $510
     Senior Associates                    $150 - $375
     Associates                           $135 - $245
     Para-professionals                    $75 - $135

Moreover, tax consulting services will be billed at these rates:

     Professional                         Hourly Rate
     ------------                         -----------
     Partners                             $515 - $875
     Managing Partners                    $465 - $825
     Senior Managers                      $410 - $800
     Managers                             $270 - $675
     Senior Associates                    $215 - $500
     Associates                           $200 - $325
     Para-professionals                   $110 - $175

KPMG said will also be reimbursed for necessary expenses incurred
in performing services for the Debtors.

Vincent Drozd, a partner at KPMG, disclosed that during the 90
days before the Petition
Date, the Debtors paid KPMG approximately $358,400 for services
rendered and expense incurred, and do not owe the firm any
prepetition obligations.

Mr. Drozd assured the Court that KPMG does not hold or represent
any interest adverse to the Debtors' estates, and is a
"disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

The Court ruled that KPMG will not employ tax professionals from
member firms of KPMG International without Court approval; and
that the Debtors must, should there be additional engagement
letters for advisory and tax services entered into between the
Debtors and KPMG, file those engagement letters with the Court.  
The Debtors must also serve copies of that letter with the U.S.
Trustee, counsel to the Debtors' secured lenders, the Official
Committee of Unsecured Creditors, the Court further ruled.

Prior to the entry of the order, Acting U.S. Trustee of Region 3,
Roberta A. DeAngelis, opposed the KPMG employment, asserting that
the Debtors' employment terms indemnifying KPMG with respect to
audit and tax compliance services should not be allowed being
unreasonable.

Ms. DeAngelis cited In re Dailey International, Inc., where the
Court denied the application to employ Ernst & Young in that
debtors' case, based on the merits of the objections raised by
the U.S. Trustee and their Official Committee of Unsecured
Creditors.   E&Y's engagement agreement, she said, provided for a
risk allocation for services of conventional outside accountants,
seeking absolute obligation to indemnify the firm from any claims
and causes of actions pertaining to non-attestation services.  
The U.S. Trustee and the Committee in the Dailey case opposed on
grounds that indemnification provisions was unreasonable,
although the firm asserted that they were standard market terms.

Ms. DeAngelis asked the Court to condition approval of the
Debtors' employment application on eliminating any indemnity for
audit and tax compliance services.  

In response to the U.S. Trustee's objection, counsel to KPMG,
Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
in Wilmington, Delaware, argued that the U.S. Trustee's
interpretation of the Dailey decision is misplaced.  With Ms.
DeAngelis' argument, she wanted the Court to conclude that
professionals must not be indemnified for tax compliance and
audit services based on the Dailey case judge's ruling
prohibiting limited liability, he pointed out.  

"[I]f Judge Walsh . . . had rejected indemnification provisions
for tax compliance and audit services, then he would not have
approved indemnification provisions for tax compliance in cases
subsequent to Daily, and he would have barred common law
indemnification for audit services," Mr. Dehney emphasized.  

Mr. Dehney clarified that KPMG was not seeking approval of any
liability limitation provision.

                        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.  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.  

(Boscov's Bankruptcy News; Issue No. 8; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BOSCOV'S INC: Creditors Panel Taps Traxi LLC as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Boscov's Inc.
and its affiliated debtors' Chapter 11 cases seeks authority
from the U.S. Bankruptcy Court for the District of Delaware to
retain Traxi LLC as its financial advisor.

The Committee says the size and scope of the Debtors' operations,
the magnitude and the complexity of the financial issues to be
ascertained, including the time frames proposed, requires that
the Committee retains a financial advisor to help gather and
analyze financial information in the Debtors' bankruptcy cases.  
Traxi was hired when the Committee was appointed by the the U.S.
Trustee for Region 3, the Committee informs.

The Committee adds that Traxi's experience and service
capabilities render the firm well equipped, as the Committee's
financial advisor, to help the Committee in:

   (a) assessing the Debtors' cash and liquidity and financing
       requirements;

   (b) monitoring the Debtors' financial and operating
       performance, including the Debtors' current operations,
       monthly operating reports, and other financial and
       operating analyses or periodic reports provided by the
       Debtors' management or financial advisors;

   (c) evaluating the Debtors' key employee retention plans,
       compensation benefit plans, and other incentive or bonus
       plans the Debtors may propose;

   (d) evaluating the Debtors' business, operations and financial
       plans, as well as actual versus forecast, capital
       expenditures requirement, tax issues, and cost reduction
       opportunities;

   (e) evaluating the Debtors' statements of financial affairs
       and supporting schedules, executory contracts and claims;

   (f) evaluating the Debtors' operating structure, business
       configuration and strategic alternatives;

   (g) evaluating restructuring-related alternatives for the   
       Debtors;

   (h) analyzing issues related to claims filed against the
       Debtors, including reclamation issues, administrative
       priority or unsecured claims, case litigation and contract   
       rejection damages;

   (i) evaluating auction procedures or sale transactions that   
       may take place; and

   (j) analyzing the Debtors' books and records in connection
       with potential recharacterization of debt or recovery of
       funds to the estate from voidable transactions.

Traxi will be paid according to its customary hourly rates:

      Professional                      Hourly Rate
      ------------                      -----------
      Partners and                      $500 - $550
      Managing Partners                 $500 - $550
      Managers                          $275 - $475
      and Directors                     $275 - $475
      Associates                        $125 - $275
      Analysts                          $125 - $275

Traxi will also be reimbursed for necessary out-of-pocket
expenses incurred in performing services to the Committee.  

Anthony J. Pacchia, a senior managing director and unit holder at
Traxi LLC, says, despite efforts to ascertain the firm's
disinterestedness, pursuant to Section 101(14) of the Bankruptcy
Code, Traxi cannot state with certainty that every client
representation or connection has been disclosed.  To that end,
Mr. Pacchia assures the Court that Traxi will disclose any
additional information that may bear on the firm's
disinterestedness.

                        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.  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.  

(Boscov's Bankruptcy News; Issue No. 8; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BOSCOV'S INC: Panel Wants to Hire Potter Anderson as Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Boscov's Inc.
and its affiliated debtors' Chapter 11 cases seeks authority
from the U.S. Bankruptcy Court for the District of Delaware to
retain Potter Anderson & Corroon LLP, as its co-counsel.

The Committee says it chose Potterson on account of the expertise
of the firm's professionals.  

As co-counsel to the Committee, Potter Anderson will :

   (a) provide the Committee with legal advice on rights, duties
       and powers as an official committee pursuant to Section
       1102 of the Bankruptcy Code;

   (b) assist the Committee in investigating the acts, conduct,
       assets, liabilities and financial condition of the
       Debtors, including the operation of the Debtors' business
       and the desirability to continue that business, and other
       matters related to the formation of a plan.

   (c) prepare pleadings and applications in furtherance of the
       Committee's objectives;

   (d) participate in formulating a plan or plans of
       reorganization;

   (e) assist the Committee in considering and requesting the
       appointment of a trustee or examiner, should those actions
       become necessary;

   (f) consult with the Debtors and their professionals, as well
       as the United States Trustee concerning the administrative
       of the Debtors' estates;

   (g) represent the Committee on practice and procedure in the
       Bankruptcy Court for the District of Delaware; and

   (h) perform other legal services as may be required, in the
       Committee's best interest.

Potter Anderson will be paid based on the current hourly rates of
its professionals:

        Professional                      Hourly Rate
        ------------                      -----------
        Partners                          $345 - $550
        Counsel                           $200 - $375  
        Associates                        $215 - $360
        Paralegals & Other
           Administrative Personnel       $60 - $190

Potter Anderson will also be reimbursed for necessary out-of-
pocket expenses incurred in performing services to the Committee.  

Steven M. Yoder, Esq., a partner at Potter Anderson & Corroon
LLP, in an affidavit filed with the Court, assures the Court that
the firm does not have any conflict of interest with parties-in-
interest in the Debtors' cases.  According to the Committee, this
absence of conflict of interest also determined its decision in
hiring the firm.

                        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.  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.  

(Boscov's Bankruptcy News; Issue No. 8; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CALIFORNIA COVE: U.S. Trustee Sets 341(a) Meeting for October 16
----------------------------------------------------------------
The United States Trustee for the Central District of California
will convene a meeting of creditors of California Cove at San
Elijo LLC at 2:00 p.m., on Oct. 16, 2008, in Room 1-159 at 411 W
Fourth Street in Santa Ana, California.

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.

Headquartered in Irvine, California, California, Cove at San Elijo
LLC is a home builder and developer.  The company filed for
Chapter 11 protection on Sept. 5, 2008 (Bankr. C.D. Calif. Case
No. 08-15506).  David M. Poitras, Esq., at Jeffer, Mangels, Butler
& Marmaro LLP, in Los Angeles, California, represents the Debtor.  
When the Debtor filed for protection from its creditors, it listed
assets of between $50 million and $100 million and debts of
between $10 million and $50 million.


CALIFORNIA COVE: Wants Schedules Deadline Extended to October 16
----------------------------------------------------------------
California Cove at San Elijo LLC seeks a 20-day extension to file
its Schedules of Assets and Liabilities and Statement of Financial
Affairs, through and including Oct. 10, 2008.

Pursuant to Federal Rule of Bankruptcy Procedure Rule 1007(c), the
Debtor had 15 days from its September 5 bankruptcy filing to file
its Schedules and Statements.  The Debtor needs more time to file
its Schedules because since the petition date, the Debtor had
devoted its time to:

   a) prepare a 7-day package for the Office of the U.S. Trustee;

   b) refine the development and business plan for implementation
      of Chapter 11 plan of reorganization; and

   c) negotiate with crediors and sub-contractors regarding plan
      and development issues, DIP financing issues, and various
      operational and transitional issues.

Although, the Debtor has made progress towards the completion of
the Schedules and Statements, they are not in a form whereby they
can be filed with the Court.

Creditors and parties-in-interest will also have a week to review
the Schedules and Statements prior to an Oct. 16, 2008 341(a)
meeting of creditors.

Headquartered in Irvine, California, California, Cove at San Elijo
LLC is a home builder and developer.  The company filed for
Chapter 11 protection on Sept. 5, 2008 (Bankr. C.D. Calif. Case
No. 08-15506).  David M. Poitras, Esq., at Jeffer, Mangels, Butler
& Marmaro LLP, in Los Angeles, California, represents the Debtor.  
When the Debtor filed for protection from its creditors, it listed
assets of between $50 million and $100 million and debts of
between $10 million and $50 million.


CARMELA MAROLDA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Carmela Marolda
        14 Vera Road
        Bronxville, NY 10708
        Tel: (917) 742-3414

Bankruptcy Case No.: 08-23379

Chapter 11 Petition Date: September 23, 2008

Court: Southern District of New York (White Plains)

Debtor's Counsel: Peter Mertz, Esq.
                  pmertz69@aol.com
                  226 East 85th Street
                  New York, NY 10028-3088
                  Tel: (212)737-8588
                  Fax: (212) 396-9609

Estimated Assets: $3,994,500

Estimated Debts: $3,325,326

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


CEDAR FUNDING: Trustee Seeks Sanctions Against David Nilsen
-----------------------------------------------------------
Larry Parsons at Monterey (California) Herald reports that Todd
Neilson, the trustee in Cedar Funding, Inc.'s bankruptcy case is
seeking sanctions against the company's owner, David Nilsen, for
allegedly misleading investors to do "an end-run" around the
bankruptcy proceedings.

According to Monterey Herald, Mr. Neilson is also seeking
sanctions against major investor Lawrence Weingarten and Dave
Korpi, another investor.  

Monterey Herald says that Mr. Neilson took control of Cedar
Funding from Mr. Nilsen in May amid growing investor concerns,
lawsuits, and regulatory crackdowns.  According to the report,
state agencies suspended Cedar Funding's licenses while law
enforcement agencies launched probes.  

Messrs. Weingarten and Korpi, Monterey Herald reports, have urged
Cedar Funding investors to ask the Hon. Marilyn Morgan of the U.S.
Bankruptcy Court to let investors split off their loans from the
bankruptcy proceedings, saying that would be better financially
for investors.  Mr. Nilsen, in a letter to investors on Sept. 4,
endorsed Mr. Weingarten's proposal and complained how Cedar
Funding wound up under the control of a bankruptcy trustee.  

Solicitations to Cedar Funding investors urging them "to remove
their holdings from the bankruptcy case are sowing confusion and
distrust among investors who could be hurt by the removal of
assets," Monterey Herald relates, citing Mr. Neilson.  Mr. Neilson
said in court documents that the solicitations to investors
violate bankruptcy law and "are causing actual and material harm
to unsecured investors," Monterey Herald states.  According to the
report, Mr. Neilson said that "a massive piecemeal dismemberment
of the estate" would leave them with no chance for any
compensation.

About 1,400 people invested millions of dollars in individual real
estate loans and in a mortgage investment pool through Cedar
Funding, according to Monterey Herald.  

A court hearing on the trustee's request is scheduled on Oct. 10,
Monterey Herald states.

Monterey, California-based Cedar Funding Inc. --
http://www.cedarfundinginc.com/-- is a mortgage lender.  It filed  
a chapter 11 petition on May 26, 2008 (Bankr. N.D. Calif. Case No.
08-52709).  Four days prior to the bankruptcy filing, Monterey
County Superior advised the Debtor to consent to a receivership.  
Judge Marilyn Morgan presides over the case.  Charles E. Logan,
Esq., represents the Debtor in its restructuring efforts.  The
Debtor listed assets of less than $50,000 and debts of $100
million to $500 million.

                       
CENTURY PETORLEUM: Reports $1.3 Million Net Loss for July 2008
--------------------------------------------------------------
Century Petroleum Corp. reported $1,333,478 net loss on revenue of
$248,850 for the three months ended July 31, 2008, compared with
$690,695 net loss on zero revenue for the same period a year ago.

The company's consolidated balance sheets showed total assets of
$4,679,116 and total liabilities of $521,245 resulting in a
$4,157,871 stockholders' equity.

According to the company, despite having earned revenues of
$248,850 during its quarter ended July 31, 2008, it has never been
profitable.  Net loss from inception to July 31, 2008 is
$7,282,615, the company continued.

Webb & Company, P.A., of Boynton Beach, Florida, expressed going
substantial doubt about Century Petroleum Corp.'s ability to
continue as a going concern after auditing company's financial
statements for years ended April 30, 2008 and 2007.  The firm
reported that the company has accumulated deficit of $5,949,137
and used cash in operations of $409,289 for the year ended April
30, 2008.

A full-text copy of the company's financial statement is available
for free at http://ResearchArchives.com/t/s?32a5

Headquartered in Woodlands, Texas, Century Petroleum Corp. fka SOM
Resources was incorporated on Dec. 13, 2004, in Nevada.  The
company engages in oil and gas exploration.



CFM US: Files Amended Schedules of Assets & Liabilities
-------------------------------------------------------
CFM U.S. Corp. and its debtor-affiliate, CFM Majestic U.S.
Holdings, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware its amended schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets      Liabilities
     ----------------             -----------   -----------
  A. Real Property                 $4,316,300
  B. Personal Property            $87,000,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $299,501,376
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $921,195
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                     $26,464,832
                                  -----------  ------------
     TOTAL                        $91,316,300  $326,887,403

As reported in the Troubled Company Reporter on June 18, 2008, the
Debtors' summary of schedules showed total assets of $91,316,300
and total debts of $32,7367,890.

                           About CFM

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for Chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No. 08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  The
Debtors selected Administar Services Group LLC as their claims
agent.  The U.S. Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  Patrick J.
Reilley, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represents the Committee in these cases.

The Debtors' Canadian affiliates filed protection under Companies'
Creditors Arrangement Act with the Ontario Court of Justice on
April 9, 2008.


CHAPEAU INC: Says TEFCO LLC's Default Notice Has No Grounds
-----------------------------------------------------------
Chapeau Inc. dba BluePoint Energy received written notice of an
event of default under certain Turnkey Project Acquisition, Loan
and Security Agreement dated as of March 20, 2008, between Chapeau
and TEFCO LLC, a Virginia limited liability company.

While the Notice asserts default under various provisions of the
Agreement, Chapeau said it does not identify the factual basis for
such assertion, which provisions of the Agreement TEFCO believes
have been breached, the particular event of default that result
from such breach or the remedies TEFCO believes are available to
it as a result of the default.

As such, Chapeau said it cannot attempt to address the issue at
hand and cure the asserted default.  Chapeau said the Notice
simply reserves all of TEFCO's rights and remedies available to it
under the Agreement and in accordance with applicable law, asserts
TEFCO's right at any time with or without notice to take whatever
actions it deems necessary and appropriate to protect its security
interest in its collateral under the Agreement and notifies
Chapeau that any action or inaction by TEFCO with respect to its
asserted event of default does not represent TEFCO's consent to or
waiver of such default.

Headquartered in Sparks, Nevada, Chapeau Inc. (OTC:CPEU) dba
BluePoint Energy Inc.  The company's GenView controls technology
is a multi-layered, Internet-based microprocessor control system
designed to integrate energy generating assets with building
management control systems.  The system architecture provides
users the ability to not only remotely monitor critical energy
data, it also enables them with full access to modify performance
set-points and other key generating asset operational metrics
remotely as well.  Chapeau and Specialized Energy Products Inc.
do business under the name BluePoint Energy Inc.


CHRYSLER LLC: Cerberus Wants Remaining 19.9% Stake From Daimler
---------------------------------------------------------------
Chrysler LLC confirmed that Cerberus Capital Management, LP, has
approached Daimler AG about the possible redemption of its 19.9%
stake in Chrysler Holding LLC.  Cerberus and Daimler are currently
in discussions.

Daimler sold its 80.1% stake in Chrysler to Cerberus for $7.2
billion deal in August 2007, breaking up DaimlerChrysler -- a
merger that took place between Daimler and Chrysler in 1998.

In the event of a successful transaction, common projects between
Daimler and Chrysler in the areas of research and development and
advanced technologies would continue.

Edward Taylor and Neal E. Boudette at The Wall Street Journal
report that people familiar with the matter said that the sale of
the stake is aimed at clearing the way for Chrysler to seek closer
alliances with other car companies, as Daimler's remaining 19.9%
stake became a "stumbling block" for those companies, WSJ says.  
Any alliance would require Chrysler and a partner to exchange
confidential information, and as a Chrysler shareholder, Daimler
would have access to that information, "a turnoff for potential
partners," the report states, citing the sources.

WSJ relates that Daimler has written down most of the value of its
Chrysler stake, to EUR171 million in July from EUR1.4 billion in
2007.

                About Cerberus Capital Management LP

Headquartered in New York City, Cerberus Capital Management LP --
http://www.cerberuscapital.com/-- is a private investment firm  
that specializes in providing both financial resources and
operational expertise to help transform undervalued companies into
industry leaders for long-term success and value creation.  
Cerberus has affiliate and/or advisory offices in Atlanta,
Chicago, Los Angeles, London, Baarn, Frankfurt, Tokyo, Osaka and
Taipei.  Cerberus holds controlling or significant minority
interests in companies around the world.

                         About Daimler

Daimler AG, formerly DaimlerChrysler AG, is the ultimate parent
company of the Daimler Group, which develops, manufactures,
distributes and sells a range of automotive products, mainly
passenger cars, trucks, vans and buses.  It also provides
financial and other services relating to its automotive
businesses.  The company operates in four segments: Mercedes-Benz
Cars, Daimler Trucks, Daimler Financial Services and Vans, Buses,
Other.  As of Dec. 31, 2007, the company's subsidiaries included
Daimler Luft-und Raumfahrt Holding AG and Daimler North America
Corporation.  On Aug. 3, 2007, the company transferred an 80.1%
interest in Chrysler Group and the related Chrysler financial
services business in the North American Free Trade Agreement
region to a subsidiary of Cerberus.  The company retained a 19.9%
non-controlling equity interest in Chrysler Holding LLC, a holding
company for the Chrysler activities.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital              
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K., Argentina,
Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.


CHRYSLER LLC: Cuts Costs, Loses $400 Million
--------------------------------------------
Jeff Bennett and Neal E. Boudette at The Wall Street Journal
report that Chrysler LLC told dealers on Tuesday that it has lost
$400 million so far this year.

According to WSJ, Chrysler made the announcement hours after it
launched prototypes of new electric cars that travel 150 to 200
miles before needing a recharge.  Chrysler's CEO Robert Nardelli
and other executives told the dealers that the firm has slashed
costs but is still losing money, WSJ relates, citing two people at
a session for dealers where the announcement was made.  The report
states that Chrysler lost $1.6 billion last year.  The officials,
according to the report, also said that Chrysler's sales dropped
24% in the first eight months of 2008, and that the firm has $11
billion in cash.

A Chrysler spokesperson said that the company is meeting or
exceeding its financial targets, and acknowledged that the company
is "not in the black on a net basis," WSJ reports.

WSJ relates that Cerberus Capital Management LP, which acquired
Chrysler last year, aims to turn Chrysler around by finding ways
of developing vehicles with far less capital than the company used
in the past.  According to the report, Mr. Nardelli told reporters
on Tuesday that Chrysler now has a $3 billion annual capital
budget.  Chrysler President Tom LaSorda said that the company
began exploring electric cars in January 2007, and later that year
formed a small team called ENVI to search for partners to work
with, the report states.  

WSJ reports that Chrysler said it is pursuing a joint project with
General Electric Co. and the Department of Energy to develop
smaller battery packs for electric vehicles.  WSJ relates that the
company, along with GM and Ford Motor Co., is asking the Congress
and the White House to make $25 billion in low-cost loans
available to them and their suppliers to retool plants or finance
research into the development of more fuel-efficient vehicles.  
Citing Mr. Nardelii, Reuters states that without the $25 billion
loan package, Chrysler could be forced to further cut jobs and
costs to free up funds for its electric car campaign.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital              
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K., Argentina,
Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.


CITY BLOCK: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: City Block, Inc.
        424 E. Lavender Road
        Wildwood Crest, NJ 082

Bankruptcy Case No.: 08-03424

Chapter 11 Petition Date: September 23, 2008

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham and Chernicoff PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


CIPRICO INC: Selling Intellectual Property Assets to Dot Hill
-------------------------------------------------------------
Ciprico Inc. entered into an Asset Purchase and Technology License
Agreement with Dot Hill Systems Corp., whereby Dot Hill Systems
agreed to purchase certain of Ciprico's intellectual property
assets.

Pursuant to bankruptcy proceedings Dot Hill Systems was the
winning bidder to acquire all of Ciprico's rights to the
RAIDCore(TM) technology and a joint ownership interest with
Ciprico in its NAS intellectual property.

The U.S. Bankruptcy Court for the District of Minnesota in
Minneapolis approved the agreement on Sept. 18, 2008, and the
expected Closing date was Sept. 24, 2008.  As of this date, no
update was provided on the closing of the deal.

Payment terms include $2.25 million at Closing, a promissory note
for $1.0 million and an earnout of as much as $2 million over 42
months.  At closing the company will repay a debtor-in-possession
loan from Dot Hill Systems of $225,000.

                     About Dot Hill Systems Corp.
   
Headquartered in Carlsbad, California, Dot Hill Systems Corp. --
http://www.dothill.com/(NASDAQ:HILL) is a provider of entry  
level and mid-range storage systems for organizations requiring
networked storage and data management solutions in an open
systems architecture.

                           About Ciprico

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


CKRUSH INC: CEO Jeremy Dallow & Three Others Resign from Posts
--------------------------------------------------------------
Ckrush, Inc. disclosed in a Securities and Exchange Commission
filing that on Sept. 8, 2008, Jeremy Dallow, Chief Executive
Officer and President and Member of the Board of Directors and Jan
E. Chason, Executive Vice President and Chief Financial Officer.  
The Company's two other remaining Members of the Board of
Directors, Richard Ascher and Jonathan Schwartz also resigned
their respective positions.

                            About Ckrush

Ckrush, Inc., (OTC BB: CKRU.OB) -- http://www.ckrush.net--   
operates as an entertainment and interactive media company.  The
company involves in various projects, including production or co-
production of feature films, digital versatile disk titles,
television programming, and other similar products.  It also
develops, acquires, and produces digital content and businesses to
the teen and young adult demographic.  In addition, Ckrush, Inc.,
through its subsidiaries, develops and maintains Web sites, online
communities, and technology platforms that allow users to
electronically create and publish content, including video; share
that content with others; and connect with others based upon
common interests.  The company was founded in 1996 and is
headquartered in New York.

                        Going Concern Doubt

Rosenberg Rich Baker Berman & Company raised substantial doubt on
the ability of Ckrush, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's significant
operating losses and significant working capital deficit.

The company posted a net loss of $6,641,696 on total revenues of
$1,087,475 for the year ended Dec. 31, 2007, as compared with a
net loss of net loss of $11,759,392 on total revenues of
$1,646,278 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $2,470,326 in
total assets and $13,295,223 in total liabilities, resulting in
$10,824,897 stockholders' deficit.


CKRUSH INC: Digital Media Unit Sells Web Sites to HNY Acquisitions
------------------------------------------------------------------
Ckrush, Inc. disclosed in a Securities and Exchange Commission
filing that on  Sept. 5, 2008, its subsidiary, Ckrush Digital
Media, Inc. entered into and completed an agreement to sell to HNY
Acquisition Corp., an independent third party, certain assets
principally its three Online community Web sites, LiveMansion.com,
AudioStreet.net and MixStreet.net.

The sales price for the assets consisted of a cash payment of
$200,000 which the Company used to repay certain outstanding
obligations.

                           About Ckrush

Ckrush, Inc., (OTC BB: CKRU.OB) -- http://www.ckrush.net--   
operates as an entertainment and interactive media company.  The
company involves in various projects, including production or co-
production of feature films, digital versatile disk titles,
television programming, and other similar products.  It also
develops, acquires, and produces digital content and businesses to
the teen and young adult demographic.  In addition, Ckrush, Inc.,
through its subsidiaries, develops and maintains Web sites, online
communities, and technology platforms that allow users to
electronically create and publish content, including video; share
that content with others; and connect with others based upon
common interests.  The company was founded in 1996 and is
headquartered in New York.

                        Going Concern Doubt

Rosenberg Rich Baker Berman & Company raised substantial doubt on
the ability of Ckrush, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's significant
operating losses and significant working capital deficit.

The company posted a net loss of $6,641,696 on total revenues of
$1,087,475 for the year ended Dec. 31, 2007, as compared with a
net loss of net loss of $11,759,392 on total revenues of
$1,646,278 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $2,470,326 in
total assets and $13,295,223 in total liabilities, resulting in
$10,824,897 stockholders' deficit.


CONSTELLATION ENERGY: Sold to MidAmerican Energy for $4.7BB
-----------------------------------------------------------
MidAmerican Energy Holdings Company and Constellation Energy
disclosed on Sept. 18 that they have reached a tentative agreement
in which MidAmerican will purchase all of the outstanding shares
of Constellation Energy for a cash consideration of approximately
$4.7 billion, or $26.50 per share.  

On September 19, 2008, Constellation Energy Group said it entered
into an Agreement and Plan of Merger, with MidAmerican Energy
Holdings Company, and MEHC Merger Sub Inc., a Maryland corporation
and a wholly owned subsidiary of MidAmerican.

Simultaneous with execution of the Merger Agreement, MidAmerican
agreed to make a $1 billion investment into Constellation, in
exchange for shares of 8% convertible preferred stock of
Constellation.  The Stock Purchase Agreement provides for the
private placement of 10,000 shares of Series A Convertible
Preferred Stock of Constellation for an aggregate purchase price
of $1 billion. The Series A Preferred Stock is convertible into
shares of Company Common Stock and senior unsecured promissory
notes of Constellation.

Morgan Stanley and UBS Investment Bank are serving as financial
advisors to Constellation Energy.

Matthew Karnitschnig and Rebecca Smith of The Wall Street Journal
(Asia) noted in a Sept. 23 article that the company was "forced by
a liquidity crisis to the brink of bankruptcy."  The report says
other interested parties for Constellation were a consortium of
French utility Electricite de France and private-equity firms
Kohlberg Kravis Roberts & Co. and TPG.  

According to the report, "EdF and the private equity firms would
have paid about 30% more than MidAmerican's $26.50 a share.  The
offer was nonetheless rejected because Constellation needed to
complete a deal quickly.  It was concerned that the rival proposal
carried too many uncertainties and couldn't be negotiated in time
to avoid  bankruptcy...."

A deal with MidAmerican is reportedly more likely to close quickly
than a deal with France's EdF.  The group could still challenge
the MidAmerican bid, but doing so would mean it would have to buy
out MidAmerican and pay a breakup fee of $175 million.

The WSJ report says Constellation's troubles stem from stresses in
its energy-trading business.

                About MidAmerican Energy Holdings

MidAmerican Energy Holdings Company, based in Des Moines, Iowa, is
a global provider of energy services. Through its energy-related
business platforms, MidAmerican provides electric and natural gas
service to more than 6.9 million customers worldwide.  These
business platforms are Pacific Power, Rocky Mountain Power and
PacifiCorp Energy, which comprise PacifiCorp; MidAmerican Energy
Company; CE Electric UK; Northern Natural Gas Company; Kern River
Gas Transmission Company; and CalEnergy.

                    About Constellation Energy

Constellation Energy -- http://www.constellation.com-- a FORTUNE  
125 company with 2007 revenues of $21 billion, says it is the
nation's largest competitive supplier of electricity to large
commercial and industrial customers and the nation???s largest
wholesale power seller. Constellation Energy also manages fuels
and energy services on behalf of energy intensive industries and
utilities. It owns a diversified fleet of 83 generating units
located throughout the United States, totaling approximately 9,000
megawatts of generating capacity. The company delivers electricity
and natural gas through the Baltimore Gas and Electric Company
(BGE), its regulated utility in Central Maryland.


CONTINENTAL AFA: To Test $7MM MeadWestvaco Bid at Oct. 15 Auction
-----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that ContinentalAFA
Dispensing Co. and its debtor-affiliates will conduct an auction
on Oct. 15, 2008 if a buyer surfaces willing to pay more than the
$7.54 million offered by MeadWestvaco Corp. for the Debtors'
equipment and intellectual property.  Other bids are due Oct. 10,
according to the report.

The sale-approval hearing also will be held Oct. 15, according to
the report.

                 About Continental AFA Dispensing

Continental AFA, fka Indesco International, Inc. --
http://www.continentalafa.com/-- headquartered in St. Peters,   
MO, designs, manufactures and supplies high quality plastic
trigger sprayers and other liquid dispensing technologies and
systems for major consumer product companies and industrial
markets. CAFA has been positioned as one of two United States
manufacturers of trigger sprayers for major consumer products
companies. These offerings are integrated into (i) household
consumer products for cleaning, laundry and lawn and garden
applications and (ii) industrial and commercial products for
automotive, janitorial and sanitation uses. CAFA also manufactures
lotion, treatment, fine mist and condiment pumps.  CAFA's
dispensing products are sold primarily to (i) multinational,
national and regional manufacturers of brand name and private
label consumer products and (ii) independent distributors of
containers and packing products. North America is the principal
market for CAFA's products.  These products are found in a wide
variety of consumer product outlets, including Wal-Mart, Target,
Lowe's, Home Depot, grocers and other consumer product outlets.  
CAFA possesses leading industry technology, including over 370
active and pending trademarks and patents worldwide.

Continental AFA and its wholly owned subsidiaries, Continental
Sprayers International, Inc. and AFA Products, Inc., filed a
voluntary chapter 11 petition in the Eastern District of Missouri
United States Bankruptcy Court on August 7, 2008 (Case No.
08-45921).  Judge Kathy A. Surratt-States oversees the case.

Lawrence E. Parres, Esq., at Lewis, Rice & Fingersh, L.C.,
represents the Debtors.  When they filed for bankruptcy, the
Debtors disclosed estimated assets of $100,000,000 to
$500,000,000; and estimated debts of $10,000,000 to $50,000,000.


CYCLE PROPERTIES: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Cycle Properties
        dba BNG Bowl Inc
        dba River Grove Bowl
        8465 Grand Avenue
        River Grove, IL 60171

Bankruptcy Case No.: 08-25223

Chapter 11 Petition Date: September 23, 2008

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Luke A. Casson, Esq.
                  Andreou & Casson Ltd.
                  661 West Lake Street, Suite 2 North
                  Chicago, IL 60661
                  Tel: (312) 935-2000

Estimated Assets: $0

Estimated Debts: $2,928,000

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


http://bankrupt.com/misc/ilnb08-25223.pdf                    

                       
CYGNE DESIGNS: Reports $16 Million Net Loss for July 2008
---------------------------------------------------------
Cygne Designs Inc. recorded a net loss of $16,616,000 on net sales
of $12,595,000 for the the quarter ended July 31, 2008, compared
with a $1,581,000 net income on net sales of $33,189,000 for the
same period a year earlier.  The net loss of $16,616,000 included
expenses of $13,677,000 for impairment of goodwill.

The company said that the decrease in sales was mainly
attributable to a decrease in sales of its branded products of
$1,134,000 and a decrease in sales of the Company's private label
products of $19,460,000.  Furthermore, due to the recent loss of
its two major customers, the company is not developing any new
products and as is focused on selling its existing inventory.

The company's consolidated balance sheets showed total assets of
$10,869,000 and total liabilities resulting in a $7,331,000
stockholders' deficit.  Furthermore, its consolidated balance
sheets showed strained liquidity with $10,066,000 total current
assets available to pay $14,824,000 total current liabilities.

The company said it will need to obtain necessary financing to
meet its obligations and pay liabilities, the outcome of which is
uncertain.  This raises substantial substantial doubt that the
company will be able to continue as a going concern.

A full-text copy of the financial statements is available for free
at http://ResearchArchives.com/t/s?32a4

Based in New York, Cygne Designs Inc. (Nasdaq: CYDS) is a
designer, merchandiser, manufacturer and distributor of branded
and private label women's denim, casual and career apparel with
sales to retailers located in the United States.


DARCI JAYOUSI: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Darci A. Jayousi aka Darci Davis
        Ahmad J. Jayousi aka Ed Jayousi
        7665 Wildflower Ct.
        Granite Bay, CA 95746

Bankruptcy Case No.: 08-33523

Chapter 11 Petition Date: September 22, 2008

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Wendy Dezzani, Esq.
                  Wendy Dezzan, Attorney at Law
                  263 Main St. Level 2
                  PO Box 1446
                  Placerville, CA 95667
                  Tel: (530) 295-6408

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/califeb08-33523.pdf

DELPHI CORP: Access to GM Loans Illusory, Committee Says
--------------------------------------------------------
The Official Committee of Unsecured Creditors in Delphi Corp. and
its debtor-affiliates' cases says General Motors Corp. used its
overwhelming leverage against Delphi to force them to depress the
prices they charged to GM, to such a degree that the Debtors have
been losing billions of dollars per year on their sales to GM in
North America.  The Panel asserts that the Debtors must create and
implement a strategy that leads to viable operations in North
America, and not simply continue running those operations at
significant losses to benefit GM.

The Creditors Committee thus asks the United States Bankruptcy
Court for the Southern District of New York to deny amendment to
Delphi Corp.'s liquidity arrangement with GM.

On April 30, 2008, the Court authorized the Debtors to enter into
an amendment and restatement of their DIP credit agreement, and
authorizing them to receive advances of up to $650,000,000 from GM
pursuant to the terms of a liquidity support agreement between
Delphi and GM.  The agreement was structured to provide a means by
which GM would advance funds to the Debtors representing the
amounts by which GM had underpaid for parts from the Debtors.  GM
would already have paid those amounts to the Debtors had the
Chapter 11 Plan which was confirmed on Jan. 25, 2008, become
effective.

On Aug. 6, the Debtors asked the Court for the approval of an
amendment to the original Delphi/GM amendment, where GM would
increase the aggregate principal amount available by a maximum of
$300,000,000.

On Sept. 12, the Debtors presented to the Court the Amended
Global Services Agreement and the Amended Master Restructuring
Agreement, which would increase its support for Delphi to
$10,600,000,000, and help the auto-supplier exit bankruptcy
protection.

Unlike the Original Delphi/GM Agreement, the amendment providing
for the additional $300,000,000 loan contains stringent
conditions precedent to the Debtors' ability to receive any of
the additional Tranche B Loans, and it is possible that these
additional loans may never become available to the Debtors,
states Robert J. Rosenberg, Esq., at Latham & Watkins LLP, in New
York.

"So many strings are attached new loans the Debtors would receive
under the amended liquidity arrangement with GM, that it would be
fair to say that the Debtors' access to these funds is illusory.

Mr. Rosenberg notes that in exchange for the illusory loans, the
Debtors would give away control over the chapter 11 plan process
to GM.  In addition, GM, he points out, would not be obligated to
advance any new loans if the Court stops the Debtors from
repatriating funds to support the Debtors' North American
operations that are being run primarily for GM's benefit.

Mr. Rosenberg asserts that the use or disposition of estate
assets should be scrutinized in the present case because GM is an
"insider".  He notes that since its spin-off of Delphi, GM:

   (a) has received information from the Debtors that was not
       available to other creditors, shareholders and the general
       public;

   (b) has had substantial influence over decisions made by the
       Debtors;

   (c) had special access to the Debtors' premises and personnel;
       and

   (d) was either the sole source or one of few sources of
       financial support for the Debtors (particularly recently).

Mr. Rosenberg relates that the availability of the Tranche B
Loans terminates if the Debtors fail to file a chapter 11 plan
and disclosure statement in form and substance reasonably
satisfactory to GM by October 31, 2008.  This condition is more
stringent than the terms of the proposed amended GSA (which sets
forth plan requirements, but does not require the Debtors to file
a plan in form and substance reasonably satisfactory to GM and
also does not set forth a deadline of October 31).

To preserve its ability to monitor the Debtors and take action if
necessary, the Committee has retained the right to object to
future repatriations of funds by the Debtors.  However, if the
Committee prevails in such an objection, GM would be able to stop
making additional Tranche B Loans under the Amended Delphi/GM
Agreement, Mr. Rosenberg notes.  "This is but another example of
GM taking control from the Debtors and the Committee."

Mr. Rosenberg notes the Debtors have agreed to new obligations
that favor of GM:

    -- the Amended Delphi/GM Agreement provides that if the DIP
       Facility is amended, modified or replaced such that the
       interest rate of the highest-priced DIP loan tranche is
       higher than the interest rate applicable to the existing
       Tranche A Loans and the Tranche B Loans, then the interest
       rate on all GM advances (including the existing Tranche A
       Loans) would automatically increase to the rate in effect       
       for the highest-priced DIP tranche.

    -- While the interest on the GM advances will be canceled if
       certain events occur, there can be no guarantee that those
       events actually will occur.  Indeed, if the GSA/MRA Motion
       is granted those events, such as confirmation of an
       amended plan, may never occur and Delphi will be obligated
       to repay GM advances in cash, with interest as an
       administrative expense claim.

    -- The Debtors have agreed to pay GM's and its counsel's fees
       and expenses in connection with the preparation and
       delivery of the Amended Delphi/GM Agreement.

              Highland/CR Withdraw Examiner Request,
              Trade Holders Joined Calls for Examiner

The Committee of Delphi Trade Holders joined in the request of CR
Intrinsic Investors, LLC, and Highland Capital Management, L.P.,
for the Court to appoint an examiner.

CR and Highland, which holds notes issued by the Debtors, asked
the Court to order the appointment of an examiner to ensure that
the interests of all creditor bodies are adequately protected and
see to it that the subsidiaries that own the profitable global
operations are not raided to prop up the corporations that own
the "money-losing and cash-guzzling" North American operations.

CR Intrinsic and Highland Capital Management, however, have
agreed to withdraw without prejudice their motion for appointment
of an examiner.  They will continue to prosecute their objections
to the Debtors' motion seeking approval of the GM Arrangement
Amendment.

The Debtors ask the Court to deny CR/Highland's motion to appoint
an examiner, saying that it is not authorized by the Bankruptcy
Code, and alternatively, because it was brought in bad faith and
because the Noteholders have waived their right to seek the
appointment of an examiner based on their prior conduct in these
Chapter 11 cases.

                       About Delphi Corp.

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

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

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

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


DELPHI CORP: Government Balks at Release Provisions in GM Deal
--------------------------------------------------------------
The United States of America objects to certain of the release  
provisions in Delphi Corporation's new agreement with General
Motors Corporation.

The Debtors have presented to the United States Bankruptcy Court
for the Southern District of New York the Amended Global Services
Agreement and the Amended Master Restructuring Agreement, which
would increase its support for Delphi to $10,600,000,000, and help
the auto-supplier exit bankruptcy protection.

The U.S. Government asserts that the language releasing the non-
debtors from any potential claims by the government should be
stricken, or in the alternative, the language which mirrors the
language added to the Court's confirmation order on Delphi's
Joint Plan of Reorganization on consent of all parties should be
added to the Amended Agreements and any order approving them.

Michael J. Garcia, the United States Attorney for the Southern
District of New York, tells the Court that the Amended Agreements
are objectionable to the extent that they seek to release non-
debtors from liability to the U.S. Government under any statute
for conduct in connection with the Debtors, the Chapter 11 case
or "Any Delphi Plan" -- particularly because new language in the
Amended Agreements can be read to foreclose the possibility of
inserting negotiated language like that put into the original
Confirmation Order into any eventual amended plan of
reorganization or confirmation order.                                 

Mr. Garcia adds, even if the third-party releases were somehow
found to be acceptable with respect to ordinary creditors, they
are most certainly invalid as against the Government, especially
with reference to GM's environmental and tax liabilities.

Federal government agencies the U.S. Environmental Protection
Agency, the Internal Revenue Service, the Customs and Border
Protection, the Department of Health and Human Services, and the
Equal Employment Opportunity Commission have filed proofs of
claim in Delphi's case.  The Department of Labor and the
Securities Exchange Commission have also filed claims.

                          *     *     *

The Debtors have filed the Amended and Restated Global Settlement
Agreement and the Restated Master Restructuring Agreement with
all the pertinent necessary exhibits.  They have obtained the
Court's approval to file the documents under seal.

                       About Delphi Corp.

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

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

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

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


DELPHI CORP: Wants Appaloosa's Motion to Strike Denied
------------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of New York to deny
Appaloosa Management LP's motion to re-argue the Court's Aug. 11
decision to deny dismissal of the $2,550,000,000 adversary
complaints filed by Delphi Corporation.  Delphi asserts that
Appaloosa has not demonstrated that the Court overlooked any
controlling decisions or factual matters, or presented new
arguments that would have changed the outcome.

The Debtors also oppose Appaloosa's motion to strike certain
allegations written by Delphi in its complaint, saying that those
statements go to the core of their claims against Appaloosa,
which claims the Court has sustained in denying the Motion to
Dismiss.

Edward A. Friedman, Esq., at Friedman Kaplan Seiler & Adelman
LLP, in New York, tells the Court that the Motion to Re-argue
does not come close to satisfying the exacting standards that
govern reconsideration motions, in fact, he says, Appaloosa's
motion to dismiss prefaced its entire legal argument with
reference to the general notice pleading standards, citing Rule
9(b) of the Federal Rules of Civil Procedure only in connection
with Delphi's fraud claim.

Regarding Delphi's opposition to the Motion to Strike,
Mr. Friedman notes that in deciding whether to grant a Civil Rule
12(f) motion to strike, it is settled law that the motion should
be denied, unless it can be shown that no evidence in support of
the allegation would be admissible.

Mr. Friedman asserts that reconsideration is an extraordinary
remedy to be employed sparingly in the interest of finality and
conservation of scarce judicial resources.  The standard for
granting the motion [to re-argue and strike] is strict, and
reconsideration will generally be denied unless Appaloosa can
point to controlling decisions or data that the court overlooked
- matters that might reasonably be expected to alter the
conclusion reached by the Court, Mr. Friedman maintains.

                       About Delphi Corp.

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

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

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

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


DELPHI CORP: Will Not Pay Plan Investors
----------------------------------------
Delphi Corporation refutes the counterclaims of Appaloosa
Management L.P. and A-D Acquisition Holdings, LLC, and the other
defendants.

The Debtors ask the United States Bankruptcy Court for the
Southern District of New York to dismiss each of the counterclaims
filed by ADAH, UBS Securities LLC, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Goldman Sachs & Co., Pardus DPH Holding
LLC, Harbinger Del-Auto Investment Company. Ltd., and Harbinger
Capital Partners Master Fund I, Ltd.  In addition, the Debtors
ask the Court to award judgment in their favor, including
attorneys' fees, costs and disbursement.

Edward A. Friedman, Esq., at Friedman Kaplan Seiler & Adelman
LLP, in New York, tells that the Plan Investors are not entitled
to any $82,500,000 alternate transaction fee, nor are they
entitled to reimbursement for expenses incurred in connection
with the transaction.

Mr. Friedman adds that even if Delphi were obligated to reimburse
the Plan Investors for transaction expenses, the amount of the
payments requested by the Plan Investors after April 4, 2008, are
exceeded by the amount the Plan Investors owe to Delphi as a
consequence of their breaches of the December 10,2007 EPCA, and
other fraudulent, wrongful, and inequitable conduct.

Moreover, the counterclaims of ADAH and the other parties are
barred by the doctrine of unclean hands, and the doctrine of the
waiver of estoppel, Mr. Friedman contends.

                       About Delphi Corp.

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

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

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

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


DELPHI CORP: Gets Permission to Halt Pension Contributions
----------------------------------------------------------
David McLaughlin at Dow Jones Newswires reports that the Hon.
Robert Drain U.S. Bankruptcy Court for the Southern District of
New York granted Delphi Corp. permission on Tuesday to freeze
contributions to pension plans for hourly and salaried workers,
despite an objection by the Committee of Unsecured Creditors.

Dow Jones relates that Delphi will freeze the pension plan for
salaried workers on Sept. 30,2008.  Delphi, says Dow Jones, will
freeze the pension plan for hourly workers as soon as an agreement
can be reached with labor unions.  

Delphi said that it will save $4 million per quarter by freezing
the pension plan for hourly workers and $26 million per quarter by
freezing the plan for salaried workers, Dow Jones states.  
Christopher Scinta at Bloomberg News reports that court documents
indicate that each month the hourly pension plan costs Delphi
about $1 million.

Delphi will provide workers with replacement plans based on
defined contributions by the company, Dow Jones says.

According to Dow Jones, Robert Rosenberg, an attorney for the
creditors committee, said that the plan for top executives should
be approved as part of Delphi's bankruptcy plan.  "Of all the
times to lock in a new program given what's going on in the auto
industry and the capital markets with no knowledge of what reality
is going to look like tomorrow let alone in a year, the timing is
just not appropriate," Dow Jones quoted Mr. Rosenberg as saying.

"It would be patently unreasonable" to create replacement plans
for everyone except 460 top executives, Bloomberg says, citing
Delphi attorney John Butler Jr.

Delphi will also ask the Court to shift $3.4 billion in pension
liabilities to General Motors Corp., Dow Jones says.  Bloomberg
relates that the creditors committee is also opposing revised
agreements that increase the financial contributions GM will make
to Delphi as part of its reorganization to $10.6 billion from $6
billion.  Attorneys from Latham & Watkins representing the
creditors said in a court filing that Delphi will "give away
control over the Chapter 11 plan process to GM" in exchange for
financing.

Bloomberg reports that the Court must approve the changes by the
end of September if GM is to take on $3.4 billion of Delphi's
pension liabilities to block the federal Pension Benefit Guaranty
Corp. from putting a lien on Delphi's foreign assets.

The Court will hold a hearing amending the GM agreements until
Sept. 25, Bloomberg states.

                    About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

At June 30, 2008, the company's balance sheet showed total assets
of $136.0 billion, total liabilities of $191.6 billion, and total
stockholders' deficit of $56.9 billion.  For the quarter ended
June 30, 2008, the company reported a net loss of $15.4 billion
over net sales and revenue of $38.1 billion, compared to a net
income of $891.0 million over net sales and revenue of $46.6
billion for the same period last year.

                       About Delphi Corp.

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

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

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

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




DIOMED HOLDINGS: Plan Goes to Creditors for Confirmation Vote
-------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the United States
Bankruptcy Court for the District of Massachusetts will convene a
hearing on Nov. 4, 2008, to consider confirmation of the
liquidating Chapter 11 plan of Diomed Holdings, Inc., and its
debtor-affiliate Diomed, Inc.

Diomed obtained permission from the Court in June 2008 to sell its
assets for $8 million to AngioDynamics Inc. plus the assumption of
specified liabilities.  The Debtors are now holding $7.7 million
for distribution to creditors, Mr. Rochelle says, citing the  
disclosure statement approved on Sept. 18 by the Court.

The Plan provides for a 20.6% recovery for unsecured creditors.

A distribution to unsecured creditors was made possible by a
settlement of a $5.7 million claim of secured debenture
holders who agreed to take $4.7 million, according to the report.

Another creditor asserting a $40 million claim agreed to accept an
unsecured claim for $3 million and a claim of $300,000
to be paid in cash, according to the report.

                      About Diomed Holdings

Based in Andover, Massachussetts, Diomed Holdings Inc. (AMEX:
DIO) -- http://www.evlt.com/and  http://www.diomedinc.com/--    
develops and commercializes minimal and micro-invasive medical
procedures that use its proprietary laser technologies and
disposable products.  Diomed's EVLT(R) laser vein ablation
procedure is used in varicose vein treatments.  Diomed also
provides photodynamic therapy for use in cancer treatments, and
dental and general surgical applications.  Diomed Holdings has
no assets other than its 100% ownership in Diomed Inc., its
operating unit.  Diomed Inc. owns 100% of Diomed Ltd. in the
United Kingdom and Diolaser Mexico SA de CV in Mexico.  The
company also has an affiliate in Asia through Diomed Hong Kong.

The company and its affiliate, Diomed Inc., filed for Chapter 11
protection on March 14, 2008 (Bankr. D. Mass. Case Nos. 08-40750
and 08-40749).  Douglas R. Gooding, Esq., at Choate Hall &
Stewart LLP, is the Debtors local counsel and McGuireWoods LLP
is its general counsel.  Goulston & Storrs P.C. is counsel to
the Official Committee of Unsecured Creditors.  The company's
schedules show total assets of US$19,936,479 and total
liabilities of US$14,743,485.

In connection with the Chapter 11 filings, Diomed Ltd. filed for
Administration under the laws of the United Kingdom in the
Cambridge County Court.  Steven Mark Law of Ensors was named as
administrator.


DLJ COMMERCIAL: Fitch Holds 'C/DR6' Rating on $3.5MM Cl. B-8 Trust
------------------------------------------------------------------
Fitch upgraded DLJ Commercial Mortgage Corp's, series 1999-CG1,
commercial mortgage pass-through as:

  -- $37.2 million class B-3 'AA+' from 'AA-';
  -- $21.7 million class B-4 to 'A-' from 'BBB+';
  -- $9.3 million class B-5 to 'BBB-' from 'BB+'.

Fitch also affirmed these classes:

  -- $284.7 million class A-1B at 'AAA';
  -- Interest-only class S at 'AAA';
  -- $58.9 million class A-2 at 'AAA';
  -- $65.1 million class A-3 at 'AAA';
  -- $18.6 million class A-4 at 'AAA';
  -- $46.5 million class B-1 at 'AAA';
  -- $15.5 million class B-2 at 'AAA';
  -- $12.4 million class B-6 at 'B+.
  -- $12.4 million class B-7 at 'CCC/DR1'.
  -- $3.5 million class B-8 at 'C/DR6'.

The balance of the non-rated class C is zero due to realized
losses incurred.  Class A-1A is paid in full.

The upgrades are due to additional paydown of 37% and overall
stable pool performance since Fitch's last rating action.  
Seventy-five loans (36%) have been fully defeased, including two
of the top five largest loans in the deal.  Seventy-five non-
defeased loans are scheduled to mature within the next two years,
8% in 2008 and 32% in 2009.  The weighted average coupon for these
maturities is 7.21% and 7.50%, respectively.

As of the September 2008 distribution date, the pool's aggregate
principal balance has been reduced 53% to $585.8 million from
$1.24 billion at issuance.  There are currently three assets
(0.7%) in special servicing and minimal losses are expected on one
loan (0.3%).

The largest specially serviced asset (0.3%) is secured by a
multifamily property located in Dayton, Ohio and is currently real
estate owned.  The property is currently under contract for sale
and losses are expected to be absorbed by class B-8.

The second and third specially serviced assets (0.4%) are secured
by multifamily properties located in Michigan.  The loans are both
cross-collateralized and cross-defaulted. One of the loans is
current.  The borrower and special servicer have negotiated an
agreement to bring the delinquent loan current.


DVA ARENA: Court Dismisses Chapter 11 Bankruptcy Case
-----------------------------------------------------
Frank Gluck at HeraldTribune.com reports that the Hon. Caryl
Delano of the U.S. Bankruptcy Court for the Middle District of
Florida dismissed DVA Arena, LLC's Chapter 11 case.

HeraldTribune.com relates that DVA Arena's owner Sal Diaz-Verson
filed for bankruptcy on the day a foreclosure sale of DVA Arena
property north of State Road 70 near Lakewood Ranch Boulevard had
been scheduled.  Mr. Diaz-Verson, according to HeraldTribune.com,
wanted to stave off $16 million in liens held by Schroeder-Manatee
and other creditors while he searched for financiers to help him
get DVA Arena's $70 million hockey arena project in Lakewood Ranch
started again.  The report says that Schroeder-Manatee, which
holds the $6.5 million mortgage, had hoped to reclaim the property
and find a new developer to finish the project, the report states.  
Schroeder-Manatee had argued that the bankruptcy claim was "a
stall tactic" and was filed in "bad faith," the report states.

According to HeraldTribune.com, the Court gave Mr. Diaz-Verson
until Sept. 18 to make $60,000 in interest payments to Schroeder-
Manatee Ranch.  When Mr. Diaz-Verson failed to make the payment,
Schroeder-Manatee Ranch submitted a request to the Court asking
for dismissal of the Chapter 11 case, Richard Dymond at
BrandentonHerald.com relates, citing Dan Perka, chief counsel for
Schroeder-Manatee Ranch.

HeraldTribune.com reports that the court ruling could clear the
way for a new foreclosure sale and Mr. Diaz-Verson could be
required to pay $16 million in cash to retain the 60-acre
property.  Citing Mr. Perka, BrandentonHerald.com relates that
Schroeder-Manatee Ranch could go back to the Hon. Paul Logan in
Manatee County to restart the foreclosure sale process.  
BrandentonHerald.com states that Mr. Perka expects the sale to be
held in November.

                         About DVA Arena

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


DYCOM INDUSTRIES: Moody's Affirms 'Ba2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 corporate family
and probability of default ratings, and the speculative grade
liquidity rating of SGL-1, of Dycom Industries, Inc.  The outlook
is stable.  

The affirmation of Dycom's Ba2 corporate family rating reflects
Dycom's low leverage, strong liquidity profile and good market
position with its blue-chip customer base.  For the fiscal year
ended July 26, 2008 the company had debt to EBITDA and EBIT to
interest of 1.6 times and 3.4 times, respectively, on a Moody's
adjusted basis.

The affirmation of Dycom's SGL-1 speculative grade liquidity
follows the September 12, 2008 close of Dycom's new $195 million
three-year senior revolving credit facility.  The new facility
replaces a $300 million revolving credit facility which was to
expire in December 2009.  Although the new credit facility is of a
smaller commitment size, the company possesses approximately
$145 million of borrowing availability after letter of credit
utilization.  This level of borrowing availability, coupled with
cash on hand of $22 million, an expectation of free cash flow
generation, low seasonal borrowing needs, a large amount of
unencumbered assets and an expectation of ample covenant
compliance headroom underscore the SGL-1 rating.

The stable outlook reflects Moody's view that Dycom's low leverage
and good liquidity profile should enable the company to maintain
credit metrics within the Ba2 rating band over the intermediate
term.  The outlook acknowledges that Dycom's margins have declined
in FY2008 with weaker than expected demand and that revenues could
remain flat or slightly decline over the intermediate term as weak
economic conditions may encourage cable and telecommunications
firms to limit planned capital spending.  The stability of the
outlook though will be sensitive to the cable and
telecommunications industry capital investment level, the
company's success at renewing its many master service agreements
and the continuation of long-term end-market trends, including
increased outsourcing by the major broadband carriers and
consumers' need for greater bandwidth.

In addition to the rating affirmations, this rating affirmation
has taken place:

  -- $150 million 8.125% senior subordinate notes due 2015 to
     Ba3 5, 76% from Ba3 5, 81%.

Dycom Industries, Inc., located in Palm Beach Gardens, Florida, is
a leading provider of specialty contracting services in North
America.  Dycom provides engineering, construction and maintenance
services that assist telecommunication and cable television
providers expand and monitor their network infrastructure in a
cost effective manner.  To a lesser extent, Dycom provides
underground locating services for telephone, cable, power, gas,
water, and sewer utilities.  Dycom generated contract revenues of
$1.2 billion for the fiscal year ended July 26, 2008.


ENERGY TRANSFER: Fitch's Ratings Unaffected by ETP Enogex Venture
-----------------------------------------------------------------
Fitch Ratings does not anticipate rating changes for Energy
Transfer Partners, L.P. and Energy Transfer Equity, L.P. as a
result of the announcement of the planned formation of ETP Enogex
Partners LLC, a joint venture between ETP and OGE Energy Corp.
Current ratings for ETP and ETE are listed below and their Rating
Outlooks are Stable.

Energy Transfer Partners, L.P.

  -- Issuer Default Rating 'BBB-';
  -- Senior unsecured debt 'BBB-'.

Energy Transfer Equity, L.P.

  -- IDR 'BB-';
  -- Senior secured term loan 'BB';
  -- Senior secured revolving credit facility 'BB'.

OGE will contribute to JVCo 100% of its ownership interest in
Enogex LLC, while ETP will contribute 100% of its ownership
interests in Transwestern Pipeline Company, LLC and ETC Canyon
Pipeline, LLC and its 50% interest in Midcontinent Express
Pipeline, LLC.  ETP and OGE will become 50% owners of JVCo.  An
IPO of JVCo master limited partnership units is planned for 2009.

Based on a preliminary assessment of the effect of JVCo on ETP's
operating and financial profile, Fitch does not expect
consummation of the transaction to result in any rating actions on
ETP or ETE.  ETP will no longer be the beneficiary of direct
ownership of TWP and MEP, lower risk contractually supported FERC
regulated pipelines.  However, this will be somewhat balanced by
an anticipated reduction of ETP's consolidated debt leverage with
the elimination of TWP's external and intercompany debt and
improved near-term liquidity.

A master limited partnership, ETP is principally engaged in
natural gas midstream and intrastate transportation and storage
operations through La Grange Acquisition, L.P., interstate
transportation of natural gas through TWP, and retail propane
distribution through Titan Energy Partners, L.P. and Heritage.  
ETE owns approximately 62.5 million ETP limited partner units and
ETP's 2% general partner interest.


FAIRHAVEN & COPPER: S&P Revises Outlook to Stable from Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the 'BB'
underlying rating on Carroll County, Maryland's series 1999A and
1999B bonds, issued for EMA Obligated Group (Fairhaven & Copper
Ridge), to stable from positive and affirmed the rating.
     
Although Standard & Poor's believes that EMA is a well-managed
organization that is poised for improved financial results over
the medium term, "we now believe that the improvement will take
longer than the outlook's 12- to 24-month period."  In addition,
the organization has needs at its Easton campus, some of which are
clearly defined at this point but more of which will become clear
in 2009 or 2010 after the organization completes an expected land
purchase for the underlying property that it occupies.  

Finally, EMA management is interested in growing the organization,
which could entail anything from management contracts to
acquisitions of other continuing-care retirement communities.  
Although these growth activities might prove accretive in the
long term, it is likely that organizations attracted to EMA will
be troubled in some way and that EMA will need to use its
management expertise to add value, a prospect that entails near-
term risk.  There is nothing imminent in EMA's plans related to
additional affiliations with other continuing-care retirement
communities.

"With management stable and all facilities fully occupied, we
believe EMA is poised to continue its financial improvement, which
could, over the long term, result in a higher rating," said
Standard & Poor's credit analyst Liz Sweeney.  "In the short term,
however, the organization has been increasing its debt, mostly at
the William Hill Manor campus, where there may also be additional
needs beyond 2009.  The short-term risk related to additional debt
and the potential campus repositioning at William Hill offset the
positive momentum the organization is experiencing at its various
campuses."
     
Although S&P no longer believes that EMA is likely to achieve a
higher rating imminently, the 'BB' rating incorporates
management's actions to strengthen financial discipline,
marketing, and long-term planning, all hallmarks of well-managed
senior-living organizations.

Key credit factors include slightly diminished liquidity in 2008,
a strong and stable senior management team that is turning its
attention to implementing a five-year strategic plan to build on
the success of the last few years, solid occupancy at all
facilities exceeding 90%, modestly diminished operating losses
systemwide, and a competitive environment with several competing
facilities in the area.
     
The rating action affects roughly $30 million of debt outstanding.


FEDERAL-MOGUL: Restructuring Plan Includes 4,000 Workforce Cut
--------------------------------------------------------------
Federal-Mogul Corporation disclosed a restructuring plan designed
to improve operating performance and respond to challenging
conditions in the worldwide automotive market.  The plan, when
combined with  other workforce adjustments, is expected to reduce
the company's worldwide workforce by approximately 4,000
positions or 8%.  The planned actions are expected to occur as
a result of several initiatives designed to streamline business
processes, consolidate or close selected locations, and reduce
general and administrative staffing.  

The company is not disclosing the specific sites at this time,
pending further evaluation and consultations with appropriate
parties.  The restructuring initiatives will begin during
September 2008 and continue into 2009 with several phases of
implementation.

Preliminary cost estimates of the restructuring program are
$60 million to $80 million through the end of 2009.

"We are taking actions in response to a downturn in regional
markets and global industry outlook," Jose Maria Alapont, Federal-
Mogul President and CEO, said.  "We recognize this is a difficult
decision, yet these measures are required to prepare the company
for the increasingly challenging automotive environment.  The
efficiencies gained as a result of these initiatives will
strengthen Federal-Mogul's competitive position and help assure
the company's future as we continue to implement our sustainable
global profitable growth strategy,"

                        About Federal-Mogul

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

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

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

                       
FINS MARKET: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Fins Market, Inc.
        dba Fins Market and Grill
        8525 Madison Avenue
        Fair Oaks, CA 95628

Bankruptcy Case No.: 08-33476

Type of Business: The Debtor owns a chain of restaurants.
                  See: http://www.finsmarket.com/

Chapter 11 Petition Date: September 22, 2008

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Stephen M. Reynolds, Esq.
                  Law Offices of Stephen M. Reynolds
                  PO Box 1917
                  Davis, CA 95617-1917
                  Tel: (530) 297-5030

Estimated Assets: Less than $50,000

Estimated Debts: $1 million to $10 million

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

           http://bankrupt.com/misc/califeb08-33476.pdf


FORD MOTOR: Reviewing Lehman Bankruptcy's Impact on Loan
--------------------------------------------------------
Ford Motor Co. disclosed in a Securities and Exchange Commission
that it is currently assessing the impact, if any, that the
Chapter 11 bankruptcy filing by Lehman Brothers Holdings Inc. will
have on Lehman Commercial Paper Inc. and Lehman Brothers Bank's
commitments to the company.

Lehman CPI is one of the lenders participating in Ford Motor's
$11.5 billion revolving credit facility that is part of its
secured Credit Agreement dated Dec. 15, 2006.  Lehman CPI's
commitment under the revolving credit facility is $890 million,
all of which is presently unfunded.

Lehman Brothers Bank, FSB provides $238 million of the aggregate
$16.3 billion of contractually committed liquidity facilities
supporting the retail securitization program of Ford Motor Credit
Company LLC, a wholly owned subsidiary.  

Lehman Brothers Bank's commitment is guaranteed by Lehman Brothers
Holdings Inc., which is the ultimate parent company of Lehman CPI
and Lehman Brothers Bank.

On Sept. 15, 2008, Lehman filed for protection under Chapter 11 of
the U.S. Bankruptcy Code, but that its subsidiaries, which would
include Lehman CPI and Lehman Brothers Bank, were not included in
the filing.  

                      About Ford Motor Co.

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

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

                          *     *     *

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


FREEDOM CCS: S&P Withdraws 'BB+' Rating on Mezz Notes
-----------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'A' rating on the
class senior notes and its 'B+' rating on class mezzanine notes
issued by Freedom CCS 2008-1 Ltd, a cash flow arbitrage high-yield
collateralized loan obligation transaction.
     
The rating withdrawals follow the complete paydown of the notes on
the Aug. 15, 2008, payment date.  

                         Ratings Withdrawn

                       Freedom CCS 2008-1 Ltd

                        Rating           Balance   (mil. $)
       Class           To    From        Current    Original
       -----           --    ----        -------   ---------
       Sr notes        NR    A            0.000     1540.800
       Mezz notes      NR    B+           0.000      250.400

                         NR -- Not rated.


FRONTLINE CAPITAL: Court Confirms Chapter 11 Plan of Liquidation
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed on Sept. 5, 2008, Frontline Capital Group's Chapter 11
Plan of Liquidation which was filed with the Court on June 4,
2008.

Under the Plan, claimants were grouped into four (4) classes:

  a) Class 1 Priority Claims are unimpaired and the votes
     were not solicited.  Class 1 claimants will receive 100% of
     their claim.

  b) Class 2 claimants consist of all allowed unsecured claims.  
     Each claimant shall receive its pro rata share of the
     proceeds deposited into the Liquidating Trust subordinate to
     all payments required to be made to allowed priority claims.
      
     100% of holders of Priority Claims under Class 2 voted to
     accept the Plan.   

  c) Class 3 claims consist of all allowed WARN Act claims against  
     the Debtor.  Each claimant under Class 3 shall receive a pro-
     rata share of the proceeds deposited into the Liquidating
     Trust only after Class 2 claimants receive payment of 78.71%
     of their respective allowed claims.

     WARN Act Claims under Class 3 accepted the Plan.  

  d) Class 4 claimants consist of holders of Interests
including,                                                                             
     without limitation, any holders of options, warrants and
     other rights to acquire equity interests in the Debtor.  They
     are not entitled to receive or retain any property under the
     Plan; therefore such holders are deemed to reject the Plan
     and their votes were not solicited.

The Plan was accepted by the two Impaired Classes entitled to
vote.  The Debtor therefore obtained the requisite acceptances
both in number and amount for confirmation of the Plan.

The Debtor has disclosed that Frank Adipietro will be the initial
Liquidating Trustee, who will, under the oversight of the
Oversight Committee, be responsible for effectuating the
transactions contemplated by the Plan.

A full-text copy of Frontline Capital Group's Chapter 11 Plan of
Liquidation is available for free at:

      http://bankrupt.com/misc/FrontlineLiquidationPlan.pdf

                      About Frontline Capital

Based in New York City, FrontLine Capital Group is a holding
company that develops and manages companies servicing small and
medium-size enterprises and mobile workforces of larger companies.
The company filed for chapter 11 protection on June 12, 2002
(Bankr. S.D.N.Y. Case No. 02-12909).  John Edward Westerman, Esq.,
Thomas Alan Draghi, Esq., and Mickee M. Hennessy, Esq., at
Westerman Ball Ederer & Miller, LLP, and Sanjay Thapar, Esq., at
Proskauer Rose LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $264,374,000 in assets and $781,374,000 in debts.


G-I HOLDINGS: Court Sets Oct. 15 Claims Bar Date
------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has set
Oct. 15, 2008, as the last day for filing proofs of interests in
or claims, other than asbestos claims, against G-I Holdings, Inc.,
and debtor-affiliate ACI, Inc., arising prior to Jan. 5, 2001,
with respect to the lead Debtor, and Aug. 3, 2001, with respect to
the affiliate.

Proofs of claim and proofs of interest must be received on or
before Oct. 15, 2008, at:

   a) For mails:

      Epiq Bankruptcy Solutions, LLC
      Attn: G-I Holdings Claims Processing Dept.
      Grand Central Station
      P.O. Box 4-834
      New York, NY 10163-4834

   b) For overnight courier or hand delivery:

      Epiq Bankruptcy Solutions, LLC
      Attn: G-I Holdings Claims Processing Dept.
      757 Third Ave., Third Fl.
      New York, NY 10017

                       About G-I Holdings

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

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

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


GANESHA LLC: Will Conduct Hotel Foreclosure Sale Oct. 4
-------------------------------------------------------
Ganesha, LLC, will conduct a hotel foreclosure sale on Saturday,
Oct. 4, 2008, at 12 p.m. on-site at 30 Lanning St. in Southington,
Connecticut.

Interested parties may contact:

      John Boccalatte, Esq.
      jboccalatte@fgb-law.com
      Farrell, Guarino & Boccalatte, P.C.
      Court Committee
      141 Broad St.
      Middletown, CT 06457
      Tel: (860) 344-1767
      Fax: (860) 343-0568

to obtain information regarding the terms of the sale contract.

Ganesha, LLC, owns and manages hotels and does business as
Travelodge.


GENERAL MOTORS: $3.5BB Facility Draw Down Won't Affect S&P's Rtngs
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
General Motors Corp. (B-/Negative/--) are not immediately affected
by the company's announcement that it will draw down the remaining
$3.5 billion of its secured revolving credit facility.  This
action underscores the anxious state of the capital markets, and
S&P remains concerned that the weak credit markets, if sustained,
could delay or complicate GM's plans to raise an additional
$2 billion to $3 billion from secured debt issuance and another
$2 billion to $4 billion from asset sales.  

S&P does not believe GM's action reflects any additional
deterioration of the company's prospective cash outflows compared
to S&P's assumptions.  S&P previously estimated that GM could use
as much as $16 billion from its global automotive operations this
year, including cash restructuring costs and costs related to
bankrupt former unit Delphi Corp.
     
GM's cash and short-term investments totaled $21 billion at
June 30, 2008, although S&P expects this amount to be reduced by
continued cash outflows.  S&P could lower the ratings if it came
to believe that cash and short-term investments would drop below
$15 billion before the middle of 2009, or if total liquidity would
drop below $20 billion.
     
Separately, GM announced the completion of a $322 million debt-to-
equity exchange.  This action, although positive, represents only
a minor offset to the additional interest costs GM will take on by
drawing the remaining $3.5 billion of its revolving credit
facility.



GLOBAL GEOPHYSICAL: S&P Holds 'B-' Ratings; Outlook Developing
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Houston,
Texas-based Global Geophysical Service Inc. to developing from
positive.  At the same time, S&P affirmed the 'B-' corporate
credit rating and issue ratings on Global.  As of June 30, 2008,
the company had $201 million in debt, adjusted for operating
leases.
     
The developing outlook reflects S&P's concerns that the company
might be challenged to meet its financial covenants for the
quarter ending Sept. 30, 2008.  Hurricane Ike affected operating
performance, and it may affect EBITDA generation for the quarter
ending Sept. 30, 2008, which would constrain the company's ability
to meet its financial covenants through 2008 and imperil ratings.  
While the company's operating environment remains healthy and
financial metrics have been good for the rating, the current
disruption in the credit markets has raised uncertainties about
companies with low ratings and their access to credit lines.
     
S&P could revise the outlook to positive if the company does not
breach the total leverage covenant through 2008 on their total
leverage ratio and has sufficient cushion.  Global has an equity
contribution option in its credit agreement, which allows its
shareholders to inject equity into the company to cure any
covenant breach.  The company has enough flexibility under its
interest coverage covenant, which will be 3.75x for Sept. 30,
2008.  Global interest coverage ratio as of June 30, 2008 was
5.18x.

The developing outlook on Global reflects S&P's concerns that the
company might be challenged to meet its financial covenants for
the quarter ending Sept. 30, 2008.
     
"While the company's operating environment remains healthy and
financial metrics have been good for the rating, the current
crisis in the credit markets has raised uncertainties about
companies with low ratings and their ability to access credit
lines," noted Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.  We could revise the outlook to positive if the
company does not breach the total leverage ratio covenant through
2008, or if the banks waive any such violation.  "A stable or
negative outlook would be warranted if operating performance is
poor or if the company's total leverage ratio is too close to the
financial covenant ratio for a prolonged period of time," she
continued.

                       
GOLD & HONEY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Gold & Honey (1995) LP
        16 South Maryland Avenue
        Port Washington, NY 11050

Bankruptcy Case No.: 08-75237

Chapter 11 Petition Date: September 23, 2008

Court: Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Gary M. Kushner, Esq.
                  gkushner@fcsmcc.com
                  Forchelli, Curto, Schwartz, Mineo, et al.
                  330 Old Country Road
                  PO Box 31
                  Mineola, NY 11501
                  Tel: (516) 248-1700
                  Fax: (5160 248-1729

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

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


GOLDMAN SACHS: Fitch Downgrades Ratings on Five Cert. Classes
-------------------------------------------------------------
Fitch Ratings affirmed these Goldman Sachs Mortgage Loan Trusts,
mortgage pass-through certificates:

Goldman Sachs TE 1998-1
  -- Class A affirmed at 'AAA';
  -- Class RI affirmed at 'AAA';
  -- Class RP affirmed at 'AAA';
  -- Class M downgraded to 'BBB' from 'A+';

Goldman Sachs TE 1998-2
  -- Class A affirmed at 'AAA';
  -- Class RI affirmed at 'AAA';
  -- Class RP affirmed at 'AAA';
  -- Class M affirmed at 'AA-';

Goldman Sachs TE 1998-3
  -- Class A affirmed at 'AAA';
  -- Class RI affirmed at 'AAA';
  -- Class RP affirmed at 'AAA';
  -- Class IO affirmed at 'AAA';
  -- Class M affirmed at 'A+';

Goldman Sachs TE 1998-4
  -- Class A affirmed at 'AAA';
  -- Class RI affirmed at 'AAA';
  -- Class RP affirmed at 'AAA';
  -- Class IO affirmed at 'AAA';
  -- Class M affirmed at 'A+';

Goldman Sachs TE 1998-5
  -- Class A affirmed at 'AAA';
  -- Class RI affirmed at 'AAA';
  -- Class RP affirmed at 'AAA';
  -- Class M affirmed at 'AA';

Goldman Sachs TE 1999-1
  -- Class A1 affirmed at 'AAA';
  -- Class A2 affirmed at 'AAA';
  -- Class X affirmed at 'AAA';
  -- Class B1 affirmed at 'AAA';
  -- Class B2 affirmed at 'AA+';
  -- Class B3 affirmed at 'A+';
  --  Class B4 affirmed at 'BBB+';
  -- Class B5 downgraded to 'B' from 'BB';

Goldman Sachs TE 1999-2
  -- Class A affirmed at 'AAA';
  -- Class RI affirmed at 'AAA';
  -- Class RP affirmed at 'AAA';
  -- Class IO affirmed at 'AAA';
  -- Class M affirmed at 'A';

Goldman Sachs TE 1999-3
  -- Class A affirmed at 'AAA';
  -- Class RI affirmed at 'AAA';
  -- Class RP affirmed at 'AAA';
  -- Class M affirmed at 'A+';

Goldman Sachs TE 2001-1
  -- Class B1 affirmed at 'AA+';
  -- Class B2 affirmed at 'A+';
  -- Class B3 affirmed at 'BBB+';
  --  Class B4 affirmed at 'BB+';
  -- Class B5 affirmed at 'B';

Goldman Sachs TE 2001-2
  -- Class A affirmed at 'AAA';
  -- Class IO affirmed at 'AAA';
  -- Class M affirmed at 'AA-';

Goldman Sachs TE 2002-1
  -- Class A1 affirmed at 'AAA';

Goldman Sachs TE 2003-1
  -- Class 1A1 affirmed at 'AAA';
  -- Class 1A1B affirmed at 'AAA';
  -- Class 1A1C affirmed at 'AAA';
  -- Class 1A2 affirmed at 'AAA';
  -- Class 1A3A affirmed at 'AAA';
  -- Class 1A3X affirmed at 'AAA';
  -- Class 1AX affirmed at 'AAA';
  -- Class 1AP affirmed at 'AAA';
  -- Class 2A1 affirmed at 'AAA';

GSMPS Mortgage Loan, series 2003-3
  -- Class A1 affirmed at 'AAA';
  -- Class A2 affirmed at 'AAA';
  -- Class AX affirmed at 'AAA';
  -- Class B1 downgraded to 'A' from 'AA';
  -- Class B2 downgraded to 'C/DR6' from 'A'';
  -- Class B3 downgraded to 'C/DR6' from 'B'
  -- Class B4 downgraded to 'C/DR6' from 'CCC/DR3';
  -- Class B5 revised to 'C/DR6' from 'C/DR5';

The underlying collateral for these transactions consists of
mortgage loans insured by the Federal Housing Administration and
partially guaranteed by the Department of Veterans Affairs or the
Rural Housing Service.  The mortgage loans are secured by first
liens on one- to four-family residential real properties and had
been contractually delinquent at origination.  The mortgage loans
were purchased by Goldman Sachs from various sellers and are being
serviced by various entities.


GRAND CARNIVAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Grand Carnival Manufacturing, LLC
        261 Northwest Boulevard
        Fenton, MO 63026

Bankruptcy Case No.: 08-47332

Chapter 11 Petition Date: September 23, 2008

Court: Eastern District of Missouri (St. Louis))

Judge: Barry S. Schermer

Debtor's Counsel: Robert E. Eggmann, Esq.
                  eggmann@ctfpc.com
                  Copeland, Thompson et al.
                  231 S. Bemiston, Suite. 1220
                  St. Louis, MO 63105
                  Tel: (314) 726-1900
                  
Total Assets: $1,420,716

Total Debts: $1,088,815

A copy of Grand Carnival's petition with a list of its 20 largest
unsecured creditors is available for free at:

               http://researcharchives.com/t/s?32ac


GREAT LAKES TISSUE: Files for Chapter 11 Protection
---------------------------------------------------
Erik Larson of Bloomberg News reports that Great Lakes Tissue Co.,
Inc., filed for Chapter 11 bankruptcy court protection in the U.S.
Bankruptcy Court for the Eastern District of Michigan on Sept. 22
after a plan to sell itself to a competitor fell apart.

A proposed sale of the Debtor to Green Bay, Wisconsin-based
National Packaging Services Corp., according to the report,
collapsed last week, forcing it to seek a state grant to maintain
operations, the Cheboygan Daily Tribune reported on Sept. 18.

The case is In re Great Lakes Tissue Co., 08-22796, U.S.
Bankruptcy Court, Eastern District of Michigan (Bay City).  

Cheboygan, Michigan-based Great Lakes Tissue Co., Inc.,
manufactures paper and stock towels, tissues and napkins.  At the
time of filing, the Debtor listed assets of $7.7 million and debts
of $14.2 million.


HARRY & DAVID: S&P Trims Corp. Credit to 'B-' on Weak Performance
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Medford, Oregon-based Harry & David Operations Corp. to
'B-' from 'B'.  S&P also lowered the rating on the company's
$175 million senior fixed-rate notes and $70 million senior
floating-rate notes to 'CCC+' from 'B-'.  The recovery rating on
these notes remains at '5', indicating S&P's expectation for
modest (10%-30%) recovery of principal in the event of default.   
The outlook is stable.
     
"The rating action is based on Harry & David's continued
weaker-than-expected operating performance and our belief that the
company will remain challenged by the soft U.S. economy,"
explained Standard & Poor's credit analyst Mariola Borysiak.
Another factor is the likelihood that credit metrics will
deteriorate in coming quarters.

                       
HOME INTERIORS: Taps Houlihan Lokey to Sell Operating Assets
------------------------------------------------------------
Home Interiors & Gifts Inc. will seek approval from the U.S.
Bankruptcy Court, Northern District of Texas, to sell the
company's operating entities.  The board of directors determined
that a sale of assets at market value will yield the highest and
best return for stakeholders.  

The company has petitioned the Court for approval to employ
investment banking firm Houlihan Lokey Howard & Zukin Capital Inc.
to manage the sale process.  

The company filed for protection under Chapter 11 of the U.S.
Bankruptcy Code April 29, 2008. The company's foreign affiliates
(Home Interiors de Mexico; Home Interiors Services de Mexico; and
Home Interiors and Gifts of Canada, Inc.) and its subsidiary,
Domistyle Inc., were not a part of the Chapter 11 filing.

The company intends to petition the Court to establish bid
procedures and a timeline for the sale of operating entities.  
The company anticipates that these procedures will provide for:

   -- U.S., Canada and Puerto Rico operational assets will be
      offered as a single unit.  Home Interiors & Gifts' president
      and chief executive officer, Robin Crossman, is leading a
      team of investors that is expected to submit a bid to
      purchase certain operational assets of the U.S., Canada and
      Puerto Rico entities.

   -- The company's operations in Mexico, Home Interiors de
      Mexico, will be offered independently.  Fabian Uribarren,
      president of Home Interiors de Mexico, is leading a team
      that is expected to be the lead candidate to purchase this
      entity.

   -- Domistyle Inc. will be offered as an independent company.
      Domistyle is a home dA(C)cor and home fragrance manufacturer
      and distributor based in Dallas, Texas.  The company was
      founded by Brenda Buell and sold to Home Interiors & Gifts
      in 2002.  Ms. Buell, president of Domistyle, is leading a
      team that is expected to be the lead candidate to purchase
      this entity.

   -- The company's Laredo Candle operational assets, based in
      Laredo, Texas, will be offered as a single unit; however,
      it may be included as part of a sale of Domistyle.

"The board believes that an auction process that preserves the
operating units' management teams will ensure the maximum
stability among employees, vendors and customers during the sale
process and will ensure the maximum financial recovery value for
creditors," William K. Snyder, chief restructuring officer, said.

The Court has approved the company's motions to pay employees and
decorating consultants, for the continuation of benefits and
certain incentive programs and for the payment of certain critical
vendors and suppliers to allow the company to continue to conduct
business operations while in Chapter 11.

                      About Home Interiors

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 $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 from their creditors, they listed
assets of between $100 million and $500 million and the same range
of debts.


HOSPITAL PARTNERS: River Oaks Losses Blamed for Chapter 11 Filing
-----------------------------------------------------------------
Hospital Partners of America, along with its four affiliates,
filed voluntary petition under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware citing financial difficulties as a result of
substantial losses at the River Oaks Medical Center and several of
its operating hospitals.

The company is the corporate parent of River Oaks, a holder of
substantial equity position in River Oaks Medical Center LP.  Both
River Oaks and River Oaks Partnership are debtors in possession in
separate cases currently pending before the same Court.

Before it filed for bankruptcy, the company initiated effort to
address its financial issues by commencing a marketing process to
sell its interest in the operating hospitals; however, the company
was unable to facilitate any of the potential transaction before
the cash available to fund their operations reached a critically
low level.

According to Charlotte Business Journal, the company retained:

  (i) Merril Lynch & Co. Inc. to look for potential parties to
      purchase its ownership in St. Joseph Medical Center and
      Trinity Medical Center, and

(ii) Cain Brothers to handle the sale process at Shasta Regional
      Medical Center LLC and Austin Surgical Hospital.

New Enterprises Associates 10, Limited Partnership, the company's
largest equity holder, agreed to provide $2.5 million debtor-in-
possession financing with interest at 10% per annum, subject to
court approval.  The loan will expire by Nov. 15, 2008.

The company listed assets and debts between $100 million and
$500 million each.  The Debtor owes as much as $90 million to
unsecured creditors including Medical Properties Trust Inc. from
Birmingham, Alabama, asserting $43.2 million in claims;
Silverpoint Capital LP from Greenwich, Connecticut, asserting
$35 million; and Medistar Corporation from Houston, Texas,
asserting $5.3 million.

The company is a guarantor of about $330 million of unsecured
indebtedness of the operating hospital; however, guarantee
obligations of $210 million are secured by stock pledges.  Prior
to its bankruptcy filing, the company obtained an emergency line
of credit of up to $1 million from New Enterprises secured by
stock pledges and security interest in certain net cash proceeds
from the disposition of other equity interest.

Headquartered in Charlotte, North Carolina, Hospital Partners
of America -- http://www.hospitalpartners.com/-- develops and  
manages hospitals.  The company's employees provide management and
support services to the personnel of the non-debtor operating
hospitals including services relating to human resources,
financial, legal, regulatory and information technology.

As reported in the Troubled Company Reporter on July 4, 2008,
River Oaks Medical Center LP filed for Chapter 11 protection on
July 2, 2008 (Bankr. D. Delaware Case No. 08-11354).  Dereck C.
Abbot, Esq., at Morris Nichols Arsht & Tunnel, represents the
Debtors.  When it filed for protection from its creditors, it
listed assets of between $50 million and $100 million, and debts
of between $10 million and $50 million.


HOSPITAL PARTNERS: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hospital Partners of America, Inc.
        2815 Coliseum Centre Drive, Suite 150
        Charlotte, NC 28217
        Tel: (704) 424-6800
        Fax: (704) 423-8895

Bankruptcy Case No.: 08-12180

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
SJ Medical Center Management LLC                   08-12181
Surgical Hospital of Austin Management Inc.        08-12182
Austin Surgical Hospital Holdings Inc.             08-12183
Trinity MC Management LLC                          08-12184

Type of Business: The Debtors develop and manage hospitals.
                  See: http://www.hospitalpartners.com/

Chapter 11 Petition Date: September 24, 2008

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtors' Counsel: Klee, Tuchin, Bogdanoff & Stern LLP

Debtors Co-Counsel: Curtis A. Hehn, Esq.
                    chehn@pszjlaw.com
                    Laura Davis Jones, Esq.
                    ljones@pszjlaw.com
                    Michael Seidl, Esq.
                    mseidl@pszyj.com
                    Pachulski Stang Ziehl & Jones LLP
                    919 N. Market Street, 17th Floor
                    Wilmington, DE 19801
                    Tel: (302) 652-4100
                    Fax: (302) 652-4400
                    http://www.pszjlaw.com

Chief Executive Officer: Joseph A. Bondi
                         Managing Director
                         Alvarez & Marsal North America LLC
                         600 Lexington Avenue, 6th Floor
                         New York, NY 10022
                         Tel: (212) 759-4433
                         Fax: (212) 759-5532
                         http://www.alvarezandmarsal.com

Claims Agent: Kurtzman Carson Consultants LLC

Corporate and Litigation Counsel: Moore & Van Allen PLLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Medical Properties Trust Inc.  guarantee             $43,200,000
1000 Urban Center
Drive, Suite 501
Birmingham, AL 35242
Tel: (205) 397-8880
Fax: (205) 969-3756

Silverpoint Capital LP         guarantee             $35,000,000
Two Greenwich Plaza, 1st fl.
Greenwich, CT 06830
Tel: (203) 542-4229
Fax: (203) 542-4329

Medistar Corporation           guarantee             $5,399,000
7670 Woodway Drive, Suite 160
Houston, TX 77063
Tel: (713) 266-8990
Fax: (713) 977-7177

Oscar J. Barahona, Sr. and     lawsuit               $1,900,000    
Maria C. Medina
c/o Mithoff Law Firm
Penthouse, One Allen Center
500 Dallas, Suite 3450
Houston, TX 77002
Tel: (713) 654-1122
Fax: (713) 739-8085

Amegy Bank of Texas            guarantee             $1,612,288
4400 Post Oak Parkway
Houston, Texas 77027
Tel: (713) 235-8810
Fax: (713) 439-5949

GE Healthcare Financial        guarantee             $1,567,401
Services
500 West Monroe
Chicago, IL 60661
Tel: (312) 441-7705
Fax: (312) 441-7770

Hitachi Capital America Corp.  guarantee             $794,536
Smt Leasing Company
204 Gibraltar Road, Suite 150
Horsham, PA 19044
Tel: (267) 532-1800
Fax: (267-532-1810

IBM Credit LLC                 guarantee             $337,569
New Orchard Road
Armonk, NY 10504
Tel: (914) 765-1900
Fax: (914) 499-6445

Delage Landen                  note payable          $269,171
1111 Old Eagle School Road
Wayne, PA 19087-1453
Tel: (610) 386-5000
Fax: (610) 386-5840

Siemens Financial Services     note payable          $218,566
Inc.

Winston & Strawn LLP           trade payable         $86,258

Microsoft                      note payable          $23,752

Vinson & Elkins LLP            trade payable         $11,617

Herring & Pirtle Inc dba       trade payable         $6,791
Herring Design

March USA Inc.                 trade payable         $5,146

Staples Inc.                   trade payable         $1,415

GreatAmerica Leasing Corp.     cap lease             $666


HRP MYRTLE: Files for Voluntary Chapter 11 Protection
-----------------------------------------------------
HRP Myrtle Beach Holdings, LLC, the parent company of Hard Rock
Park, announced on Sept. 24 that it and its debtor-affiliates have
filed voluntary Chapter 11 bankruptcy petitions with the U.S.
Bankruptcy Court for the District of Delaware (Lead Case No. 08-
12193).

This process, according to the Debtor, will give it the
opportunity to restructure its balance sheet and reduce its debt
to ensure the future health and sustainability of the company.

"The downturn in overall consumer spending combined with rising
fuel costs have had a significant impact on tourism in Myrtle
Beach and other markets.  Additionally, the frozen credit markets
and the unprecedented volatility in the global financial markets
has severely limited our ability to line up the planned financial
resources needed to execute our summer marketing plan and
adequately promote the Park," said Chief Executive Officer Steven
Goodwin.  "As a result, we have made the strategic decision to
utilize the Chapter 11 process to proactively address these issues
and provide the Park with the financial resources it requires for
future success."

In conjunction with the filing, Hard Rock Park has closed for the
remainder of the 2008 season to allow management to focus on the
restructuring process.  Following the completion of this process,
Hard Rock Park intends to re-open for the 2009 season, according
to the Debtor.

Mr. Goodwin concluded, "I would like to thank our employees,
annual pass holders, visitors, vendors, sponsors and all of the
other great people that were essential in making our inaugural
season happen.  Visitors to Hard Rock Park overwhelmingly compare
their experience to the best that major theme parks have to offer
and we look forward to continued success as a first class
entertainment destination in the years to come."

Myrtle Beach, South Carolina-based HRP Myrtle Beach Holdings,
LLC,-- http://www.hrpusa.com/--wholly owns HRP Myrtle Beach  
Operations, LLC, which owns and operates rock-n-roll theme park
Hard Rock Park under a long term license agreement with Hard Rock
Cafe International (USA), Inc.

Daniel J. DeFranceschi, Esq., and Paul Noble Heath, Esq., at
Richards, Layton & Finger represent the Debtors in their
restructuring efforts.  The lead Debtor listed between
$100,000,000 and $500,000,000 in assets and $100,000,000 and
$500,000,000 in debts in its filing.


HRP MYRTLE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: HRP Myrtle Beach Holdings, LLC
        211 George Bishop Parkway
        Myrtle Beach, SC 29579

Bankruptcy Case No.: 08-12193

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
HRP Myrtle Beach Holdings Capital Corp.            08-12194
HRP Myrtle Beach Operations, LLC                   08-12195
HRP Myrtle Beach Capital Corp.                     08-12196
HRP Myrtle Beach Management, LLC                   08-12197
HRP Global Management, LLC                         08-12198
We Got Your Back Security Co., LLC                 08-12199

Type of Business: The Debtors own and operate Hard Rock Park, a
                  rock-n-roll theme park in Myrtle Beach, South
                  Carolina, under a long-term license agreement
                  with Hard Rock Cafe International (USA), Inc.
                  See: http://www.hrpusa.com/

Chapter 11 Petition Date: September 24, 2008

Court: District of Delaware (Delaware)

Debtors' Bankruptcy Counsel: Paul, Hastings, Janofsky & Walker LLP

Debtors' Local Counsel: Daniel J. DeFranceschi, Esq.
                        defranceschi@rlf.com
                        Paul Noble Heath, Esq.
                        heath@rlf.com
                        Richards, Layton & Finger
                        One Rodney Square, P.O. Box 551
                        Wilmington, DE 19899
                        Tel: (302) 651-7700
                        Fax: (302) 651-7701

Financial Advisor: RAS Group Inc.

Chief Executive Officer: Steven Goodwin

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Avrett Free & Ginsberg         trade debt            $1,382,957
Attn: Kelly Vancampen
PO Box 7247-7827
Philadelphia, PA 19170-7827
Tel: (212) 832-3800
Fax: (212) 832-3808

Premier Rides Inc.             trade debt            $886,113
Attn: Jim Seay
401 Headquarters
Drive, Suite 201
Millersville, MD 21108
Tel: (410) 923-0414
Fax: (410) 923-3157

SCS Interactive                trade debt            $329,308
Attn: Doug Pagel
12000 East 47th St., Ste. 400
Denver, Co 80239
Tel: (888) 214-9698
Fax: (303) 539-8599

Morris Architects              trade debt            $328,224
Attn: Cecilia Livington
PO Box 4673
Tel: (713) 662-1180
Fax: (407) 839-0410

Kratos Southeast Inc.          trade debt            $219,243

Aerial Effects                 trade debt            $149,908

Melton Electric/Melton
Heating, Cooling & Plumbing    trade debt            $141,703

Terrel Creative                trade debt            $115,972

Electrosonic                   trade debt            $113,944

Joe Mertz Production           trade debt            $111,852

Top Shelf Marketing            trade debt            $109,014

US Food Service                trade debt            $102,124

Transmed LLC                   trade debt            $96,691

Starwood of Myrtle Beach       trade debt            $91,970

Huss Park Attractions          trade debt            $84,448

Waymatic                       trade debt            $75,938

Porter World Trade Inc.        trade debt            $72,817

Mosley Erecting Company        trade debt            $68,933

Lakeshirts, Inc.               trade debt            $68,048

Thompson Mechanical            trade debt
$61,190                       
        

IL LUGANO: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------
IL Lugano LLC filed a list of its 20 largest unsecured creditors.

   Creditor                                   Amount of Claim
   --------                                   ---------------
Spec Ops, LLC                              
1651 Southwest 139th Avenue
Davie, FL 33325                                   $438,124

The Puccini Group
155 Sansome Street, Penthouse
San Francisco, CA 94104                            $94,555

Suffolk Const. Com., Inc.
515 North Flagler Drive
5th Floor
West Palm Beach, FL 33401                          $90,779

Atkinson, Diner, Stone, Et. Al.
One Financial Plaza
Suite 1400
Fort Lauderdale, FL 33394                          $61,587

Premium Financing Specialists
P.O. Box 100120
1400 E Southern Avenue, Suite 240
Tempe, AZ 85282                                    $34,725

Otis Elevator Company
P.O. Box 905454
Charlotte, NC 28290-5454                           $32,474

FPL
General Mail Facility                            
Miami, FL 33188-0001                               $28,180

Marketing Magic, Inc.
2830 North 28th Terrace
Hollywood, FL 33020                                $25,831

HotRock Ovens
4640 Wismer Road
Doylestown, PA 18902                               $18,667

2007 Federal Payroll
Taxes & Penalties                                  $18,484

Willis Of Pennsylvania, Inc.
P.O. Box 905432
Charlotte, NC 28290                                $15,324

Tig Global LLC
5335 Wisconsin Avenue North West, Suite 780
Washington, DC 20015                               $13,340

Preferred Hotel Group
38999 Eagle Way
Chicago, IL 60678-1389                             $12,739

Greenberg Traurig, LLP
2101 L Street, North West, Suite 1000
Washington, DC 20037                               $12,439

US Foodservice-Standard
P.O. Box 3703
Charleston, WV 25337                               $11,624

Electric Design & Lighting
2433 North West 16th Lane #6
Pompano Beach, FL 33064                            $10,100

Elite Laundry Serv Of FL, Inc.
7920 North West 76th Avenue
Medley, FL 33166                                    $7,403

Edward Don & Company
135 S. LaSalle Street
Department 2562
Chicago, IL 60674-2566                              $7,083

The Cit Grp/Comm. Serv., Inc.
P.O. Box 1036
Charlotte, NC 28201                                 $6,731

Steven Feller P.E., Inc.
500 Northeast Third Avenue
Fort Lauderdale, FL 33301                           $6,064

Headquartered in Fort Lauderdale, Florida, IL Lugano LLC --
http://www.illugano.com/-- owns a hotel.  The company filed for  
chapter 11 protection on Aug. 29, 2008 (Bankr. D. Conn. Case No.
08-50811).  James Berman, Esq., at Zeisler and Zeisler, represents
the Debtor.  When the Debtor filed for protection from its
creditors, it listed assets of between
$50 million and $100 million and debts of between $1 million and
$10 million.
               

IMMUNICON CORP: Ch. 11 Liquidating Plan Hearing Set for Oct. 31
---------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Delaware set an Oct. 31, 2008,
confirmation hearing for the liquidating Chapter 11 plan of
Immunicon Corp. and its debtor-affiliates.  The Plan was designed
to pay unsecured creditors in full with interest.

The plan leaves open the possibility of some distribution to
common stockholders, according to the report.

                   About Immunicon Corporation

Headquartered in Huntington Valley, Pennsylvania, Immunicon
Corporation and its debtor-affiliates -- http://www.immunicon.com/    
-- offers products and services for cell analysis and molecular
research.  The Debtors filed for Chapter 11 protection on June 11,
2008 (Bankr. D. Del. Lead Case No. 08-11178).  Sheldon K. Rennie,
Esq., at Fox Rothschild LLP, represents the Debtors in their  
restructuring efforts.  Schulte Rote & Zabel LLP is the Official
Committee of Unsecured Creditors' proposed bankrupcy counsel.  
When Immunicon Corp. filed for protection from its creditors, it
listed estimated assets of $9,231,264 and estimated debts of
$24,309,838.


JAMES BAKER: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------
Debtor: James R. Baker
        5620 E. Nauni Valley Dr.
        Paradise Valley, AZ 85253

Bankruptcy Case No.: 08-12806

Chapter 11 Petition Date: September 23, 2008

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Dean M. Dinner, Esq.
                  ddinner@nussbaumgillis.com
                  Nussbaum & Gillis
                  14500 N. Northsight Blvd., Suite 116
                  Scottsdale, AZ 85260-0001
                  Tel: (480) 609-0011

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/azb08-12806.pdf



JEFFERSON COUNTY: Faces Another Sept. 30 Debt Payment Deadline
--------------------------------------------------------------
The Jefferson County (Ala.) Commission approved on Sept. 22 an
agreement to delay a payment on its general obligation debt,
Barnett Wright of The Birmingham News reports.  The Commission
agreed to delay a $20 million payment that was due Sept. 15 to
holders of about $270 million in such bonds.  The $20 million
payment was the first of six installments the county must pay to
retire that portion of its general obligation debt, according to
the report.

Reuters say the Commission endorsed the forbearance agreement --
that would run until Sept. 30 -- with New York-based JPMorgan
Chase & Co. and Bayerische Landesbank for GO warrants the county
sold in 2001.  Reuters, citing Standard & Poor's Rating Services,
says the banks, in their role as liquidity facility providers,
were holding the warrants, which could, if not sold to investors,
ignite $20 million of accelerated debt service payments by the
county this month and another $20 million early next year.

Birmingham News says JP Morgan Chase was one of the banks that
agreed to act as buyers of last resort for the variable-rate bonds
when investors dumped them, with the understanding that the county
would repurchase the debt.

As reported by the Troubled Company Reporter on Aug. 4, 2008,  
Moody's downgraded to Ba3 from Baa1 the rating on Jefferson
County's (AL) $270 million in outstanding general obligation debt.  
That time, Moody's also downgraded: to B1 from Baa2 the county's
$86.7 million in outstanding lease revenue warrants issued through
the Jefferson County Public Building Authority; to B1 from Baa2
the county's $996.8 million in limited obligation school warrants
secured by sales taxes; to B1 from Baa1 the rating on
$20.3 million in special tax bonds issued by the Birmingham-
Jefferson Civic Center Authority (BJCCA) partially secured by the
county's occupational tax; and to B1 from Baa2 the rating on
$40.86 million in debt issued by BJCCA partially secured by a
beverage tax and lodging tax levied and the collected by the
county. The sewer revenue bonds continue to be rated Caa3, on
review for possible downgrade.

Jefferson County also faces a Sept. 30 deadline in relation to its
$3.2 billion sewer debt.  Last month, Jefferson County's sewer
bond creditors, agreed to postpone payments on the debt until the
end of the month, giving the parties time to negotiate a
restructuring plan.  A previous agreement with creditors that
provided the county time to work toward a solution expired August
29, 2008.  Creditors of Jefferson County agreed not to take any
legal action against the county for 30 days or until Sept. 30 in
relation to the sewer debt.  As reported by the TCR on Sept 16.,
2008, Jefferson County commissioners rejected a proposal from
banks and bond insurers to expand sales and business taxes to help
repay $3.2 billion of sewer debt.

                     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.  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.  Jefferson County has $4.6 billion in overall
debt, including $3.2 billion in sewer bonds.

                          *     *     *

As reported by the Troubled Company Reporter on Sept. 19, 2008,
Standard & Poor's Ratings Services lowered its rating three
notches on Jefferson County, Alabama's series 1997A, 2001A, and
2003 B-1-A through series 2003 B-1-E, as well as its series 2003
C-1 through 2003 C-10 sewer system revenue bonds to 'C' from
'CCC'.  At the same time, S&P revised the CreditWatch implications
on the bonds to negative from developing.

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


JEFFERSON COUNTY: To File Counterclaim Against Bond Insurers
------------------------------------------------------------
Barnett Wright of The Birmingham (Ala.) News reports that the
Jefferson County Commission authorized Birmingham law firm Bradley
Arant Rose & White on Monday to file a counterclaim against two
New York bond insurers allegedly responsible for the financial
crisis stemming from the county's $3.2 billion sewer debt.

As reported by the Troubled Company Reporter on Sept. 19, 2008,
Syncora Guarantee Inc., a wholly owned subsidiary of Syncora
Holdings Ltd., Financial Guaranty Insurance Company, and The Bank
of New York Mellon, as Trustee for $3.2 billion of Jefferson
County Sewer Revenue Warrants, acting at the direction of the Bond
Insurers, filed a suit against Jefferson County Alabama and the
County's Commissioners. The Bond Insurers insure approximately
$2.8 billion in Jefferson County Sewer Revenue Warrants.

The suit, which was filed in the United States District Court for
the Northern District of Alabama, includes a request to the Court
to appoint an independent and qualified receiver to: manage the
Jefferson County Sewer System; consider and implement any
appropriate rate modifications and other sources of revenue;
ensure compliance with applicable laws; assist in achieving an
appropriate financial resolution; and pursue any bona fide claims.

According to the Birmingham News, the county could seek as much as
$100 million for interest payments it says it shouldn't have had
to make, and another $56 million in premiums the county paid for
bond insurance.

Commission President Bettye Fine Collins said the counterclaim
could be filed as soon as this week, although county attorneys
have 20 days to prepare the filing, according to the report.

Syncora Guarantee Inc. is a wholly owned subsidiary of Syncora
Holdings Ltd.  Financial Guaranty Insurance Company is a wholly
owned subsidiary of FGIC Corporation.

                 Sept. 30 Debt Payment Deadlines

The Jefferson County faces two debt payment deadlines on Sept. 30.  
On Sept. 22, the Commission approved an agreement to delay  a $20
million payment on its general obligation debt, The Barnett Wright
of the Birmingham News reports.  The Commission agreed to delay a
$20 million payment that was due Sept. 15 to holders of about
$270 million in such bonds.  The $20 million payment was the first
of six installments the county must pay to retire that portion of
its general obligation debt, according to the report.

Melinda Dickinson of Reuters reports that the Commission endorsed
the forbearance agreement -- that would run until Sept. 30 -- with
New York-based JPMorgan Chase & Co. and Bayerische Landesbank for
GO warrants the county sold in 2001.

Sept. 30 is also the deadline by which the County must make
payments for its $3.2 billion sewer debt.  Last month, Jefferson
County's sewer bond creditors agreed to postpone payments on the
debt until the end of the month, giving the parties time to
negotiate a restructuring plan.  A previous agreement with
creditors that provided the county time to work toward a solution
expired August 29, 2008.  Creditors of Jefferson County agreed not
to take any legal action against the county for 30 days or until
Sept. 30 in relation to the sewer debt.  As reported by the TCR on
Sept 16., 2008, Jefferson County commissioners rejected a proposal
from banks and bond insurers to expand sales and business taxes to
help repay $3.2 billion of sewer debt.

                     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.  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.  Jefferson County has $4.6 billion in overall
debt, including $3.2 billion in sewer bonds.  


                          *     *     *

As reported by the Troubled Company Reporter on Sept. 19, 2008,
Standard & Poor's Ratings Services lowered its rating three
notches on Jefferson County, Alabama's series 1997A, 2001A, and
2003 B-1-A through series 2003 B-1-E, as well as its series 2003
C-1 through 2003 C-10 sewer system revenue bonds to 'C' from
'CCC'.  At the same time, S&P revised the CreditWatch implications
on the bonds to negative from developing.

As reported by the TCR on July 22, 2008, Moody's continues to
review the Caa3 rating on Jefferson County's (AL) $3.2 billion in
outstanding sewer revenue warrants for possible downgrade.  The
TCR Reported on Aug. 4, 2008 that Moody's downgraded to Ba3 from
Baa1 the rating on Jefferson County's (AL) $270 million in
outstanding general obligation debt.  

That time, Moody's also downgraded: to B1 from Baa2 the county's
$86.7 million in outstanding lease revenue warrants issued through
the Jefferson County Public Building Authority; to B1 from Baa2
the county's $996.8 million in limited obligation school warrants
secured by sales taxes; to B1 from Baa1 the rating on
$20.3 million in special tax bonds issued by the Birmingham-
Jefferson Civic Center Authority (BJCCA) partially secured by the
county's occupational tax; and to B1 from Baa2 the rating on
$40.86 million in debt issued by BJCCA partially secured by a
beverage tax and lodging tax levied and the collected by the
county. The sewer revenue bonds continue to be rated Caa3, on
review for possible downgrade.


JOSEPH GAMMON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Joseph Britton Gammon
        P.O. Box 31937
        Santa Fe, NM 87594

Bankruptcy Case No.: 08-13158-11

Chapter 11 Petition Date: September 23, 2008

Court: New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: Arin Elizabeth Berkson, Esq.
                  mbglaw@swcp.com
                  Moore, Berkson & Gandarilla, P.C.
                  P.O. Box 216
                  Albuquerque, NM 87103-0216
                  Tel: (505) 242-1218
                  Fax: 505-242-2836

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of the Debtor's petition and list of 20 largest unsecured
creditors is available for free at:

               http://researcharchives.com/t/s?32ad


JPMORGAN TRUST: S&P Cuts Certificate Rating to 'CCC+' from 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
P commercial mortgage pass-through certificates from JPMorgan
Chase Commercial Mortgage Securities Trust 2006-LDP8 to 'CCC+'
from 'B-'.  Concurrently, S&P affirmed its ratings on 23 other
classes from this transaction.
     
The downgrade reflects credit concerns with three ($13.2 million)
of the nine loans ($48.7 million, 2%) in the pool that have
reported debt service coverage levels that are less than 1.0x.  
The downgrade also reflects anticipated credit support erosion
upon the eventual resolution of the two assets that are currently
with the special servicer.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
Three of the nine loans that have reported DSC of less than 1.0x
are current credit concerns.  The nine loans are secured primarily
by a variety of multifamily, office, lodging, and retail
properties, have an average balance of $5.4 million, and have
experienced an average decline in DSC of 66% since issuance.  The
three loans that are credit concerns are secured by multifamily,
office, and lodging properties.  These properties have experienced
a combination of declining occupancies and higher operating
expenses.  

The remaining loans secure properties that are in various stages
of renovation or lease-up, and are not currently credit concerns
because S&P expects the net cash flow available for debt service
to improve in the future.
     
There are two assets with an aggregate total exposure of
$10.1 million with the special servicer, J.E. Roberts Co.  Details
of these assets are:

     -- Wilmington on Drexel ($6.1 million total exposure) is
        secured by a 122-unit multifamily complex built in 1916 in
        Chicago, Illinois.  The loan is 90-plus-days delinquent
        and was transferred to the special servicer in August
        2008 due to payment default.  The property reported a
        year-end 2007 DSC of 0.45x and occupancy of 91%.  The low
        DSC is due to increased operating expenses, primarily
        utilities and repairs, and the borrower's inability to
        raise rents to cover the increased expenses.  JER is
        currently reviewing the information provided by the
        borrower.  An appraisal has been ordered and Standard &
        Poor's expects a minimal loss, if any, upon the resolution
        of this asset.

     -- Tomball Marketplace ($4.0 million total exposure) is
        secured by a 34,918-sq.-ft. "L" shaped retail center in
        Tomball, Texas.  The property is shadow-anchored by a
        Wal-Mart Super Center, but sits below the grade of the
        Wal-Mart and has poor visibility.  The loan was
        transferred to the special servicer in March 2008 due to
        payment default and became REO in May 2008.  The borrower
        has pledged a letter of credit for approximately $170,000.

The special servicer converted the letter of credit to cash and
used the funds to cover debt payments through August 2008, at
which time the funds were exhausted.  An architect has been
engaged to address repairs required to the fa??ade, awning,
lighting, and signage of the property.  As of July 15, 2008,
occupancy was 39%.  Standard & Poor's expects a moderate loss upon
the resolution of this asset.
     
As of the Sept. 15, 2008, remittance report, the collateral pool
consisted of 150 loans with an aggregate balance of $3.04 billion,
down from 153 loans with a balance of $3.66 billion at issuance.  
The master servicers, Wells Fargo Bank N.A. and Midland Loan
Services Inc., reported financial information for 95% of the pool.
Ninety-two percent of the servicer-provided information was full-
year 2007 data, and 2% was interim-2007 data.  Standard & Poor's
calculated a weighted average DSC of 1.35x for the pool, down
slightly from 1.36x at issuance.  All of the loans in the pool are
current except for the assets with the special servicer, as
discussed above.

To date, the trust has not experienced any losses.

The top 10 loans have an aggregate outstanding balance of
$1.9 billion (62%) and a weighted average DSC of 1.38x, down from
1.46x at issuance.  The third-largest loan is on the servicer's
watchlist and is discussed below.

Standard & Poor's reviewed property inspections provided by
Midland for all of the assets underlying the top 10 exposures.  
One property was characterized as "excellent" and the remaining
properties were characterized as "good."
     
The credit characteristics of the Tysons Galleria loan remain
consistent with those of an investment-grade obligation.  Tysons
Galleria is the sixth-largest loan in the pool with a trust
balance of $173.5 million and a whole-loan balance of
$255 million.  The whole loan is divided into two senior pari
passu pieces and a B note: a $173.5 million senior piece is
included in this transaction, a $50 million senior piece is
included in the JP Morgan Chase 2006-LDP9 Trust, and a
$31.5 million B note encumbers the property.  The loan is secured
by 309,112 sq. ft. of a 821,045-sq.-ft. regional mall in McLean,
Virginia.  The year-end 2007 DSC was 1.32x and occupancy was 93%.
     
Wells Fargo and Midland reported a watchlist of 25 loans with an
aggregate outstanding balance of $244 million (8%).  The largest
loan on the watchlist is the Neiss Portfolio, which has an
outstanding principal balance of $35.6 million.  The loan is
secured by one single-tenant office property in Warren, Michigan,
and one single-tenant industrial property in Waunakee, Wisconsin.
Combined, these properties include 449,500 sq. ft.  The loan
appears on the watchlist because of a covenant violation.  

The shareholder equity of the sole tenant of the office property,
Asset Acceptance, had fallen below $150 million as of Dec. 31,
2007.  As a result of the covenant violation, the lockbox has
been triggered.  The year-end 2007 DSC and occupancy for the
combined properties was 1.39x and 100%, respectively.
     
Standard & Poor's stressed some of the loans on the watchlist,
along with other loans with credit issues, as part of its pool
analysis.  The resultant credit enhancement levels support the
lowered and affirmed ratings.   

                          Rating Lowered

   JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP8
            Commercial mortgage pass-through certificates

                          Rating
                          ------
             Class     To        From   Credit enhancement
             -----     --        ----   ------------------
             P         CCC+      B-            1.13%

                         Ratings Affirmed

   JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP8
           Commercial mortgage pass-through certificates
  
          Class     Rating            Credit enhancement
          -----     ------            ------------------
          A-1       AAA                     30.25%
          A-2       AAA                     30.25%
          A-3FL     AAA                     30.25%
          A-3A      AAA                     30.25%
          A-3B      AAA                     30.25%
          A-4       AAA                     30.25%
          A-SB      AAA                     30.25%
          A-1A      AAA                     30.25%
          A-M       AAA                     20.17%
          A-J       AAA                     11.60%
          B         AA                       9.83%
          C         AA-                      9.08%
          D         A                        7.69%
          E         A-                       6.55%
          F         BBB+                     5.29%
          G         BBB                      4.29%
          H         BBB-                     3.03%
          J         BB+                      2.65%
          K         BB                       2.40%
          L         BB-                      2.02%
          M         B+                       1.89%
          N         B                        1.51%
          X         AAA                       N/A


                      N/A -- Not applicable.


JPMORGAN TRUST: S&P Corrects Ratings on 4 Classes After Error Cuts
------------------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on four
classes from JPMorgan Mortgage Trust 2007-A1 after having
downgraded them in error on Sept. 17, 2008.  S&P reinstated its
pre-Sept. 17 ratings on these classes based on further review of
the collateral supporting these U.S. residential mortgage
loans.

S&P downgraded these classes on Sept. 17, 2008, based on its
belief that their collateral consisted of prime jumbo loans
originated in 2007; its systems did not identify the loans as
seasoned loans.  S&P has since received additional information
confirming that this transaction consists of loans that were
seasoned an average of 26 months as of Jan. 1, 2007, the cutoff
date for the transaction.  Consequently, S&P expects this mortgage
loan pool to experience lower levels of losses on these seasoned
loans.

S&P reinstated its pre-Sept. 17 ratings on the four affected
classes based on the sufficiency of actual and projected credit
support to maintain the prior ratings.
     
The Sept. 17, 2008, rating actions were part of a larger review of
U.S. prime jumbo residential mortgage-backed securities
transactions issued in 2007.

                          Ratings Revised

                  JPMorgan Mortgage Trust 2007-A1

                                            Rating
                                            ------
     Class   CUSIP       Current     Sept. 17     Pre-Sept. 17
     -----   -----       -------     --------     ------------
     B-1     46630GBH7   AA          A            AA
     B-2     46630GBJ3   A           BB           A
     B-3     46630GBK0   BBB         B            BBB
     B-4     46630GBN4   BB          CCC          BB

                       
KARL HOLT: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Karl David Holt
        Frances Kathleen Holt aka Frances Mitchell
        10 Corral de Tierra Place
        Henderson, NV 89052

Bankruptcy Case No.: 08-20976

Chapter 11 Petition Date: September 22, 2008

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Christopher Patrick Burke, Esq.
                  atty@cburke.lvcoxmail.com
                  218 S Maryland Pky.
                  Las Vegas, NV 89101
                  Tel: (702) 385-7987

Total Assets: $4,724,793

Total Debts: $6,985,366

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

             http://bankrupt.com/misc/nvb08-20976.pdf
                       

KARYKEION INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Karykeion, Inc.
        12134 Victory Blvd.
        Studio City, CA 91606
        Tel: (818) 762-8702

Bankruptcy Case No.: 08-17254

Type of Business: The Debtor offers health care services.

Chapter 11 Petition Date: September 22, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Michael H. Weiss, Esq.
                  mweiss@fms-law.com
                  Fainsbert, Mase & Snyder LLP
                  11835 W Olympic Blvd., Ste. 1100
                  Los Angeles, CA 90064
                  Tel: (310) 473-6400
                  Fax: (310) 473-8702
                  http://fms-law.com/

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Huntington Park Medical Group  contract              $2,078,534
16030 Ventura Blvd., Suite 200
Encino, CA 91436

Cardinal Health                pharmaceuticals       $1,700,000
300 S. Riverside
Chicago, IL 6060

Equicare Portfolio LLC         loan                  $1,500,000
5400 Orange Ave., Suite 200
Cypress, CA 90630

The Fulcrum Group              contract              $600,000
3998 Inland Empire Blvd. #300
Ontario, CA 91764

Epstein, Turner & Song         legal                 $300,000
777 Figuera Blvd., Suite 4950
Los Angeles, CA 90017

Leasing Associates of          lease                 $286,890
Barrington
33 West Higgins
Road, Suite 1030
South Barrington, IL 60010

Advocate Solutions RX          contract              $248,956

Crothall Healthcare Inc.       contract              $228,897

Health Net                     contract              $226,076

X-PRT Medical Imaging          contract              $204,469

Genetic Disease Branch DHS     contract              $200,529

Western Acute Care Physicia    contract              $199,000

AT&T                           contract              $197,947

SC Edison                      contract              $187,393

Bridgeport Medical Management  contract              $167,000

Mission Property Management    contract              $150,000

White Memorial Medical Center  contract              $115,901

RX Relief                      contract              $112,849

Advanced Medical Analysis      contract              $111,531

Biomerieux                     contract              $104,483


LAS VEGAS SANDS: Liquidity Concerns Prompt S&P to Chip Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on the Las Vegas Sands Corp. family of
companies, including Las Vegas Sands LLC, its Venetian Casino
Resort LLC subsidiary, and affiliate VML U.S. Finance LLC, by one
notch.  The corporate credit rating was lowered to 'B+' from
'BB-'.  The corporate credit and issue-level ratings remain on
CreditWatch with negative implications, where they were initially
placed on July 16, 2008.
     
"The downgrade reflects increased concerns around LVSC's liquidity
position, given current issues in the capital markets, continued
weak performance on the Las Vegas Strip, and the potential for a
significant slowdown of the growth trajectory in Macau, all while
the company seeks a significant amount of capital to fund its
development pipeline," explained Standard & Poor's credit analyst
Ben Bubeck.
     
While gaming revenues in Macau were up more than 50% in the first
half of 2008, revenues in the first half of September were flat,
and a potential further tightening of visa restrictions could
stifle growth in this market in the face of continuing investment
in expansion by LVSC. While Sheldon Adelson, the chairman and CEO
of the company (and 69% owner as of Dec. 31, 2007), has indicated
his willingness to support the company, the form and extent of his
support are unclear at this point.

S&P's 'BB-' rating relied on a strong growth trajectory in both
Las Vegas and Macau following the spike in leverage ahead of the
openings of the Palazzo in Las Vegas and the Venetian in Macau.  
As of June 30, 2008, consolidated total debt leverage stood at
9.8x, and given the current dynamics of each of these markets, S&P
does not anticipated meaningful deleveraging over the intermediate
term.
     
The CreditWatch listing continues to reflect significant
underperformance of both the company's Las Vegas and Macau assets
relative to its previous expectations.  Resolution of the
CreditWatch listing will consider several key factors, including:
An assessment of (1) the cash flow potential of the company's Las
Vegas assets given recent weak trends observed across this market
and (2) the impact of additional capacity scheduled to come online
on the Strip over the next several quarters; A better
understanding of the company's plans to finance ongoing expansion
efforts in Macau within the context of the currently challenging
capital market conditions, clarity around the flexibility or
intention to amend or postpone portions of the project pipeline,
and an assessment of the cash flow potential of existing and
future assets in this market; An analysis of the company's overall
liquidity position, considering additional projects in the
pipeline (including the Las Vegas condominium tower and Sands
Bethworks); and Better clarity on the form and extent of any
support to be provided by Sheldon Adelson.

                       
LEHMAN BROTHERS: Taps Bank of New York Mellon as Corporate Trustee
------------------------------------------------------------------
The Bank of New York Mellon said that because of its fiduciary
role as a corporate trustee for Lehman debt issues, the bank
is on the seven-member creditors committee in Lehman's bankruptcy
proceedings.  The bank stated that it has no outstanding loans
to Lehman Brothers Holdings Inc.

A corporate trustee facilitates the payment of interest and
principal between the issuer of debt and investors, well as
providing other fiduciary services.  The bank will represent the
interests of certain bondholders on the creditors committee.

The Bank of New York Mellon Corporation -- http://bnymellon.com/
-- is a financial services company focused on helping clients
manage and service their financial assets, operating in
34 countries and serving more than 100 markets.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the   
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.  
The September 15 Chapter 11 filing by Lehman Brothers Holdings,
Inc., does not include any of its subsidiaries.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).

The Debtors' bankruptcy cases are handled by Judge James M. Peck.  
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Luc A. Despins, Esq., and Wilbur F. Foster,
Jr., Esq., at MILBANK, TWEED, HADLEY & McCLOY LLP, in New York,
and Paul Aronzon, Esq., and Gregory A. Bray, Esq., at MILBANK in
Los Angeles, California, represent the official unsecured
creditors committee.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008. The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.  
The two units of Lehman Brothers Holdings, Inc., which have filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion (US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.


LEHMAN BROTHERS: Allied World Holds $52MM in Lehman Senior Notes
----------------------------------------------------------------
Allied World Assurance Company Holdings Ltd. disclosed that it is
carrying $51.9 million face value of senior notes issued by Lehman
Brothers Holdings Inc.  

The company stated that this represents less than 1% of Allied
World's total investment portfolio and Allied World has no other
ownership interest in Lehman Brothers Holdings Inc.

Headquartered in Bermuda, Allied World Assurance Company Holdings
Ltd. (NYSE:AWH) -- http://www.awac.com/-- through its  
subsidiaries, is a provider of insurance and reinsurance
solutions, offering superior client service through offices in
Bermuda, the United States and Europe.  

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the   
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.  
The September 15 Chapter 11 filing by Lehman Brothers Holdings,
Inc., does not include any of its subsidiaries.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).

The Debtors' bankruptcy cases are handled by Judge James M. Peck.  
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Luc A. Despins, Esq., and Wilbur F. Foster,
Jr., Esq., at MILBANK, TWEED, HADLEY & McCLOY LLP, in New York,
and Paul Aronzon, Esq., and Gregory A. Bray, Esq., at MILBANK in
Los Angeles, California, represent the official unsecured
creditors committee.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008. The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.  
The two units of Lehman Brothers Holdings, Inc., which have filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.


LEHMAN BROTHERS: S&P Cuts Counterparty Credit & Debt Rating to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered the counterparty credit
and debt issue ratings on Lehman Brothers Inc. to 'D'.  At the
same time, S&P removed these ratings from CreditWatch, where they
were placed with developing implications on Sept. 15 following the
filing of Lehman Brothers Holdings Inc. for Chapter 11 bankruptcy
protection.

"The rating action followed the granting of a court order to
Securities Investor Protection Corp. commencing a liquidation
proceeding against Lehman Brothers Inc.," said Standard & Poor's
credit analyst Scott Sprinzen.
     
Lehman Brothers Inc. is LBHI's principal U.S. broker-dealer
subsidiary.


LINENS 'N THINGS: Cerberus Capital Abandons Buyout Plan
-------------------------------------------------------
Linens 'n Things may start taking liquidation bids in mid-October
2008 after Cerberus Capital Management LP abandoned a prospective
plan to buy the struggling store-chain, The New York Post reports.

James Covert of The Post says that for six weeks Cerberus had
been weighing a deal to acquire LNT at a "rock-bottom price," and  
return it to profitability.  Under the plan, Cerberus would have
closed most of LNT's stores, and keep the most profitable ones,
including about 40 stores in Canada.

Cerberus, however, refused to rescue LNT due to its steep losses,
plunging sales, and the huge capital needed to steer LNT around,
The Post reports, citing unnamed sources.

In its latest financial report, LNT disclosed a net loss of
$33,295,334, including $17,186,867 in reorganization-related
items.

Linens Holding Co., and its units filed a Chapter 11 Plan of
Reorganization on Aug. 29, 2008, which contemplates Linens' exit
from Chapter 11 by early 2009, and the retailer keeping more than
half of its stores.  The Plan also provides that holders of its
existing senior notes aggregating $650,000,000 will take ownership
of the reorganized LNT from Apollo Management L.P.  LNT, however,
needs $500,000,000 exit financing to consummate the Plan.

Linens 'n Things has not yet filed documents seeking approval of
the disclosure statement explaining the terms of the Plan, a
requisite before it could solicit votes on the Plan from impaired
creditors.  The company also has not yet provided a time-line for
the confirmation and solicitation process.  According to The
Post, the Plan is no longer considered viable, and LNT may now
look to liquidation bids instead.

The Debtors, however, have kept control of their cases. The
Bankruptcy Court has extended the Debtors' exclusive periods to:

   (a) file a plan through Nov. 28, 2008; and

   (b) solicit and obtain acceptances of that plan through
       Jan. 27, 2009.

The Debtors said in a document submitted to the Court that they
have not yet requested a hearing on either the Disclosure
Statement or the Plan because the Ac Hod Committee of Senior
Noteholders have not yet conveyed their support to the Plan.  
"Unless and until the Noteholder Committee affirmatively supports
the Plan, the Debtors do not intend to move forward with
scheduling hearings on the adequacy of the Disclosure Statement
or confirmation of the Plan," said Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware.

Levine Leichtman Capital Partners Deep Value Fund, L.P., the
beneficial owner of $43,500,000 and a member of the Noteholder
Committee, has said that a critical component of the Debtors'
reorganization will be the continued trade support of the
Debtors' operations.  The Debtors had approximately 1,000 trade
vendors as of the Petition Date.  The Debtors have obtained an up
to $100 million letter of credit which they have provided as
security to vendors, in exchange for their agreement to extend to
the Debtors trade terms that required payment in no fewer than 45
days.  About 80 vendors are participating in that program.

The terms of the Debtors' $700,000,000 DIP Credit Facility from
General Electric Capital Corp. and other lenders provide that the
Debtors will default on the postpetition loans if they fail to:

   -- file the Reorganization Plan and Disclosure Statement by
      August 29;

   -- obtain approval of the Disclosure Statement by October 12;

   -- complete the solicitation of the Plan and Disclosure
      Statement by November 17; and

   -- obtain a confirmation order by December 1.

The DIP Lenders, however, have previously agreed to amendments
under the $700,000,000 loans.  They agreed to additional fees
from LNT in exchange of waivers of requirement that LNT meet
certain sales levels.  The Debtors' actual sales receipts for the
cumulative four-week periods ending on July 5 and July 12, 2008,
were less than 90% of the budgeted sales receipts for those
periods, which violated their original covenant.

                    Vendors Are Still Hopeful

Even with the alleged failure of the Cerberus buyout, LNT's
suppliers exhibited nothing but confidence and hope about what
LNT is going through, Home Textiles Today reports.  The merchants
are enthusiastic about a smaller but profitable chain after LNT's
emergence in early 2009.

"We're still cheering for them," said Sy Sadinoff, chairman of
Beacon Looms, Inc.  "We have not seen enough good news coming out
of LNT yet to feel comfortable or confident, but we're still
shipping them."

"It's not good for anybody to have them disappear," Mr. Sadinoff
is further quoted by the Post.  Loren Sweet, president of
Brentwood Originals, also said, "We hope for nothing but the
best."

                   About Linens 'n Things Inc.

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

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

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

(Bankruptcy News About Linens 'n Things, Issue No. 18; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


LINENS 'N THINGS: Noteholders Want Access to Information
--------------------------------------------------------
Pursuant to an indenture dated as of Feb. 14, 2006, between Linens
'n Things Inc. and its affiliates, as issuers or guarantors, and
The Bank of New York as collateral agent and trustee, the Debtors
incurred indebtedness to holders of certain senior secured
floating rate notes due 2014 in the aggregate principal amount at
maturity of $650,000,000.

To secure the Notes, the Debtors granted to the Indenture Trustee
and the Noteholders security interests in and liens on, among
other things, certain assets of the Debtors, including:

   (a) a second priority security interest in all of the Debtors'
       inventory, accounts receivable, and certain deposit
       accounts, securities accounts and capital stock of certain
       subsidiaries -- the Prepetition Credit Facility
       Collateral; and

   (b) a first priority security interest in the Debtors'
       equipment, real estate assets, intellectual property,
       certain deposit accounts, the capital stock of Linens 'N
       Things, Inc., and of certain subsidiaries -- the Indenture
       Collateral.

Levine Leichtman Capital Partners Deep Value Fund, L.P., is the
beneficial owner of $43,500,000 of the Notes as of September 9,
2008, relates Daniel K. Astin, Esq., at Ciardi Ciardi & Astin,
P.C., in Wilmington, Delaware.  Levine Leichtman also serves on
the Ad Hoc Committee of Noteholders.

The Debtors and the Noteholders have been in negotiations with
respect to the Debtors' plan of reorganization, Mr. Astin informs
the Court.  He notes that a critical component of the Debtors'
reorganization will be continued trade support of their
operations post-confirmation.

In order for Levine Leichtman to fully analyze the Trade Support
required post-confirmation, and the likelihood that the Trade
Support will be forthcoming, Levine Leichtman must fully
understand the historical trade support afforded to the Debtors,
Mr. Astin avers.  He asserts that as a large holder of the Notes,
Levine Leichtman is also interested in understanding how the
Debtors received a clean audit opinion from Ernst & Young LLP
just several months prior to the Petition Date.

"The knowledge and information of certain of the Debtors' key
executives and the Debtors' equity sponsors is also extremely
relevant to this inquiry," Mr. Astin says.

Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, Levine Leichtman seeks authority from the United States
Bankruptcy Court for the District of Delaware to issue a subpoena
to the Debtors, their auditors, and their equity sponsors, Apollo
Management, L.P., National Realty & Development Corp., and Silver
Point Capital Fund Investments LP, calling for the production of
certain documents.

Among the requested documents are:

   -- presentations to the Debtors' board, board packages, board
      meeting agendas, minutes of board meetings, board
      resolutions and unanimous consents for the two year period
      prior to the Petition Date;

   -- documents identifying the Debtors' 25 largest suppliers,
      including the amount of each vendor's claims, products or
      services each vendor provides;

   -- documents identifying the Debtors' inventory levels,
      including FIFO/LIFO reserves, realizable and possible
      obsolescence, and purchase commitments to suppliers, for
      the two year period prior to the Petition Date; and

   -- the Debtors' budgeting, forecasting and financial reporting
      systems, including cost allocation policies, overhead
      history, and business systems, and the historical success
      of budget to variances.

"[T]he information sought by LLCP is needed to enable LLCP to
fully analyze the Debtors' reorganization efforts, the trade
support the Debtors enjoyed historically -- and should expect to
enjoy post-confirmation -- and to understand the knowledge and
role played by the Debtors' Equity Sponsors and auditors in the
quick demise of the Debtors, just a few months after the Debtors
received a clean audit opinion from Ernst & Young," Mr. Astin
tells Judge Sontchi.

Mr. Astin also informs the Court that Levine Leichtman has
conferred, or attempted to confer, with counsel for each
examinees, and no agreement can be reached with regard to the
relief requested.

                      About Linens 'n Things

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

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

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

(Bankruptcy News About Linens 'n Things, Issue No. 18; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


LINENS 'N THINGS: Noteholder Discovery Request Challenged
---------------------------------------------------------
Several interested parties in Linens 'n Things Inc.'s bankruptcy
cases joined the Debtors in objecting to the request of Levine
Leichtman Capital Partners Deep Value Fund, L.P., for information
from the Debtors.  The Objecting Parties ask the Court to deny the
request.

(a) the Debtors

The Debtors tell Judge Christopher Sontchi that they do not
contest the general proposition that a creditor can use Bankruptcy
Rule 2004 to pursue appropriate discovery.  However, the Debtors
say, Rule 2004 has its limits, and Levine Leichtman's request far
exceeds those limits.  They contend that understanding the
historical trade support afforded to the Debtors is not necessary
to protect any legitimate interest Levine Leichtman may have in
the bankruptcy cases, and even if it was, Levine Leichtman demands
far too much.

The request should be denied because Levine Leichtman has not met
-- and cannot meet -- its threshold burden under Rule 2004 to
demonstrate good cause for the examination it seeks to conduct,
the Debtors argue.  The Debtors add that Levine Leichtman's
document requests are hopelessly overbroad, and impose too great
of a burden on them compared to whatever benefit, if any, they
provide to Levine Leichtman.

(b) Creditors Committee

The Official Committee of Unsecured Creditors retained a special
financial forensic advisor, Traxi LLC, in connection with its
investigation to determine if there were derivative claims that
could be brought for the benefit of unsecured creditors,
including any "deficiency unsecured claims" of the holders of the
Notes.  The Creditors Committee informs the Court that many of
the documents sought by Levine Leichtman have already been
requested in connection with the investigation, which the
Noteholders Committee recently joined.

The Creditors Committee contends that Levine Leichtman's request
for more documents is duplicative of the Joint Investigation, and
will create unnecessary expenses for the bankruptcy estates.  The
Creditors Committee adds that the request asks for improper and
inappropriate confidential and proprietary trade vendor
information.

(c) Apollo Management

Apollo Management, L.P., agrees with the arguments set forth in
the Debtors' objection to Levine Leichtman's request, and
therefore, joins in those arguments as well.  Apollo Management
asserts that the broadly-sweeping request demands "just about
every document relating to the Debtors' historical, pre-
bankruptcy performance -- including documents regarding inventory
levels, reporting systems and corporate governance."

Apollo Management tells Judge Sontchi that Levine Leichtman even
asks for documents concerning Apollo Management's investment in
the Debtors almost three years ago.  Thus, Apollo Management
says, Levine Leichtman has failed to demonstrate the good cause
that must be shown to require a time-intensive and costly
production from Apollo Management.

(d) Ernst & Young LLP

Ernst & Young LLP argues that Levine Leichtman's extremely broad
and unduly burdensome request is not tailored to analyze the
Debtors' reorganization efforts.  Hence, Ernst & Young avers, it
is improper for Levine Leichtman to use Rule 2004 to seek
discovery to investigate whether Levine Leichtman has a claim
that could be brought against Ernst & Young or the Equity
Sponsors.  Ernst & Young tells Judge Sontchi that it should not
bear the burden of responding to the improper discovery requests.

(e) Silver Point Capital

Silver Point Capital, L.P., says that that most, if not all, of
the documents covered by Levine Leichtman's requests may be found
in the Debtors and their professionals' possession, including
those related to "historical trade support" afforded to the
Debtors.  In sum, Silver Point notes, any materials in its files
would likely be entirely duplicative of the materials in the
Debtors' possession.  Thus, Silver Point asks the Court that it
should not be forced to incur an unnecessary burden by responding
to the request.

                    About Linens 'n Things Inc.

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

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

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

(Bankruptcy News About Linens 'n Things, Issue No. 18; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


LINENS 'N THINGS: Wants to Close and Sell Three Retail Stores
-------------------------------------------------------------
Linens 'n Things Inc. and its debtor-affiliates seek authority  
from the United States Bankruptcy Court for the District of
Delaware to (i) close three retail store locations, (ii) conduct
store closing sales at the Closing Stores, free and clear of
liens pursuant to Sections 363(b) and (1) of the Bankruptcy Code,
and (iii) include the sale of the inventory to be included in the
Store Closing Sales, and the owned furniture, fixtures and
equipment in the Closing Stores, pursuant to the terms of an
agency agreement between the Debtors and a liquidation agent.

The Closing Stores are:

Store No.        Landlord               Store Address
---------        --------               -------------
547 Salem        CP/IPERS Salem, LLC    880 Winter Street
                                         Waltham, Massachusetts

583 Wilmington   Mayfaire Retail LLC    6835 Conservation Way
                                         Wilmington, N. Carolina

599 Bedford      Emmes Realty           420 Lexington Avenue
                  Services               New York, New York 10170

The Debtors originally listed four Closing Stores.  Due to
favorable discussions with certain landlords, however, the
Debtors amended the list to take out a store number 623 located
at 53 Beech Street, in Norwood, Massachusetts 02062.

Mark D. Collins, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, relates that ample business justification
exists supporting the approval of the proposed Store Closing
Sales.  He contends that time is of the essence to preserve and
maximize the value of the liquidation assets before they
significantly decline in value, and to reduce on-going
administrative expenses.  He adds that the realization of fair
value for the Liquidation Assets as promptly as possible will
inure to the benefit of all parties-in-interest.

The Debtors also assert that the Court should waive compliance
with any state and local laws and ordinances restricting store
closing sales so they can conduct the sale without the delays and
burdens associated with obtaining various state and local
licenses, and satisfying any requirements.

                    Store Closing Guidelines

The Debtors propose to conduct the sale of the Liquidation Assets
according to these procedures:

   -- The Store Closing Sales will be conducted without the need
      for the Closing Stores to remain open longer than the
      normal hours of operation, and in accordance with
      applicable state and local "Blue Laws";

   -- All display and hanging signs used in connection with the
      Store Closing Sales will be professionally produced, with
      signs advertising the sales as "sale on everything," "store
      closing," or similar theme sale.  Advertisement of the sale
      as as a "going-out-of-business" sale, however, is
      prohibited;

   -- The Debtors and the Agent are not allowed to use certain
      materials to announce the Store Closing Sales, including
      neon or day-glo signs and the use of exterior banners at
      non-enclosed mall stores;

   -- At the conclusion of the Store Closing Sales, the Agent
      will vacate the Closing Stores in "broom-clean" condition.
      The Debtors may abandon any FF&E or other materials not
      sold in the Sale at the closing Store premises at the
      conclusion of the Sale.  Any abandoned property left in a
      store after a lease is rejected will be deemed abandoned
      with the landlord having the right to dispose of the
      property, without any liability to any party;

   -- Subject to the provisions of the Agency Agreement, the
      Agent will have the right to sell Owned FF&E located at the
      Closing Stores, provided that the Debtors will have the
      right to designate certain FF&E that they intend to keep
      for their own use, and which the Agent will not be
      permitted to sell; and

   -- At the conclusion of the Sale, pending assumption or
      rejection of applicable leases, landlords will have
      reasonable access to the Closing Store premises.  The
      Debtors will pay postpetition rents as required by the
      Bankruptcy Code until the rejection or assumption and
      assignment of each lease.

                          *     *     *

The Court has authorized the Debtors to conduct Store Closing
Sales in accordance with the terms of the Agency Agreement among
the Debtors, the joint venture of Hilco Merchant Resources, LLC,
and Gordon Brothers Retail Partners, LLC, Linens Holding Co., and
GE Retail Finance Group.

                    About Linens 'n Things Inc.

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

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

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

(Bankruptcy News About Linens 'n Things, Issue No. 18; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


MAIN STREET: Fitch Trims 2008A Revenue Bonds Rating to C from CCC
-----------------------------------------------------------------
Fitch Ratings downgrades Main Street Natural Gas, Inc. gas project
revenue bonds, series 2008A to 'C' from 'CCC'; the Rating Watch
Negative assigned on Sept. 15, 2008 is removed.  This action takes
into account Lehman Brothers Commodity Services failure to deliver
gas and Main Street's exercising of its right to terminate the Gas
Purchase Agreement on Sept. 22, 2008.

The 'C' rating reflects Fitch's assessment that a default is
imminent.  LBCS failed to deliver gas for five consecutive days
beginning Thursday Sept. 18, which constitutes a Persistent
Delivery Default under the GPA granting Main Street the right to
terminate the GPA.  After such notice, LBCS has two days to cure
its failure to deliver.  If not cured, the GPA will be terminated.  
Due to the timing of the termination event at the end of the
month, the termination payment date will be Oct. 31.

The termination payment date could be moved forward in the event
that LBCS files for bankruptcy.  An LBCS bankruptcy, together with
Lehman Brother's Holdings Inc's filing for bankruptcy on Sept. 15,
would constitute a termination event and require immediate payment
by LBCS of the termination amount.  It is Fitch's assessment that
regardless of the timing of the termination payment, bondholders
will not be paid in full on the payment date.

Consequently, if the termination amount is not paid by LBCS,
pursuant to the GPA, LBHI shall be notified of the non-payment and
requested to immediately pay the termination payment as required
under the Guaranty.  If this chain of events occurs, it is Fitch's
assessment that the bonds will be in default and bondholders will
become unsecured creditors of LBHI.


MAIN STREET: S&P Slashes Secured Debt Rating to 'D' from 'CCC-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its secured debt
ratings on Main Street Natural Gas Inc.'s $709 million series
2008A gas project revenue bonds to 'D' from 'CCC-'.
     
The downgrade reflects the failure of Lehman Brothers Commodity
Services Inc. (LBCS; not rated) to deliver any gas for the past
five days, which constitutes an event of default under the gas
supply agreement.  At the same time, Main Street terminated the
gas supply agreement, which cross-defaults to the balance of the
key transaction contracts.  In accordance with the terms of the
transaction documents, Main Street has requested a required early
termination payment from LBCS, which has a guarantee from Lehman
Brothers Holdings Inc. (LBHI; D/--/D).  Given LBHI's Chapter 11
bankruptcy filing, S&P believes the funding of the early
termination payment by LBHI or LBCS is unlikely.


MANTIFF WEST: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Mantiff West New York Development, LLC
        c/o Mantiff Management, Inc.
        387 Passaic Avenue
        Fairfield, NJ 07004

Bankruptcy Case No.: 08-28235

Type of Business: The Debtor develops real estate property.

Chapter 11 Petition Date: September 23, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Joseph J. DiPasquale, Esq.
                  jdipasquale@trenklawfirm.com
                  Michele M. Dudas, Esq.
                  mdudas@trenklawfirm.com
                  Thomas Michael Walshm, Esq.
                  twalsh@trenklawfirm.com
                  Trenk, DiPasquale, Webster,
                  Della Fera & Sodono, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8677

Total Assets: $2,701,839

Total Debts: $1,975,117

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

             http://bankrupt.com/misc/njb08-28235.pdf


MEDISTEM LABS: Posts $263,782 Net Loss in 2008 Second Quarter
-------------------------------------------------------------
Medistem Laboratories Inc. reported a net loss of $263,782 on
revenues of $160,200 for the second quarter ended June 30, 2008,
compared with a net loss of $1,109,398 on revenues of $470,828 in
the same period of 2007.

Effective Dec. 31, 2007, the company renegotiated its license
agreement with the Institute for Cellular Medicine in Costa Rica
(ICM).  As a result of the modification to the license agreement,
ICM no longer met the criteria for consolidation and was
deconsolidated in the company's financial statements beginning
Dec. 31, 2007.  Hence, the results for the second quarter of 2007
include the operating results of ICM and Medistem as  
deconsolidation did not occur until Dec. 31, 2007.    

On a pro forma basis, assuming that the company's renegotiated
license agreement with ICM had been effective at Jan. 1, 2007, the
company's revenues would have been $162,510 during the three
months ended June 30, 2007.

The decrease in net loss was primarily due to the effects of the
deconsolidation of ICM and reduced operating expenses.

At June 30, 2008, the company's consolidated balance sheet showed
$1,255,936 in total assets, $248,348 in total liabilities, and
$1,007,588 in total stockholders' equity.

Full-text copies of the company's financial statements for the
quarter ended June 30, 2008, are available for free at:

               http://researcharchives.com/t/s?3296

                       Going Concern Doubt

The company has incurred losses and operational cash outflows
since inception, and has a limited history of revenues.  The
company relies on cash flows from its existing license agreements  
to finance its operations, which is not assured.  In addition, the
company will need to secure additional financing in the form of
equity or debt to finance the planned expansion of its biotech
activities in the United States, which if available, may not be at
rates or prices favorable to the company.

These conditions raise substantial doubt about the company's  
ability to continue as a going concern.

                   About Medistem Laboratories

Headquartered in Tempe, Ariz., Medistem Laboratories Inc. (OTC BB:
MDSM) -- http://www.medisteminc.com/-- is a biotechnology company     
founded to develop and commercialize technologies related to adult
stem cell extraction, manipulation, and use for treating
inflammatory and degenerative diseases.  The company's lead
product, the endometrial regenerative cell, is a "universal
donor" stem cell derived from the menstrual blood that possesses
the ability to differentiate into nine tissue types, produce large
quantities of growth factors, and a large proliferative capacity.


MARTY SHOES: Court Approves Going-out-of-business Sales
-------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Delaware gave interim approval on Sept.
19, 2008 to Marty Shoes, Inc., and its debtor-affiliates to
conduct going-out-of-business sales.

The Court, according to the report, also gave temporary approval
for $1.23 million in financing.

The Court, according to the report, has scheduled final hearings
on both the financing and the liquidation sales on Oct. 14.

Great American Group, LLC is conducting the liquidation sales,
according to the report.

Marty Shoes -- http://www.martyshoes.com-- mainly sells athletic   
footwear, including brands Adidas and Reebok.  It has been
operating 60 stores in 4 states for more than 30 years.

The company filed for Chapter 11 protection on Sept. 12, 2008
(Bankr. D.Del. Case No. 08-12131).  Kevin Scott Mann, Esq., at
Cross & Simon, LLC, represents the Debtor in its restructuring
effort.  The company listed assets of between $10 million and
$50 million and debts of between $10 million and $50 million when
it filed for bankruptcy.


MASSACHUSETTS EYE: Moody's Holds 'Ba1' Rating on $16.6MM Bonds
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on
Massachusetts Eye and Ear Infirmary's outstanding Series 1998
bonds ($16.6 million outstanding) issued through the Massachusetts
Health and Educational Facilities Financing Authority.  The rating
outlook is stable.

Legal Security: Bonds are secured by a gross revenue pledge of the
obligated group which includes MEEI, the parent organization and
the faculty physician division.  MEEI's 2005 $14 million pool loan
borrowing and the 2007 pool loan borrowing ($20 million) are
parity to the Series 1998B bonds.

Interest Rate Derivatives: None

Strengths

*Strong cash position with $84.4 million or 177 days cash on hand
and 156% cash-to-debt at the end of FY 2007.  Investment
allocation is more akin to a private university; 85% of
unrestricted cash invested in equities and alternative
investments, which may provide for more upside returns but has
more limited short-term liquidity.

*Niche provider of highly specialized ophthalmology and
otolaryngology services and teaching site for Harvard Medical
School; MEEI continues to adjust to the migration of patient
modalities to the outpatient setting; approximately 85% of MEEI's
patient service revenues reflect outpatient business

*1% increase in admissions in FY 2007, reversing a long trend of
declining inpatient volumes; year to date performance for the
first nine months are up a large 8% over the prior year period;
new surgeons and a strategy to increase referrals appears to have
some traction

*Bonded debt matures in 2011

Challenges

*Material increase in leverage (51%) with $20 million parity
borrowing in FY 2007 to fund operating room renovations and other
capital needs.  As expected, debt coverage measures weakened to
1.78 times maximum annual debt service coverage from a more
favorable 2.26 times; debt to cash flow weakened to 4.85 times
from 3.03 times in FY 2006

*Even with the increase in FY 2007 volumes, financial performance
weakened in FY 2007 as operating loss declined to $3.7 million
from $1.9 million loss in the prior year, primarily due to higher
pharmaceutical costs and utility costs

*Relatively small size ($167 million total revenue), physician
base and limited diversification of revenue create credit risk and
limited ability to generate a material profit margin.

Outlook

The stable outlook on MEEI's Ba1 rating reflects Moody's belief
that financial performance should continue to produce adequate
debt service coverage measures.

What could change the rating - UP

Materially improved financial performance and debt coverage
measures; stabilization of inpatient volumes and increase in
outpatient cases; no decline in liquidity

What could change the rating - DOWN

Continued downturn in financial performance; material liquidity
declines

Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Foundation of the
     Massachusetts Eye and Ear Infirmary, Inc.

  -- First number reflects audit year ended September 30, 2006
  -- Second number reflects audit year ended September 30, 2007
  -- Investment income removed from total operating revenues;
     investment returns smoothed at 6% unless otherwise noted

  -- Unrestricted cash is net of permanently restricted funds and
     temporarily restricted funds (less realized and unrealized
     gains on donor restricted funds)

* Inpatient admissions: 1,237; 1,247
* Outpatient visits: 239,455; 246,470
* Total operating revenues: $167 million; $179 million
* Moody's-adjusted net revenue available for debt service:
  $13.4 million; $13.0 million

* Total debt outstanding: $35.7 million; $54.1 million;
* Maximum annual debt service (MADS): $5.9 million; $7.3 million
* MADS Coverage with reported investment income: 1.95 times;
  1.77 times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 2.26 times; 1.78 times

* Debt-to-cash flow: 3.03 times; 4.85 times
* Days cash on hand: 175 days; 177 days
* Cash-to-debt: 215%; 156%
* Operating margin: -1.1%; -2.1%
* Operating cash flow margin: 5.4%; 4.1%


MIRABILIS VENTURES: Assistant U.S. Attorney Wants Case Dismissed
----------------------------------------------------------------
Michael Bathon and Doris Bloodsworth of Bloomberg News report that
Assistant U.S. Attorney Randy Gold asked the U.S. Bankruptcy Court
for the Middle District of Florida on Sept. 23, 2008, to dismiss
the Chapter 11 bankruptcy cases of Mirabilis Ventures Inc. and its
debtor-affiliates.

According to the report, the Debtors' officials filed for
bankruptcy cases in "bad faith" in an attempt to bail out Frank
Amodeo, Esq., a former bankruptcy attorney who was the Debtors'
largest shareholder and chief strategist, federal prosecutors said
in a court filing.  The bankruptcy wasn't intended to help the
company's creditors, prosecutors said according to the report.

Mr. Amodeo pleaded guilty yesterday in federal court in Orlando
of defrauding the Internal Revenue Service of about $181 million
in what prosecutors say was the largest payroll-tax fraud case
in IRS history, according to the report.  Free on a $500,000
bond while he awaits sentencing, Mr. Amodeo faces a maximum
penalty of 25 years in prison and a $1.25 million fine, according
to the report.

Elizabeth Green, Esq., at Latham Shuker Eden & Beaudine, LLP,
disputed the government's contention that the bankruptcy filing
was driven by the need to help Amodeo, according to the report.

                         Payroll Services

The Debtors controlled several payroll-services companies that
worked with small and midsize employers, prosecutors said,
according to the report.  Those Mirabilis units failed to forward
the taxes withheld from workers' checks to the IRS, federal
officials contend, according to the report.

The Debtors liquidated themselves and shut down most of their
units after federal officials began investigating Amodeo's
handling of payroll taxes, according to the report.

Before the Debtors' bankruptcy filing, their lawyers met with
government attorneys to discuss the impending Chapter 11
petitions, Mr. Gold said in his filing according to the report.

At the meeting, the Debtors' lawyers, according to the report,
said the filings were designed to enable them to pursue litigation
that could provide funds to cover Mr. Amodeo's tax liability,
according to the filing.

The Debtors have "virtually no assets other than litigation,
much of which appears to be frivolous, and all of the assets are
subject to criminal forfeiture," Mr. Gold said according to the
report.

                     About Mirabilis Ventures

Orlando, Florida-based Mirabilis Ventures Inc., together with two
of its affiliates, filed for Chapter 11 protection on May 27, 2008
(Bankr. M.D. Fla. Lead Case No. 08-04327).  Elizabeth A. Green,
Esq., at Latham Shuker Eden & Beaudine LLP, represents the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of $50 million to $100 million.


MIRANT CORP: Halted Buyback Program Won't Affect S&P's 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Mirant Corp. (B+/Stable/--) are not affected following
the company's recent announcement that it has halted its share
buyback program, which it began in November 2007.  The approximate
$750 million that will not be used for share buybacks will support
the company's ability to fund an equity portion of development
projects in California related to power solicitations from Pacific
Gas and Electric Co., if it's successful in winning those bids.

Mirant has 2,347 MW of generation capacity in the Bay Area.  On a
consolidated basis, Mirant has ample cash and capacity under its
credit facility, and the decision to halt the buyback program only
improves its liquidity position. Lehman Bros is a counterparty to
Mirant North America's credit facility, but exposure to Lehman
Bros is immaterial.


MOHEGAN TRIBAL: S&P's Rating Unmoved by Project Construction Delay
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on Mohegan Tribal Gaming Authority (BB-/Negative/--) are
unaffected by the Authority's announcement that it will delay
construction on the Earth expansion component of Project Horizon
given difficult economic conditions affecting gaming operators.  
The Authority expects to reevaluate the feasibility of the
expansion in the next 12 months.
     
S&P views the decision to delay the Earth expansion project as a
positive in terms of MTGA's overall credit profile, as it will
greatly reduce the Authority's capital spending needs over the
near term.  However, S&P has determined that the negative rating
outlook remains appropriate.  In the nine months ended June 30,
2008, MTGA's EBITDA, after relinquishment payments to its former
developers, was down approximately 29%.  As a result, total
adjusted debt to adjusted EBITDA has risen to the mid-6x
area, which is weak for the 'BB-' rating.
     
S&P's rating currently incorporates an expectation for EBITDA
declines in the September 2008 quarter, followed by modest EBITDA
growth in fiscal 2009 due to increased capacity from the recent
opening of the Authority's permanent facility at Pocono Downs in
Pennsylvania and the opening of Casino of the Wind in Connecticut.
(MTGA's fiscal year ends Sept. 30.) S&P's expectation for modest
EBITDA growth next year incorporates a normalization of
performance in MTGA's first and third fiscal 2009 quarters, given
weak comparable quarters in fiscal 2008 due to an unusually high
level of promotional activities in the Connecticut market in the
first fiscal quarter and unusually low table hold at Mohegan Sun,
which significantly affected third fiscal quarter performance.

That said, S&P expects MTGA to experience some tightness relative
to its 7.0x total leverage covenant in the first and second
quarters of fiscal 2009, and S&P will be tracking operating
performance at the two facilities very closely over the coming
quarters.  If MTGA is unable to stem EBITDA declines in the
near term, S&P could lower the rating by one notch.


MORGAN STANLEY: S&P Affirms Ratings on 21 Classes of Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 21
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2006-TOP23.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Sept. 12, 2008, remittance report, the collateral pool
consisted of 164 loans with an aggregate trust balance of
$1.585 billion, compared with 165 loans totaling $1.614 billion at
issuance.  The master servicer, Wells Fargo Bank N.A., reported
financial information for 98.3% of the pool.  Ninety-four percent
of the servicer-provided information was full-year 2007 data.  
Standard & Poor's calculated a weighted average debt service
coverage of 1.77x for the pool, compared with 1.73x at issuance.

Excluding one loan that is with the special servicer, six loans
($24 million, 1.5%) reported DSC of less than 1.0x.  These loans
are secured by a variety of multifamily, industrial, and retail
properties, and with the exception of the 710 Park Avenue Coop
loan, experienced an average decline in DSC of 34% since issuance.  
The six loans secure properties that are in various stages of
renovation or lease-up and are not credit concerns at this time
because S&P expects the net cash flow available for debt service
to increase in the future.  The remaining loan ($3.1 million,
0.2%) is with the special servicer and is discussed below.  All of
the loans in the pool are current.  To date, the trust has
experienced no losses.
     
The Best Western - Altamonte Springs loan is the only asset with
the special servicer, Centerline Servicing Inc.  The loan is
secured by a 144-room full-service hotel in Altamonte Springs,
Florida.  The loan was transferred to Centerline in June 2008
after the property's franchise agreement with Best Western Inc.
was terminated.  The borrower has kept the loan current and
secured a new franchise agreement for the property to operate as a
Ramada Inn.  S&P expects the loan to be returned to the master
servicer soon.
     
The top 10 loans have an aggregate outstanding balance of
$703 million (44%) and a weighted average DSC of 1.80x, up from
1.71x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures. One was characterized as
"excellent," while the others were characterized as "good."
     
The credit characteristics of the following loans are consistent
with those of investment-grade obligations: Beachwood Place Mall
(9%), Hamilton Place Mall (7%), 2021 K Street (2.5%), Nokia
Building (2.0%), Dimond Center Regional Mall (1.4%), Savannah
Crossings I & II (1.1%), 14401 County Road 212 (1.1%), Perlmutter  
- Mesa 8 (0.7%), Addison Shopping Center (0.6%), Marketplace At
Collegeville (0.6%), Metro Pointe Retail (0.5%), Perlmutter \u2013
Dove Street (0.3%), 710 Park Avenue (0.2%), and 10454 Richmond
Avenue (0.1%).

Standard & Poor's adjusted values for these loans are comparable
to its valuations at issuance.
     
The credit characteristics of the 890 Broadway loan (0.5%) are no
longer consistent with those of an investment-grade obligation.  
The loan is secured by a 25,000-sq.-ft. theater space at 890
Broadway in New York City.  The property is 100% occupied by Loews
Theater under a 20-year lease, which was originally set to expire
in May 2008, but was extended five years to May 2013.  For the
year-ended June 30, 2007, DSC was 1.08x.  Standard & Poor's
adjusted valuation is down 7% since issuance, reflecting a lower
rent percentage than S&P originally anticipated.
     
Wells Fargo reported a watchlist of seven loans ($25.0 million,
1.6%).  The Miramar Plaza loan ($5 million, 0.3%) is the largest
loan on the watchlist and is secured by a 75,188-sq.-ft. retail
property in San Diego, Calif.  It appears on the watchlist because
it reported a DSC of 1.3x at year-end 2007, down from 1.7x at
issuance; S&P attributes this decline to a combination of
increased expenses and decreased occupancy.  The master servicer
reported that three of the six vacant spaces have been leased
since the first quarter of 2008, and one lease was renewed at a
slightly higher rate.

The remaining loans are on the watchlist primarily because of low
occupancy or a decline in DSC since issuance.
     
Standard & Poor's identified three properties in areas affected by
Hurricane Ike--Rayford Square Shopping Center ($5.9 million,
0.4%), 10454 Richmond Avenue ($898,092, 0.06%), and 105 Louetta
Crossing ($898,092, 0.06%).  Wells Fargo notified S&P that Rayford
Square Shopping Center experienced no damages but could not
confirm if the other two properties were damaged.  S&P will
continue to monitor the situation.
     
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

            Morgan Stanley Capital I Trust 2006-TOP23
   
              Class    Rating     Credit enhancement
              -----    ------     ------------------
              A-1      AAA              27.48%
              A-2      AAA              27.48%
              A-3      AAA              27.48%
              A-AB     AAA              27.48%
              A-4      AAA              27.48%
              A-M      AAA              17.30%
              A-J      AAA              10.18%
              B        AA                8.14%
              C        AA-               7.13%
              D        A                 5.47%
              E        A-                4.58%
              F        BBB+              3.82%
              G        BBB               2.93%
              H        BBB-              2.29%
              J        BB+               2.04%
              K        BB                1.78%
              L        BB-               1.40%
              M        B+                1.15%
              N        B                 1.02%
              O        B-                0.76%
              X        AAA                N/A


                    N/A -- Not applicable.


MORIN BRICK: Creditors' Panel Wants Perkins Thompson as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy case of Morin Brick Company seeks permission from the
U.S. Bankruptcy Court for the District of Maine to retain Perkins
Thompson P.A. as its counsel.

Perkins Thompson will:

   (a) exercise oversight with respect to the administration of
       this case and Debtor???s affairs, including all issues   
       arising from Debtor, its estate, the Committee or this
       Chapter 11 case;

   (b) attend 341 meeting(s) and all scheduled hearings in this
       case;

   (c) prepare appropriate pleadings on behalf of the Committee;

   (d) provide the Committee with legal advice in relation to all
       matters in this case;

   (e) assist the Committee in fulfilling its duties under the
       Code, including negotiating with Debtor regarding a plan
       (or plans) of reorganization, if any;

   (f) assist in such investigation, if any, as the Committee may
       desire concerning, inter alia, the assets, liabilities,
       financial condition, and operating issues of Debtor that
       may be relevant to this Chapter 11 case;

   (g) communicate with the Committee's constituents and others as  
       the Committee may consider desirable in furtherance of its
       responsibilities;

   (h) assist the Committee in performing all the Committee's
       duties and exercise all the Committee's powers under the
       Code and the Federal Rules of Bankruptcy Procedure and the
       performance of such other services as are in the interests
       of those represented by the Committee;

   (i) review and analyze all applications, motions, orders,
       statements of operations, and schedules filed with the
       Court by Debtor or third parties, advising the Committee as
       to their propriety, and, after consultation with the
       Committee, taking appropriate action on behalf of the
       Committee; and

   (j) perform all other legal services for the Committee that may
       be necessary and proper in these proceedings.

Perkins Thompson professionals' hourly rates are:

               Professionals      Hourly Rate
               -------------      -----------
               Attorneys          $125 - $275
               Paralegals         $95

To the best of the Committee's knowledge, Perkins Thompson has no
connection with Debtor, creditors, or any other parties-in-
interest.

Headquartered in Auburn, Maine, Morin Brick Company --
http://www.morinbrick.com/-- manufactures moulded and waterstruck  
brick.  The Debtor filed for Chapter 11 protection on Sept. 3,
2008 (Bankr. D. Maine Case No. 08-21022).  D. Sam Anderson, Esq.,
and Robert J. Keach, Esq., at Bernstein Shur Sawyer & Nelson P.A.,
in Portland, Maine, represent the Debtor.  When the Debtor filed
for protection from its creditors, its listed assets of between
$10 million and $50 million and debts of between $1 million and
$10 million.


MORIN BRICK: Has Until September 26 to File Schedules & Statements
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine extended the
deadline by which Morin Brick Company may file Schedules of Assets
and Liabilities, Statement of Financial Affairs, and List of
Executory Contracts and Leases until Sept. 26, 2008, at 5:00 p.m.

The Debtor told the Court that it is currently in the process of
compiling all of the information necessary to complete the
Schedules, however, the Debtor seeks additional time to ensure
that the information to be provided is complete and accurate.

The Debtor disclosed that filing the Schedules by this date and
time will still provide interested parties with adequate time to
review the Schedules prior to the Oct. 6, 2008 creditors' meeting.

Headquartered in Auburn, Maine, Morin Brick Company --
http://www.morinbrick.com/-- manufactures moulded and waterstruck  
brick.  The company filed for Chapter 11 protection on Sept. 3,
2008 (Bankr. D. Maine Case No. 08-21022).  D. Sam Anderson, Esq.,
and Robert J. Keach, Esq., at Bernstein Shur Sawyer & Nelson P.A.,
in Portland, Maine, represent the Debtor.  When the Debtor filed
for protection from its creditors, its listed assets of between
$10 million and $50 million and debts of between $1 million and
$10 million.


MORIN BRICK: Court Gives Interim Nod on $3.2 Mil. DIP Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine gave interim
permission for Morin Brick Company to obtain Bank of America
N.A.'s $3.2 million debtor-in-possession financing, which consists
of a $1.7 million loan from Sept. 3, 2008 to Oct. 17, 2008, and a
$1.5 million loan Oct. 18, 2008, until the termination date.

Before the bankruptcy filing, BofA made a $2.6 million Line of
Credit Note to the Debtor.  The Debtor and BofA reached an
agreement under which BofA will continue to lend to the Debtor
under the Line of Credit Note.

The borrowing base under the Line of Credit will be equal to 85%
of eligible receivables plus 50% of eligible inventory.  The
interest rate on the advances under the Line of Credit will be the
prime rate of interest plus 500 basis points.

The indebtedness of the new loan will be secured by a first lien
on all assets of the Debtor, including collateral, whether owned,
acquired or generated by the Debtor prepetition or postpetition.  
Indebtedness for the new loan will be further secured by a first
mortgage upon the Debtor's real property, including any and all
leasehold interests and rights to rents or profits.

In further consideration of the new loan, additional adequate
protection is to be provided to BofA by granting it superpriority
claims for the amount of the unpaid balance under the new loan
provided that the claims won't supersede fees payable to the
Office of the U.S. Trustee.

The DIP facility is subject to carve-out to pay for the fees of
professionals retained in the Debtors' cases.

Headquartered in Auburn, Maine, Morin Brick Company --
http://www.morinbrick.com/-- manufactures moulded and waterstruck  
brick.  The company filed for Chapter 11 protection on Sept. 3,
2008 (Bankr. D. Maine Case No. 08-21022).  D. Sam Anderson, Esq.,
and Robert J. Keach, Esq., at Bernstein Shur Sawyer & Nelson P.A.,
in Portland, Maine, represents the Debtor.  When the Debtor filed
for protection from its creditors, its listed assets between
$10 million and $50 million and debts between $1 million and
$10 million.


MOTOR COACH: To Resume Client Programs & Post-Petition Payments
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
permission to Motor Coach Industries International, Inc., to
continue all customer programs without interruption and pay post-
petition expenses without seeking court approval.

The Court also allowed MCI to continue to honor its current
standard limited warranties on coaches.  The Court approval also
included MCI's request to borrow as much as $278 million to pay
debt and keep operating, as reported in the Troubled Company
Reporter on Sept. 17, 2008.

"MCI intends to work closely with all of its stakeholders to
implement our pre-negotiated restructuring plan and emerge by
February 2009," said Tom Sorrells, MCI's President and CEO.

Bankruptcy Data reports that the Bankruptcy Court will convene a
hearing October 7, 2008, to consider a request by the Debtors to
perform under a restructuring agreement, and pay associated fees
and reimburse necessary expenses of a backstop party.

Wilmington, Delaware-based Motor Coach Industries International,
Inc.-- http://www.mcicoach.com/-- and its subsidiaries  
manufacture intercity coaches for the tour, charter, line-haul,
scheduled service, and commuter transit sectors in the U.S. and
Canada.  They also operate seven sales centers and nine service
centers in the U.S. and Canada and is the industry's supplier of
aftermarket parts for most makes and models.

The Company and its debtor-affiliates filed for separate Chapter
bankrupty protection with the United States Bankruptcy Court for
the District of Delaware on September 15, 2008 (Lead Case No. 08-
12136), to implement a pre-negotiated restructuring plan to be
funded by Franklin Mutual Advisors, LLC and certain of its
affiliates.  The Company's Canadian operations are not included in
the filing.

Kenneth S. Ziman, Esq., and Elisha D. Graff, Esq., at Simpson
Thacher & Bartlett LLP, in New York; and Jason M. Madron, Esq.,
and Lee E. Kaufman, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, represent the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  Rothschild Inc. and AlixPartners LLP also provide
restructuring advice.  At the time of filing, the Debtors listed
assets of between $500,000,000 and $1,000,000,000 and liabilities
of between $100,000,000 and $500,000,000.


MOTOR COACH: Sec. 341 Meeting Slated for October 24
---------------------------------------------------
The Office of the United States Trustee for Region 3 will convene
a meeting of creditors pursuant to section 341 of the Bankruptcy
Code on October 24, 2008, at 10:00 a.m. (ET) at J. Caleb Boggs
Federal Building, 844 King Street, 2nd Floor Room 2112, in
Wilmington.

Rule 9001(5) of the Federal Rules of Bankruptcy Procedure requires
that a representative of the Debtors appear at the Meeting of
Creditors for the purpose of being examined under oath by a
representative of the Office of the United States Trustee and by
any interested parties that attend the meeting.  Creditors are
welcome, but not required, to attend the meeting. The Meeting of
Creditors may be continued or adjourned by notice at the meeting,
without further written notice to creditors.

Wilmington, Delaware-based Motor Coach Industries International,
Inc.-- http://www.mcicoach.com/-- and its subsidiaries  
manufacture intercity coaches for the tour, charter, line-haul,
scheduled service, and commuter transit sectors in the U.S. and
Canada.  They also operate seven sales centers and nine service
centers in the U.S. and Canada and is the industry's supplier of
aftermarket parts for most makes and models.

The Company and its debtor-affiliates filed for separate Chapter
bankrupty protection with the United States Bankruptcy Court for
the District of Delaware on September 15, 2008 (Lead Case No. 08-
12136), to implement a pre-negotiated restructuring plan to be
funded by Franklin Mutual Advisors, LLC and certain of its
affiliates.  The Company's Canadian operations are not included in
the filing.

Kenneth S. Ziman, Esq., and Elisha D. Graff, Esq., at Simpson
Thacher & Bartlett LLP, in New York; and Jason M. Madron, Esq.,
and Lee E. Kaufman, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, represent the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  Rothschild Inc. and AlixPartners LLP also provide
restructuring advice.  At the time of filing, the Debtors listed
assets of between $500,000,000 and $1,000,000,000 and liabilities
of between $100,000,000 and $500,000,000.


NAWEST-PALMS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Namwest-Palms, LLC
        20610 N. Cave Creek Rd., Suite 101
        Phoenix, AZ 85024

Bankruptcy Case No.: 8-12744

Chapter 11 Petition Date: September 22, 2008

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Carolyn J. Johnsen, Esq.
                  cjjohnsen@jsslaw.com
                  Jennings, Strouss & Salmon, P.L.C.
                  The Collier Center, 11th Floor
                  201 East Washington Street
                  Phoenix, AZ 85004-2385
                  Tel: (602) 262-5911
                  Fax: 602-495-2696

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


NETEFFECT INC: Gets Final Okay to Access $3MM Intel DIP Facility
----------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware authorized NetEffect Inc. to obtain, on
a final basis, $3 million debtor-in-possession financing from
Intel Corporation, as lender, pursuant to a DIP credit agreement
dated Aug. 27, 2008.

Judge Carey also authorized the Debtor to access, on the final
basis, cash collateral securing repayment of secured loan of
$2.7 million plus interest under a loan and security agreement
dated May 23, 2007, with Hercules Technology II L.P.

As reported in the Troubled Company Reporter on Sept. 9, 2008,
the Debtor said that it has an urgent need to access cash to
continue operations and to administer and preserve the value of
its estate.  The Debtor says it would suffer immediate and
irreparable harm in the absence of the lender's DIP facility.

The DIP facility will incur interest rate at 12% per annum.

The DIP facility is subject to a $75,000 carve-out for payment of
any unpaid fees and expenses incurred by professional advisors
retained by the Debtor.

To secure its DIP obligation, the lender will be granted
superpriority administrative claims status with priority and
otherwise over all administrative expense claims and unsecured
claims against the Debtor and its estate.

The lender will be paid $150,000 transaction fee payable upon the
commitment termination date as part of the agreement.

The DIP lien contains customary and appropriate events of
defaults.

A full-text copy of the Debtor's DIP credit agreement date
Aug. 27, 2008, is available for free at:

          Part One: http://ResearchArchives.com/t/s?31a8
          Part Two: http://ResearchArchives.com/t/s?31a9

A full-text copy of the Debtor's budget is available for free at:

               http://ResearchArchives.com/t/s?31a7

Based in Austin, Texas, NetEffect Inc. is engaged in the Data
Network Solutions business.  The company filed for Chapter 11
reorganization on Aug. 27, 2008 (Bankr. D. Del. 08-12008).  Curtis
A. Hehn, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors
as counsel.  The U.S. Trustee for Region 3 has not appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its   
creditors, it listed assets of between $500,000 and $1,000,000,
and debts of between $10,000,000 to $50,000,000.


NEW ROCHELLE: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: New Rochelle Telephone Corp.
        400 Oser Avenue, Suite 1650
        Hauppauge, NY 11788

Bankruptcy Case No.: 08-75221

Type of Business: The Debtor provides telecommunication services.
                  See: http://www.newroctel.com

Chapter 11 Petition Date: September 23, 2008

Court: Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Salvatore LaMonica, Esq.
                  sl@lhmlawfirm.com
                  LaMonica Herbst and Maniscalco
                  3305 Jerusalem Avenue
                  Wantagh, NY 11793
                  Tel: (516) 826-6500
                  Fax: (516) 826-0222

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/nyeb08-75221.pdf


NICHOLAS-APPLEGATE: Moody's Junks Rating on $13.85MM Class D Notes
------------------------------------------------------------------
Moody's Investors Service has downgraded the notes issued by
Nicholas-Applegate CBO II Ltd.:

Class Description: $167,500,000 Class A Floating Rate Notes, Due
2013

  -- Prior Rating: Aaa
  -- Prior Rating Action Date: 4/26/2001
  -- Current Rating: Aa1

Class Description: $32,400,000 Class B Floating Rate Notes, Due
2013

  -- Prior Rating: Baa2
  -- Prior Rating Action Date: 1/25/2007
  -- Current Rating: Ba2

Class Description: $13,750,000 Class C Floating Rate Notes, Due
2013

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Action Date: 2/4/2008
  -- Current Rating: Caa3

Class Description: $10,000,000 Class D Floating Rate Notes, Due
2013

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Prior Rating Action Date: 2/4/2008
  -- Current Rating: Ca

According to Moody's, these rating actions are a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of corporate
bonds.


NORD RESOURCES: Amends Executive Employment Deal with Pres. and VP
------------------------------------------------------------------
Nord Resources Corporation entered into an amended and restated
executive employment agreement with John Perry to update and
clarify certain terms of his employment with the company, and an
executive employment agreement with Wayne Morrison as contemplated
in the letter agreement he entered into with the company upon his
appointment.

Mr. Perry will continue to serve as president and chief executive
officer.

A full-text copy of the Perry agreement is available for free at
http://ResearchArchives.com/t/s?3295

Mr. Morrison will continue serve as Vice President and Chief
Financial Officer.

A full-text copy of the Morrison agreement is available for free
at http://ResearchArchives.com/t/s?3294

                      About Nord Resources

Based in Tucson, Arizona, Nord Resources Corporation (Pink Sheets:
NRDS) -- http://www.nordresources.com/-- is an emerging copper
producer, which controls a 100% interest in the Johnson Camp SX-EW
copper project in Arizona.  Nord's near term objective is to
resume mining and leaching operations at the Johnson Camp mine,
which has been on care and maintenance status since August 2003.
Nord has decided to proceed with its mine plan bases on an updated
feasibility study that was completed in October 2005, subject to
raising sufficient financing.

                       Going Concern Doubt

On March 26, 2008, Mayer Hoffman McCann PC, in Denver, Colorado,
expressed substantial doubt about Nord Resources Corporation's
ability to continue as a going concern after auditing the
company's consolidated financial statements as of the years ended
Dec. 31, 2007, and 2006.  The auditing firm company reported that
the company incurred a net loss of $2.5 million and $6.2 million
during the years ended Dec. 31, 2007, and 2006.  

The company's continuation as a going concern is dependent upon
its ability to generate sufficient cash flow to meet the company's
obligations on a timely basis, to produce copper at a level where
it can become profitable, to pay off existing debt and provide
sufficient funds for general corporate purposes.

                 Liquidity and Financial Resources

Nord Resources Corporation's balance sheet at March 31, 2008,
showed total assets of $ 29.2 million and total liabilities of
$32.3 million, resulting in shareholders' deficit of roughly
$3.1 million.

The company's cash flows from operating activities during the
three months ended March 31, 2008, and 2007 were negative $532,132
and negative $114,079.


NORTEL NETWORKS: Adverse Biz Environment Cues Moody's Neg. Outlook
------------------------------------------------------------------
Moody's Investors Service revised its ratings outlook for the
Nortel Networks Corporation group of companies to negative from
stable.  The group's corporate family rating was affirmed as B3 as
were the senior unsecured ratings for debt instruments issued by
Nortel and its wholly-owned subsidiaries, Nortel Networks Limited
and Nortel Networks Capital Corporation.

Similarly, the company's SGL-2 speculative grade liquidity rating,
which indicates good liquidity, was also affirmed.

The change in outlook to negative responds to the company's recent
announcement that adverse business environment developments,
foreign exchange migration, and product delays had caused a
material decrease to 2008 guidance and consideration of a
significant business divestiture.

In turn, this matter reflects increased execution risks as the
company continues to restructure its assets and operations in an
attempt to solidify its position in the crowded and competitive
telecommunications network solutions market.  With the rating
already significantly influenced by uncertainty relating to
business model stabilization and the company's ability to generate
positive and sustainable free cash flow, and given the backdrop of
slowing telecommunication network spending, the outlook revision
reflects the potential that Nortel may not be able to overcome its
challenges and that its prospects may be materially impaired.

Should this be the case and should it appear that Nortel's cash
balance will continue to erode, thereby increasing the likelihood
that it will be unable to repay its debt load from the proceeds of
internally generated cash flow, the rating could face downward
pressure.

Outlook Actions:

Issuer: Nortel Networks Corporation

  -- Outlook, Changed To Negative From Stable

Issuer: Nortel Networks Limited

  -- Outlook, Changed To Negative From Stable

Issuer: Nortel Networks Capital Corporation

  -- Outlook, Changed To Negative From Stable

Assignments:

Issuer: Nortel Networks Corporation

  -- Corporate Family Rating, Assigned B3
  -- Speculative Grade Liquidity Rating, Assigned SGL-2

Withdrawals:

Issuer: Nortel Networks Limited

  -- Corporate Family Rating, Withdrawn, previously rated B3
  -- Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-2

Affirmations:

Issuer: Nortel Networks Corporation

  -- Senior Unsecured Conv./Exch. Bond/Debenture, unchanged at B3
     (LGD4, 66)

Issuer: Nortel Networks Limited

  -- Senior Unsecured Regular Bond/Debenture, unchanged at B3
     (LGD4, 66)

  -- Preferred Stock Preferred Stock, unchanged at Caa1 (LGD6, 99)

Issuer: Nortel Networks Capital Corporation

  -- Senior Unsecured Regular Bond/Debenture, unchanged at B3
     (LGD4, 66)

As a purely administrative matter, the corporate family and
speculative grade liquidity ratings were repositioned to the
publicly traded parent company, Nortel Networks Corporation, from
wholly-owned subsidiary, Nortel Networks Limited.

Earlier, on 21 May 2008 Moody's rated a US$675 million senior
unsecured "add-on" note issue issued by Nortel Networks Limited,
Nortel's principal direct operating subsidiary.  The company's B3
corporate family rating was concurrently affirmed along with
ratings for existing debt securities, albeit, due to changes in
the company's liability structure, minor changes to related loss
given default assessments also caused NNL's preferred stock to be
upgraded to Caa1 from Caa3.

Headquartered in Toronto, Ontario, Canada, Nortel Networks
Corporation designs and supplies telecommunications networking
hardware and software to a variety of business and governmental
customers around the globe.  2007 sales were nearly $11 billion.


OSKAR HUBER: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Dawn McCarty of Bloomberg News reports that Oskar Huber Fine
Furniture, Inc., and its debtor-affiliates filed for Chapter 11
bankruptcy protection separately with the U.S. Bankruptcy Court
for the District of New Jersey (Lead Case No. 08-28136) on Sept.
22, 2008.

Cherry Hill, New Jersey-based Oskar Huber Fine Furniture, Inc.,
operates family-owned home-furnishing stores since 1927.

Hal L. Baume, Esq., at Fox Rothschild, LLP, represents the Debtors
in their restructuring efforts.  In its petition, the lead Debtor
listed less than $50,000 in estimated assets and less than $50,000
in estimated debts.


OXFORD INDUSTRIES: Moody's Cuts PD Rating to 'B1' from 'Ba3'
------------------------------------------------------------
Moody's Investors Service lowered Oxford Industries, Inc.
Corporate Family and Probability of Default ratings to B1 from Ba3
and lowered the company's Senior Unsecured Note rating to B2 from
B1.  The rating outlook is stable.  The rating actions conclude
the review for possible downgrade that commenced May 5, 2008.

The downgrade reflects the continued decline of Oxford's operating
margins and resulting pressure on the company's financial metrics.
Additionally, Moody's expects that the unfavorable economic
environment will continue to negatively impact Oxford's earnings,
particularly given the company's high concentration of retail
locations in areas of the US which have been particularly hard hit
by the economic downturn.

The stable outlook acknowledges the improvement in Oxford's
covenant cushion and overall liquidity profile following the
recent execution of a new asset based credit facility.  The stable
outlook also considers the strength of Oxford's Tommy Bahama
brand, expected benefits from recent actions taken to exit
underperforming parts of the company's heritage businesses and the
company's breadth of distribution.

These ratings were lowered and LGD assessments amended:

  -- Corporate Family Rating to B1 from Ba3
  -- Probability of Default Rating to B1 from Ba3
  -- Senior Unsecured Note Rating to B2 (LGD 5, 70%) from B1
     (LGD 5, 72%)

Headquartered in Atlanta, Georgia, Oxford Industries is a producer
and marketer of branded and private label apparel.  Oxford's
brands include Tommy Bahama and Ben Sherman.  The company's net
sales were approximately $1.1 billion for the twelve month period
ended August 2, 2008.


PAPPAS TELECASTING: Oct. 29 Hearing on $4MM Sale of 8 TV Stations
-----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that E. Roger Williams,
the Chapter 11 Trustee in the bankruptcy cases of Pappas
Telecasting Inc. and its debtor-affiliates, will return to the
U.S. Bankruptcy Court for the District of Delaware for an Oct. 29
hearing to approve the sale of the Debtors' eight television
station near Reno, Nevada, to Entravision Communications Corp. for
$4 million, unless someone makes a higher offer at an Oct. 27
auction.

                      About Pappas Telecasting

Fresno, California-based Pappas Telecasting Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  Administar Services Group
LLC is the Debtors' notice and claims agent.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.

Harry J. Pappas, the CEO and chairman of Pappas Telecasting and
its debtor-affiliates, was the subject of a petition for Chapter 7
liquidation filed by creditors before the U.S. Bankruptcy Court
for the District of Delaware.  Mr. Pappas' wife Stella was also
subject of the involuntary petition.  The petitioning creditors
are Fortress Credit Opportunites I LP, Fortress Credit
Opportunites II LP, Ableco Finance LLC and Silver Oak Capital.
John H. Knight, Esq., at Richards Layton & Finger, represents the
Fortress Creditors.  Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, represents Ableco and Silver Oak.

According to Bloomberg, the Debtors listed assets with a book
value of $460 million and debt of $537 million, including inter-
corporate debt.


PATIENT ACCESS: Reports $2.9 Million Net Loss for July 2008
-----------------------------------------------------------
Patient Access Solutions Inc. reported a net loss of $2,921,705 on
total revenues of $42,775 for the second quarter ended July 31,
2008, compared with a net loss of $181,844 on total revenues of
$68,602 in the same period a year earlier.

The company's balance sheet at July 31, 2008, showed $1,554,916 in
total assets and $1,610,667 in total liabilities, resulting in a
$55,751 total stockholders' deficit.

At July 31, 2008, the company's balance sheet also showed
strained liquidity with $376,245 in total current assets available
to pay $921,642 in total current liabilities.

Full-text copies of the company's financial statements for the
quarter ended July 31, 2008, are available for free at:

               http://ResearchArchives.com/t/s?32a5

                      Going Concern Doubt

Patient Access Solutions Inc. has a net loss of $934,965 for the
six months ended April 30, 2008, a working capital deficiency of
$879,983, and a stockholders' deficiency of $371,539.  The company
believes these factors raise substantial doubt about the company's
ability to continue as a going concern.

                       About Patient Access

Headquartered in Hauppauge, New York, Patient Access Solutions
Inc. (OTC BB: PASO) -- http://www.pashealth.com/-- fka. Blue   
Mountain Resources Inc., has developed and markets the PASHealth
Web Portal System.  The PASHealth Web Portal System offers
electronic medical eligibility, electronic referrals, and service
authorizations, electronic claims processing, drug formularies,
electronic prescriptions, electronic medical records and patient
data, automating the labor intensive and expensive manual process
currently used by many facilities and healthcare providers.  


PATRICK MEECE: Homebuilder Says Couple Owes Them $223,000
---------------------------------------------------------
The Eagle in Bryan, Texas, reports that the lawyer for local
homebuilder OCC Construction Corp., also known as Oakwood Custom
Homes, has said that former Justices of the Peace Patrick and
Margaret Meece probably will not be able to pay the more than
$223,000 they owe the company.

The report says the couple owes more than $1 million to 32
creditors, including banks, credit card companies, lawyers and
family members, according to bankruptcy documents.

According to the news article, a jury ordered the Debtors to pay
Oakwood Custom Homes after the company sued them for failure to
pay for work.  J. Davis Watson, who represented OCC Construction
in the case, said the Meeces had not made any payments to his
clients since a verdict was issued in early May.

Meece signed a contract with Oakwood to build a home in 2001,
according to court documents.

The Eagle adds that the company received some money from the
Meeces but was told by Mr. Meece that a large portion of the money
he owed had been spent on his failed bid for a congressional seat
in 2002.

Curtis Patrick Meese and Margaret Hiebeler Meece are former
Justices of the Peace in Bryan, Texas.  The couple filed for
Chapter 11 relief on Sept. 3, 2008, listing assets of $0 to
$100,000 and debts of $1 million to $100 million, according to  
TrollerBk.com, a subscription service offering access to Chapter
11 bankruptcy information.  


PRC LLC: Affiliates Want Chapter 11 Cases Closed on September 30
---------------------------------------------------------------
Panther/DCP Intermediate Holdings LLC; PRC B2B LLC; Precision
Response of Pennsylvania LLC; and Access Direct Telemarketing;
all Debtor affiliates of Reorganized PRC LLC, jointly ask the
U.S. Bankruptcy Court for the Southern District of New York to
enter a final decree closing their Chapter 11 cases, effective
as of Sept. 30, 2008.

PRC and its debtor affiliates filed their Chapter 11 Joint Plan
of Reorganization and Disclosure Statement on May 12, 2008.  The
Court confirmed the Plan on June 20, 2008.  The Plan was declared
effective on June 30, 2008.  

Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that the remaining requirements for the Reorganized
Debtors under the Plan primarily concern the administration of,
and distribution on, the claims filed in these cases.  Pursuant
to the Plan, Parent PRC has been designated as the disbursing
agent for all distributions under the Plan.  The Plan provides
$1,350,000 cash to holders of Class 6 general unsecured claims on
a pro-rata basis, regardless of which Debtor the claims were
filed.

Section 350(a) of the Bankruptcy Code provides that after an
estate is fully administered and the court has discharged the
trustee, the court shall close the case.  Rule 3022 of the
Federal Rules of Bankruptcy Procedure also provides that after an
estate is fully administered in a chapter 11 reorganization case,
the court, on its own motion or on motion of a party in interest,
may enter a final decree closing the case.   Advisory Committee
Note to Rule 3022 provides that entry of a final decree closing a
chapter 11 case should not be delayed solely because the payments
required by the plan have not been completed.  

Mr. Perez asserts that the Affiliated Debtors' cases have
effectively been "fully administered" within the meaning of
Section 350.  He adds that the remaining requirements for the
Reorganized Debtors under the Plan are ministerial and
administrative in nature as the Reorganized Debtors have already
assumed the business and the management of the property has been
dealt with under the Plan.  

In addition, the Affiliated Debtors relate that they have paid
tens of thousands of dollars in quarterly fees to the U.S.
Trustees to date and that they will incur those fees until their
Chapter 11 cases are closed.

Mr. Perez clarifies that the Final Decree Closing Motion does not
seek to close the Reorganized Debtors' lead Chapter 11 case of
PRC LLC, Case No. 08-10239.  PRC LLC will continue to be
administered for the purpose of adjudicating or resolving pending
claims against any of the Debtors.  In this light, the Chapter 11
cases of the Affiliated Debtors no longer need to remain open for
any meaningful purpose, Mr. Perez maintains.  

Pursuant to the Post-Confirmation Order and Notice, the
Reorganized Debtors are required to file periodic status reports
until final decrees are entered closing their Chapter 11 cases.
They are also required, pursuant to Rule 3022-1 of the Local
Rules of the Bankruptcy Procedure, to file a closing report
within 15 days after a final decree has been entered closing
their Chapter 11 cases.  

In order to reduce duplication of efforts by the Reorganized
Debtors and their professionals, the Affiliated Debtors ask the
Court to allow them to:

   (i) file Post Confirmation Status Reports in the lead case;
       and

  (ii) defer filing of the Closing Report until the lead case is
       closed.

Upon consultation, the United States Trustee for the Southern
District of New York does not oppose the Affiliated Debtors'
request, according to Mr. Perez.  

The Court will convene on October 7, 2008, to consider the Final
Decree Closing Motion.  Parties-in-interest have until
September 30 to file objections with respect to the Debtors'
request with the Court.  

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer          
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  The Court confirmed that Plan
mid-June 2008.  

(PRC LLC Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PUTNAM INVESTMENTS: Closes $15 Billion Money-Market Fund
--------------------------------------------------------
Mark Jewell at The Associated Press reports that Putnam
Investments has closed a $15 billion money-market fund, the Putnam
Prime Money Market.

According to the AP, Putnam said it will return investors' money
after institutional clients pulled out cash despite Putnam Fund's
lack of exposure to troubled financial companies like Lehman
Brothers Holdings Inc.  Don Phillips, a managing director at fund
researcher Morningstar Inc., said that "a lot of institutional
clients don't want to have any money-market funds with corporate
exposure, and opt for funds exposed to safer government debt."

The AP relates that asset managers sought to reassure investors.  

The AP says that Putnam said its Prime Money Market Fund
"experienced significant redemption pressure" last week.  
According to the report, Putnam's trustees decided to close the
fund and distribute all assets to investors as quickly as
possible.  According to the report, Putnam said, "Serious
constraints on liquidity in money market instruments created the
risk that in order to process redemptions, the fund would realize
losses in selling its portfolio securities.  In the face of these
challenges, the trustees determined to close the fund to ensure
equitable treatment of all fund shareholders."

Putnam posted on its Web site that the four-year-old fund, limited
to institutional investors making initial investments of at least
$10 million, had $15.4 billion in assets as of
Aug. 31.

                     About Putnam Investments

Putnam Investments is founded in 1937.  It managed $163 billion in
assets as of Aug. 31, with $96 billion for mutual fund investors
and $67 billion for institutional clients.  In August 2007,
insurance broker Marsh & McLennan Cos. sold Putnam Investments to
Canadian mutual fund company Great-West Lifeco Inc. for $3.9
billion in cash.


R&B CONSTRUCTION: Wants Exclusive Period Extended to Dec. 30
------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that R&B Construction,
Inc., and debtor-affiliate Joy Built-Homes, Inc., asked the U.S.
Bankruptcy Court for the Northern District of Georgia for a second
extension of their exclusive right to propose a Chapter 11
reorganization plan from Oct. 1, 2008, to Dec. 30, 2008.

The Court has set a hearing to consider the request for the
extension on Oct 2.

                      About R&B Construction

Based in Jonesboro, Georgia, R&B Construction Inc. is a
homebuilder in Metro Atlanta, Alabama, and North West Florida.  
The Debtor and a debtor-affiliate, Joy Built Homes Inc., filed
for chapter 11 protection on Feb. 4, 2008 (Bankr. N.D. Ga. Lead
Case No. 08-62023).  James L. Paul, Esq., at Chamberlain,
Hrdlicka, White, Williams & Martin, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed assets and debts of
between $100 million and $500 million.


RAND MCNALLY: PBGC Takes Over Pension Plan for 760 Ex-Employees
---------------------------------------------------------------
The Pension Benefit Guaranty Corporation (PBGC) has taken over the  
pension plan covering 760 former employees of publisher Rand
McNally & Co., Steven Dignall of the Global Pensions Magazine
(London) reported Friday.

PBGC stepped in because the pension plan was unable to pay
benefits to its members and faced abandonment, following the sale
of substantially all the company's assets.

In December last year, the company's assets, including its trade
name, were sold to Patriarch Partners LLC, a New York-based
private investment firm, to satisfy obligations to secured
creditors.  Patriarch did not assume the pension plan in the
transaction.

PBGC estimated the pension plan was 72% funded, with assets of
$19 million to cover about $26.4 million in benefit liabilities.  
The PBGC is also expected to be liable for the entire $7.3 million
shortfall.         

                        About Rand McNally

Based in the Chicago suburb of Skokie, Ill., Rand McNally & Co. is  
a publisher of maps, atlases, and globes for travel, reference,
commercial, and educational uses.  It also provides online
consumer street maps and directions, as well as commercial
transportation routing software and mileage data.  The company  
filed for bankruptcy on Feb. 11, 2003 (Bankr. N.D. Ill. 08-06087)
and emerged a few months later.  


RAPIDS BELMEADE: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Rapids at Belmeade, LLC
        521 E. Morehead Street, Site 405
        Charlotte, NC 28202

Bankruptcy Case No.: 08-06504-8

Chapter 11 Petition Date: September 22, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

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

Debtor's 11 Largest Unsecured Creditors:

   Entity                            Claim Amount
   ------                            ------------
   Eastwood Construction Co              $348,000
   Attn: Managing Agent
   2857 Westport Rd    
   Charlotte, NC 28208

   Regent Homes, Inc.                    $195,000
   Attn: Managing Agent
   PO Box 578                    
   Matthews, NC 28106            

   Insite Engineering PLLC                $55,642
   Attn: Managing Agent
   8041-200 Corporate Ctr Dr
   Charlotte, NC 28226

   Erosion Control Svcs Inc               $15,988
   Attn: Managing Agent
   4006 Van Dyke Ct
   Monroe, NC 28110

   A-1 Fence Company                      $10,500
   Attn: Managing Agent
   P.O. Box 3605 CRS
   Rock Hill, SC 29731

   Mecklenburg Co Tax Coll                  7,566
   Attn: Managing Agent
   700 E Stonewall St.
   Charlotte, NC 28202

   Rapids at Belmeade HOA                   5,500
   Attn: Managing Agent
   521 E Morehead St Ste 405
   Charlotte, NC 28202

   Hortiscapes, LLC                         2,325
   Attn: Managing Agent
   P.O. Box 611
   Matthews, NC 28106

   Summit ECS, Inc.                         1,180
   Attn: Managing Agent
   P.O. Box 7384
   Charlotte, NC 28241

   Dixon Hughes PLLC                          475
   Attn: Managing Agent
   P.O. Box 3049
   Asheville, NC 28802-3049

   Duncan-Parnell, Inc.                       306
   Attn: Managing Agent
   315 E 7th Street
   Charlotte, NC 28204


RED SHIELD: Wants Sale Hearing Date Set for October 23
------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Red Shield
Environmental, LLC, and its debtor-affiliate RSE Pulp & Chemical,
LLC, asked the U.S. Bankruptcy Court for the District of Maine to
schedule a hearing to approve their assets sale on Oct. 23.

As reported by the Troubled Company Reporter on Sept. 24, Red
Shield is up for auction at the end of October.  Bids starts at
$11.5 million.

The Laconia Citizen in New Hampshire reports that the company has
withdrawn a prior request for approval of a $13.6 million loan to
restart operations.  According to the newspaper article, the U.S.
Bankruptcy Court for the District of Maine had already postponed
the hearing on the loan three times.

Attorney Robert Keach says opening bids will be accepted until
Oct. 20.  The actual auction will be held on Oct. 22.  

According to Mr. Rochelle, the Debtors has a contract to sell the
assets for $11.5 million to the buyer of the $5.1 million in
first-lien secured debt, including loans made during their
bankruptcy that began in June.  The buyer can credit bid the
secured debt against the purchase price.

                         About Red Shield

Headquartered in Old Town, Maine, Red Shield Environmental, LLC --
http://www.redshieldenv.com/-- provides renewable energy for on-   
site consumption.  The company and its affiliate, RSE Pulp &
Chemical, LLC, filed for chapter 11 protection on June 27, 2008
(Bankr. D. Maine Case Nos. 08-10633 and 08-10634), blaming
increases in material and fuel costs..  Robert J. Keach, Esq., at
Bernstein, Shur, Sawyer & Nelson, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection
against their creditors, they listed assets of between $50 million
and $100 million, and debts of between $1 million and $10 million.


RENAISSANCE HEALTHCARE: Selling Terrel Hospital to Highest Bidder
-----------------------------------------------------------------
Renaissance Healthcare Systems Inc. is seeking to sell one of its
five Texas hospitals for $1.2 million, subject to higher bids at
auction, so the hospital may repay its debts and exit Chapter 11
protection, Jacqueline Palank of The Wall Street Journal reported
Monday.

Texas physician Tariq Mahmood has already made a $1.2 million
offer for the 127-bed Renaissance Hospital in Terrel, Texas.  The
Debtor has set an Oct. 7 deadline for all competing bids, so that
an auction can be held by Oct. 10.

"Distributions to be made pursuant to the plan will be funded from
new proceeds generated by the sale, in addition to the assignment
or liquidation of any remaining assets and the pursuit of any
causes of action belonging to the debtor," the hospital said in
court papers Sept. 12.

The Terrell hospital plans to repay a $1.3 million claim of
secured lender Lenders Funding LLC by assigning part of its
uncollected receivables, in addition to the sale proceeds.

Any remaining sale proceeds will be used to repay other secured
creditors owed about $270,000.  Whatever is left will be
distributed to unsecured creditors.

                   About Renaissance Healthcare

Based in Houston, Texas, Renaissance Healthcare Systems Inc. is
the owner of five general hospitals in Texas.  The company and
three of its debtor-affiliates filed for Chapter 11 relief on Aug.
26, 2008 (Lead Case No. 08-43822).  Holland N. Oneil, Esq., Marcus
Alan Helt, Esq., and Michael S. Haynes, Esq. at Gardere Wynne
Sewell LLP, represent the Debtors as counsel.  When the Debtor
filed for protection from its creditors, it listed assets of $10
million to $50 million, and debts of $10 million to $50 million.


RENAISSANCE HOMES: Will File for Chapter 11 Protection
------------------------------------------------------
Jeff Manning and Ryan Frank at The Oregonian (Oregon) report that
Renaissance Homes officials say that the company will file for
Chapter 11 protection this week, as slow sales make it impossible
to remain current on the firm's $85 million in bank loans.

According to The Oregonian, Renaissance Homes saw its new housing
start to decline from 305 in 2006 to 198 in 2007, and through June
2008, the company was on pace to build just 32 homes.  The
Oregonian relates that in the first quarter of 2007, dozens of
buyers walked away from deals because their own homes wouldn't
sell, making Renaissance Homes suffer 95 failed sales, for total
lost revenue of $52.4 million.  The report says that Renaissance
Homes officials expect to end 2008 with $55 million to $60 million
in sales, less than 50% of the 2007 sales.  

KeyBank also filed a default notice on a 210-lot subdivision in
Bend known as Renaissance Ridge, citing $12.8 million in unpaid
debt, The Oregonian reports.  Renaissance Homes' CEO Randy
Sebastian said that the problem was tied to falling land values
that KeyBank said violated the loan's terms, The Oregonian says.   
Mr. Sebastian said in May that he had refinanced the debt with new
lenders and paid off KeyBank.  Renaissance Homes, according to The
Oregonian, returned its Deer Pointe subdivision in Beaverton back
to lender M&T Bank in August.  Suppliers including Pacific Lumber
Co., Canyon Creek Cabinet Co., and Milwaukie Lumber Co. have filed
18 court actions in Washington County since May, seeking a total
of $579,000, The Oregonian states.  The report relates that the
liens came on subdivisions including Cedar Mill townhouse
development Peterkort Woods and Pacific Crossing in Forest Grove.

Renaissance Homes said that the lenders said they will loan the
company more money if it filed Chapter 11 bankruptcy, The
Oregonian reports.

Renaissance Homes hopes to have new bank financing arranged before
filing for bankruptcy protection, the Oregonian relates.  
According to the report, the company had expected to file for
bankruptcy protection in late August or early September, but
sealing a deal has taken more time than expected.  The Oregonian
says that Renaissance Homes has worked out tentative financing
arrangements with five banks.  Fine points of the deals were still
being negotiated with Renaissance Homes' largest single lender,
Sterling Savings Bank of Spokane, which company officials say they
badly need to continue home construction, the report states.

Renaissance Homes intends to abide by the terms of its customers'
home warranties, The Oregonian reports.

Portland-based Renaissance Homes -- http://www.renaissance-
homes.com/ -- builds luxury homes.  Company founder Randy
Sebastian began homebuilding in 1984.  Renaissance Homes has three
developments.  The Freemont place in Northwest Crossing and the
Renaissance development at Shevlin Ridge will be part of the
Chapter Eleven bankruptcy protection.  The Renaissance Ridge
development of Brookswood in Southeast Bend will not be part of
the bankruptcy.


RESERVE MGMT: Moody's Cuts, Reviews Ratings Due to Various Factors
------------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
further downgrade ten money market and bond funds managed by
Reserve Management Company, Inc.  The rating actions are:

The Reserve Primary Fund

  -- Current Rating: Caa, on review for downgrade
  -- Prior Rating: B, on review for downgrade

The Reserve Primary Fund II

  -- Current Rating: B, on review for downgrade
  -- Prior Rating: Aa, on review for downgrade

Reserve International Liquidity USD Fund Ltd.

  -- Current Rating: Caa/MR1+, on review for downgrade
  -- Prior Rating: B/MR1+, on review for downgrade

Reserve US Government Fund

  -- Current Rating: B, on review for downgrade
  -- Prior Rating: Aaa, on review for downgrade

Reserve US Government Fund II

  -- Current Rating: B, on review for downgrade
  -- Prior Rating: Aaa, on review for downgrade

Reserve USD International Government Fund Ltd.

  -- Current Rating: B, on review for downgrade
  -- Prior Rating: Aaa, on review for downgrade

Reserve Treasury & Repo Fund

  -- Current Rating: B, on review for downgrade
  -- Prior Rating: Aaa, on review for downgrade

Reserve USD International Treasury & Repo Fund

  -- Current Rating: B, on review for downgrade
  -- Prior Rating: Aaa, on review for downgrade

Reserve USD International Treasury Fund Ltd.

  -- Current Rating: B, on review for downgrade
  -- Prior Rating: Aaa, on review for downgrade

Reserve Enhanced Cash Strategies Portfolio

  -- Current Rating: B/MR2, on review for downgrade
  -- Prior Rating: Aaa/MR2, on review for downgrade

The rating actions were taken due to a combination of factors that
affect each of the funds to varying degrees, including:

(1) Depressed net asset value levels with the potential for
further declines upon liquidation of portfolio securities;

(2) RMCI's decision to suspend redemptions or defer redemption
proceeds from various Funds; and

(3) Increased operational risk at Reserve Management Corporation
as they attempt to execute liquidation plans for all the Funds.

Moody's also noted that RMCI's rapid growth over the last couple
of years, combined with the extreme conditions that have overtaken
the firm over the last week or so, are likely to have increased
the operational risk at the firm.  All ratings will remain on
review for further downgrade as Moody's continues to assess the
varying impact of these factors on the affected funds. A more
detailed explanation of the rating actions for each of the
affected funds follows below:

The Reserve Primary Fund

The downgrade to Caa from B on review for further downgrade
reflects Moody's current view that the potential loss to investors
in this Fund may be in excess of the expected loss associated with
a B rating upon further liquidation of portfolio securities.  The
Fund has not finalized a plan of liquidation, following receipt of
an SEC order permitting the further suspension of redemption
rights, thus avoiding the sale of portfolio securities into a
liquidity constrained market.

The mark-to-market NAV of the Fund was $0.97 per share as of
September 16, 2008, largely reflecting a decision on part of the
Fund's Board of Trustees to mark down to zero the fund's
$785 million Lehman Brothers Holdings Inc. position.  Lehman
Brothers Holdings Inc., filed for Chapter 11 bankruptcy protection
September 15.  The review for further downgrade will focus on the
likelihood that portfolio losses will exceed expected losses
associated with a Caa rating, the adoption and terms of a plan of
liquidation as well as relevant company developments.

The Reserve Primary Fund II

Today's downgrade to B from Aa on review for further downgrade
reflects RMCI's decision to suspend redemption proceeds in the
Fund effective September 18, 2008.  The decision was taken by RMCI
and the Fund's Board of Trustees to preserve the $1.00 net asset
value per share and provide equal treatment to all shareholders.

Moody's considers the decision to suspend cash redemptions a
material deviation from the fund's stated objective to protect
principal and provide daily liquidity.  The Fund whose net asset
value on September 18, 2008 was $1.00 per share owns high quality
assets and does not hold any impaired assets.  Moody's review for
further downgrade will focus on the plans and strategies adopted
for the sale and distribution of fund assets as well as the
performance of the portfolio during this interval.  Moody's will
also assess likely recoveries.

Reserve International Liquidity USD Fund Ltd.

The downgrade to Caa/MR1+ from B/MR1+ on review for further
downgrade reflects Moody's current view that potential loss in
this Fund may be in excess of expected loss associated with a B
rating upon liquidation of portfolio securities.  The Fund has not
finalized a plan of distribution which may result in the sale of
portfolio securities into a liquidity constrained market.  The
mark-to-market NAV of the Fund was 0.91 per share as of
September 16, 2008, largely reflecting a decision on part of RMCI
to mark down to zero the fund's $125 million Lehman Brothers
Holdings Inc. position.  Lehman Brothers Holdings Inc. filed for
Chapter 11 bankruptcy protection September 15.  The review for
further downgrade will focus on the likelihood that portfolio
losses will exceed expected losses associated with a Caa rating.

Reserve Enhanced Cash Strategies Portfolio LLC

The downgrade to B/MR2 from Aaa/MR2 on review for further
downgrade reflects RMCI's decision to suspend redemption in the
Fund.  The decision was taken by RMCI to preserve the net asset
value of the Fund, which was $1.00 as of September 18, 2008.   
Moody's considers the decision to suspend cash redemptions a
material deviation from the fund's stated objective to provide
daily liquidity.  The MR rating on review for further downgrade
reflects Moody's view that Fund's NAV may suffer mark-to market
deterioration during the liquidation of the portfolio.  The credit
and market risk ratings remain on review for further downgrade.

The Reserve US Government Fund; The Reserve US Government Fund II;
The Reserve Treasury & Repo Fund; Reserve USD International
Government Fund; Reserve USD International Treasury Fund; and
Reserve USD International Treasury & Repo Fund

Today's downgrade to B from Aaa on review for further downgrade
reflects RMCI's decision to suspend redemptions or cash
distributions from the Funds effective September 18, 2008.  The
decision was taken by RMCI and the Fund's Board of Trustees to
preserve the $1.00 net asset value per share and provide equal
treatment to all shareholders.  Moody's considers the decision to
suspend cash redemptions a material deviation from the funds'
stated objective to protect principal and provide daily liquidity.

The Funds whose net asset values on September 18, 2008 were $1.00
per share own highly rated securities issued by the U.S.
government, its agencies and instrumentalities, or repurchase
agreements collateralized by U.S. Treasury and agency securities.   
RMCI and the Fund's Board of Directors are currently working to
finalize a plan of liquidation for the Reserve U.S. Government
Fund following receipt of an SEC order permitting the further
suspension of redemption rights, as well as plans for the sale and
distribution of assets attributable to the other funds.

In this connection, Moody's review for further downgrade will
focus on the ultimate liquidation plan adopted for the U.S.
Government Fund; the strategies that are employed to execute the
various redemption initiatives across various funds, and the
performance of the portfolios during this period.  Moody's will
also assess likely recoveries.

The assets of these funds consist of highly rated securities
issued by the U.S. government, its agencies and instrumentalities,
or repurchase agreements collateralized by U.S. Treasury and
agency securities.  The funds' ratings have been put on review for
downgrade despite the credit quality and liquid nature of their
portfolios due to increased operational risk at Reserve Management
Company as it attempts to cope with accelerated redemptions within
these and the other funds under its management.

Lawsuits reportedly filed by several parties, including Ameriprise
Services, Inc. filed in the United States District Court for the
District of Minnesota last week may further complicate the plans
of the Reserve Management Company, Inc. to proceed with its plans
of liquidation.


RIVER CHASE: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: River Chase Subdivision, LLC
        521 E. Morehead St., Suite 405
        Charlotte, NC 28202

Bankruptcy Case No.: 8-06509-8

Chapter 11 Petition Date: September 22, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

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

Debtor's Six Largest Unsecured Creditors:

   Entity                            Claim Amount
   ------                            ------------
   Eastwood Construction Co.             $400,987
   Attn: Managing Agent
   2857 Westport Road
   Charlotte, NC 28208

   Forsyth Co. Tax Collector              $28,324
   Attn: Managing Agent
   201 N Chestnut St.
   Winston Salem, NC 27101

   River Chase HOA                        $13,650
   Attn: Managing Agent
   614 W Friendly Ave.
   Greensboro, NC 27404

   Eastwood Homes                         $11,716
   Attn: Managing Agent
   2857 Westport Road
   Charlotte, NC 28208-3647

   Trugreen Landcare                       $3,275
   Attn: Managing Agent
   21486 Network Place
   Chicago, IL 60673

   Dixon Hughes PLLC                         $475
   Attn: Managing Agent
   P.O. Box 3049
   Asheville, NC 28802-3049


ROUGE INDUSTRIES: Exclusive Plan Filing Period Extended to Oct. 17
------------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Rouge Industries Inc.
and its debtor-affiliates received an extension of its exclusive
right to file a bankruptcy plan until Oct. 17.

The U.S. Bankruptcy Court for the District of Delawere overruled
an objection by a creditor, according to Mr. Rochelle.  

Mr. Rochelle notes that the Oct. 17 extension is one week short of
the fifth anniversary in bankruptcy.

                       About Rouge Industries

Based in Dearborn, Michigan, Rouge Industries Inc. is an
integrated producer of flat-rolled steel.  Rouge Industries,
together with Rouge Steel Company, QS Steel Inc., and Eveleth
Taconite Company, filed for chapter 11 protection on Oct. 23, 2003
(Bankr. D. Del. Case No. 03-13272 through 03-13275).  Adam G.
Landis, Esq., at Landis, Rath & Cobb, LLP, and Alicia Beth Davis,
Esq., at Morris, Nichols, Arsht & Tunnell, represent the Debtors.  
The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Kurt F. Gwynne, Esq.,
and Claudia Z. Springer, Esq., at Reed Smith LLP, serve as counsel
to the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they listed
$558,131,000 in total assets and $558,131,000 in total debts.


SANLUIS CORPORACION: Fitch Cuts Foreign & Local Currency IDRs
-------------------------------------------------------------
Fitch Ratings has downgraded SANLUIS Corporacion, S.A. de C.V.
ratings as:

  -- Foreign and local currency Issuer Default Rating to
     'CC' from 'B-';

  -- Senior secured restructured credit facility rating to
     'CC/RR5' from 'B-/RR4';

  -- Mandatory convertible notes and debenture notes ratings to
     'CC/RR6' from 'CCC+/RR5'.

The ratings remain on Rating Watch Negative.

The ratings of SANLUIS were placed on Rating Watch Negative on
June 16, 2008, reflecting the company's weak liquidity position
and the growing concern that cash-on-hand plus cash flow
generation throughout the year would not be sufficient to amortize
scheduled debt in 2008 assuming a downside case.  At that time,
the agency had expected that a continuing performance
deterioration in 2008 due to American Axle strike coupled with
further announcements of future production cuts by OEMs and change
in consumer preference would complicate the company's ability to
refinance its debt.  Management had expected 2008 full year EBITDA
to come in at around US$60 million versus last 12 months EBITDA at
the end of March of US$70 million and US$76.7 million at the end
of December 2007.  However, further deterioration has caused the
company to revise its full year EBITDA projections to between
US$40 million and US$45 million.

To address the deterioration in the company's cash flow
generation, SANLUIS began negotiating with its senior secured
lenders to reschedule all remaining amortization payments but not
the final maturity, which is likely to remain June 2010.  On Sept.
15, 2008, the company announced that it had entered into a 30 day
Standstill period with its lenders, which froze the September
amortization payment.  During the 30 day Standstill the company
expects to reach an agreement with its lenders to amend the
scheduled amortization payments in order to reduce cash flow
pressures and allow the company to weather the current difficult
market situation.

Fitch views the Standstill agreement as a positive sign that
SANLUIS lenders are willing to negotiate and that a final
agreement to be reached within the 30 day period is probable.  The
finalization of the rescheduling agreement would also be viewed as
a positive step in order for SANLUIS to remain a going concern and
to allow management to concentrate on addressing the changes in
its industry.  However, the much lower revised EBITDA expectation
for 2008, the probability of higher interest rate costs and
Fitch's expectation of further deterioration in North America auto
industry has caused SANLUIS risk profile to worsen.  Consequently,
Fitch believes refinancing risk in 2010 remains high.

The Rating Watch Negative reflects the pending negotiations
between SANLUIS and its senior secured restructured credit
facility lenders.  Further downgrades are possible if the company
is unable to achieve a viable payment rescheduling amendment of
its facility or depending on the structure of the rescheduling.
The Rating Watch Negative could be removed if the company is able
to reach a viable agreement with its lenders.

SANLUIS is the world's largest producer of leaf springs, where it
is the predominant or sole supplier for the top-selling brands and
produce substantially all of GM's, Ford's and Chrysler's leaf
spring requirements.  The company operates manufacturing
facilities in the United States, Mexico, and Brazil.


SEA CONTAINERS: Court Approves 2nd Amended Disclosure Statement
---------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved a Second Amended Disclosure
Statement explaining Sea Containers Ltd. and its debtor-
affiliates' Second Amended Joint Plan of Reorganization, at a
hearing held Sept. 22, 2008.

The Court held that the Disclosure Statement contains adequate
information, as defined by Section 1125(a) of the Bankruptcy
Code, to enable creditors to make an informed decision on whether
to vote to accept or reject the Plan.

Objections to the approval of the Disclosure Statement that were
not withdrawn at, or prior to, the hearing were overruled.

At the initial hearing on the adequacy of the Disclosure
Statement held September 19, the Official Committees of Unsecured
Creditors for Sea Containers Ltd., and Sea Containers Services
Ltd. indicated that "discussions concerning additional comments
to the First Amended Disclosure Statement were ongoing."  
Accordingly, the Court directed the Debtors to file the final
forms of the their Second Amended Plan and Disclosure Statement
prior to the telephonic hearing set for September 22.

The Committees and the U.S. Trustee did not oppose the revised
versions of the Plan and Disclosure Statement.

The Court will convene a hearing on Nov. 24, 2008, at 10:00 a.m.,
to consider confirmation of the Second Amended Plan.  Parties
have until Nov. 10, 4:00 p.m., to file objections to
the Plan's confirmation.

                      2nd Amended Plan and
                      Disclosure Statement

The Second Amended Plan and Disclosure Statement reflect the
progress made by the Debtors, the Pension Schemes, and the
Official Committees of Unsecured Creditors with respect to the
issues surrounding the settlement of the Pension Claims, which
gained the Court's approval at the September 19 hearing.

In the Amended Plan, a section on Newco's governance replaced an
entire section tackling the ongoing negotiations of the Debtors'
two Official Committees of Unsecured Creditors regarding Newco.  
The proposed registered company, The Depository Trust Company, on
which Newco's common stock certificates will be deposited, was
replaced with a generic term of "a securities depository."

The Plan Proponents also added new provisions, including those
relating to releases, injunction, discharges of claims, and
investment of trust funds.

                     The Pension Settlement

The Second Amended Plan provides that, notwithstanding the
Court's decision to approve the Pension Settlement, the (i) the
Official Committee of Unsecured Creditors of Sea Containers
Services Ltd. and the Pension Schemes, (ii) the Official
Committee of Unsecured Creditors of Sea Containers Ltd., and
(iii) the Debtors may agree to modify or amend the Pension
Settlement, provided that the modification will only be effective
if each of the parties agree to the changes in their sole and
absolute discretion.

If the proposed modification or amendment includes these
elements:

   (a) the aggregate amount of the allowed Pension Schemes'
       unsecured claims is reduced from $194,000,000 by an amount
       of up to $13,000,000;

   (b) the aggregate amount of the allowed Pension Schemes'
       administrative claims is increased from $5,000,000 to an
       amount no greater than $10,000,000;

   (c) the initial Equalization Claim Reserve is reduced from
       $69,000,000 to $60,000,000; and

   (d) payment of fees and expenses incurred by counsel for
       certain bondholders is made in an amount not to exceeding
       $700,000,

then all impaired creditors, who vote to accept the Plan, will be
deemed to have also accepted prospective Plan modifications that
give effect to the modified terms of the Pension Settlement.

To the extent that the Debtors, the Creditors Committees and the
Pension Schemes each agree to amend or modify the Plan to
implement the modified Pension Settlement, (i) a vote to accept
the Plan will constitute a vote to accept the Plan as so
modified, and (ii) the entry of the Plan's confirmation order
will constitute the Court's approval of that compromise or
settlement, pursuant to Section 363 of the Bankruptcy Code and
Rule 9019(a) of the Federal Rules of Bankruptcy Procedure,
without any further notice to, and order or approval of the
Court.

The Plan Proponents also amended the section on risks related to
the Pension Schemes' support for the Plan to provide that (i)
absent sanctioning of the U.K. Scheme of Arrangement and any
Debtor Affiliate Schemes of Arrangement by the English Court
prior to the closing of voting on the Plan, and (ii) if there is
any chance that the Plan will be consummated in a way that would
jeopardize the Pension Schemes' ability to enter into the Pension
Protection Fund or trigger a PPF assessment period, the Pension
Schemes intend to vote to reject the Plan as they cannot risk
jeopardizing their PPF eligibility.

                    Investment of Trust Funds

A whole new section is added to the Second Amended Plan regarding
investment of the funds of the trusts created under the Plan.  
The Amendment provides that the Equalization-Related Employee
Claim Trustees have the right to invest or apply the assets in
the trust as if the assets were absolutely and beneficially
entitled to the trustees, except that the trustees' right to
invest or apply the assets is restricted to:

   (1) purchasing or subscribing for stocks, shares, debenture
       stocks, bearer securities or other investments;

   (2) placing monies on deposit with a bank, insurance company,
       building society, finance company or local authority; and

   (3) giving guaranties, indemnities or undertakings.

The trustees will not be liable for (i) any loss of depreciation
in or default upon any of the investments, securities, stocks or
policies, in which the Equalization-Related Employee Claim
Reserve or the trustee costs reserve may be invested or applied,
(ii) any delay in the investment or application, (iii) the safety
of any securities or documents of title deposited by the trustees
for safe custody, (iv) the exercise of any power vested in the
trustees, or (v) reason of any other matter or thing, except that
the trustee will be liable for any losses arising from his
fraudulent or other dishonest conduct, knowingly or recklessly
acting in a manner that he knew was in breach of trust, or gross
negligence.

Copies of the Second Amended Joint Plan and Disclosure Statement
are available for free at:

http://bankrupt.com/misc/SeaCon_2ndAmended_Plan.pdf
http://bankrupt.com/misc/SeaCon_2ndAmended_DisclosureStatement.pdf

Blacklined copies of the Second Amended Joint Plan and Disclosure
Statement are also available without charges at:

http://bankrupt.com/misc/SeaCon_Blacklined_2ndAmendedPlan.pdf
http://bankrupt.com/misc/SeaCon_Blacklined_DisclosureStatement.pdf

                     About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight   
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.

(Sea Containers Bankruptcy News, Issue No. 52; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)  


SEA CONTAINERS: Court Approves Voting and Solicitation Procedures
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved  
Sea Containers Ltd. and its debtor-affiliates' solicitation
procedures, packages and materials, well as the proposed forms
of ballots and notices.  

The Court noted that ballots and copies of the Plan and Disclosure
Statement need not be provided to holders of claims (i) that are
unimpaired or not classified under the Plan, and (ii) or interests
that will not receive any distributions on account of their claims
or interests under the Plan.

Judge Kevin J. Carey also set:

   -- Aug. 15, 2008, as the voting record date;

   -- Oct. 3, 2008, as the date when solicitation packages
      will be mailed;

   -- Nov. 10, 2008, 4:00 p.m., prevailing Pacific Standard
      Time, as the voting deadline; and

   -- 10 days prior to the Plan's effective date, as the
      distribution record date.

                     About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight   
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.

(Sea Containers Bankruptcy News, Issue No. 52; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


SEA CONTAINERS: Court Approves Settlement Pact with Panel, et al.
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved a settlement agreement among Sea Containers Ltd. and its
debtor-affiliates, its Official Committee of Unsecured Creditors,
and the trustees of the Sea Containers 1983 Pension Scheme and the
Sea Containers 1990 Pension Scheme.  The Settlement resolves the
Trustees' claims and other issues relating to the Schemes.  The
objection filed by the Official Committee of Unsecured Creditors
of Sea Containers Ltd. was overruled.

Under the Pension Settlement, which is in full and final
satisfaction of all of the Pension Claims against SCL, SCSL, and
certain non-Debtor subsidiaries, the 1983 Pension Scheme will
receive a $153,800,000 allowed unsecured claim against SCL, and
the 1990 Pension Scheme will receive a $40,200,000 allowed
unsecured claim against SCL, plus the establishment of an
equalization claim reserve on account of a $69,000,000
equalization claim.

In a 21-page memorandum, the Court addressed SCL's objections to
the approval of the Settlement Agreement.  The Court disagreed
with the SCL Committee's arguments that the valuations of the
Pension Claims, administrative expense allocation and
equalization reserve are unreasonable.

"The proposed settlement may not embody the best possible
compromise in the eyes of the SCL Committee, but it is safely
within the realm of potential litigation outcomes," the Court
held.  "[F]urther litigation of the Trustees' proofs of claim
would be complex, lengthy, and expensive, and has already proven
quite costly.  Continued wrangling over the Trustees' claims will
promote further delay, expense, and inconvenience, both in this
Court and potentially in foreign jurisdictions," the Court added.

The Court said that his final criteria in approving the Pension
Settlement was considering the paramount interest of creditors.  
He noted that the SCL Committee may have objected because it is
"arguably most impacted" by the Pension Settlement, however, it
failed to convince the Court that the Pension Settlement "so
affects [its] position as to be unfair."

"While this settlement paves the way for the Debtors to achieve
confirmation of a plan, the settlement in and of itself does not
constitute a 'sub rosa plan,'" the Court further ruled.

In preparing their joint plan of reorganization, and its recent
amendment, the Debtors assumed that the Court will approve the
Pension Settlement.  They believe that consummation of the Plan
is highly unlikely absent settlement of the Pension Claims.  
According to the Plan, the Pension Settlement must be approved
prior to the Plan's confirmation.

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight   
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083. (Sea Containers Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)   


SEA CONTAINERS: Seeks to Waive $3,000,000 Intercompany Claims
-------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates seek permission from
the United States Bankruptcy Court for the District of Delaware to
forgive $3,000,000 in intercompany receivables owed by one of Sea
Containers Ltd.'s subsidiaries, Charleston Marine Containers, Inc.  
The release is sought in connection with the stock sale of
Charleston to Gichner Systems Group, Inc.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that in connection with the
steps they have taken to restructure their operations and divest
their non-core businesses, the Debtors determined to sell
Charleston, which produces specialized marine containers for its
principal customer, the U.S. Department of Defense.  Charleston's
products are specially designed for the rapid and easy
transportation of military equipment and meet stringent U.S.
military requirements.

The Debtors determined that Gichner submitted the best offer of
approximately $6,500,000, subject to working capital and other
adjustments, and subject to final due diligence and
documentation, Mr. Brady informs the Court.  He adds that  
Gichner and Sea Containers America, Inc., are finalizing the
terms of the Stock Purchase Agreement.  SCA is the direct parent
of Charleston.

A portion of the sale proceeds will be used to fund SCA's
obligation under its defined benefit pension plan, currently
estimated to have a funding deficit of $2,300,000, Mr. Brady
discloses.  He relates that on account of the deficit, the
Pension Benefit Guaranty Corporation has asserted significant
unsecured, administrative and priority claims against the
Debtors.

"Along with alleged 'control-group' liability, SCL's liability on
account of the DB Plan could arise on account of alleged
intercompany obligations of SCL to SCA pursuant to a Services
Agreement, which arguably would allow SCA to bring claims against
SCL for any shortfall in employee-related costs, including
pension deficits," Mr. Brady says.  As a result, he contends that
consummation of the sale, and the subsequent receipt of proceeds
by SCA, will greatly benefit the bankruptcy estates.  He notes
that after repayment of SCA's third party creditors, SCL may also
realize cash proceeds indirectly from the sale.

The need for SCL to release its intercompany claim against
Charleston arises primarily because the deal is structured as a
sale of SCA's equity interests in Charleston, Mr. Brady tells
Court.  He explains that the sale of Charleston to Gichner is
structured as a stock sale primarily because it would be very
difficult, if not impossible, for Charleston to assign its
contracts with the Defense Department to an asset purchaser.

The Defense Department's contracts represent the principal source
of revenue for Charleston, and an asset sale would yield very
little value without the ability to assign the contracts, Mr.
Brady argues.  He notes that Charleston is party to lease
agreements for manufacturing facility and storage site, which
contain favorable, below-market terms.  Hence, he insists, it is
unlikely that an asset purchaser would be able to secure equally
favorable lease terms, which would undoubtedly further reduce the
net purchase price in an asset sale transaction.

In a stock sale, Mr. Brady says, Gichner would inherit
Charleston's intercompany debts.  Thus, to facilitate the
transaction, the parties have determined that it is necessary for
SCL to forgive the Intercompany Receivables.  He reveals that SCA
and Sea Containers Treasury Limited are also forgiving
intercompany receivables from Charleston in the amounts of
$6,800,000 and $1,500,000.

"It is unlikely that a buyer would be willing to purchase the
stock of [Charleston] without resolution of these significant
debt obligations, even with a significant reduction in the
purchase price," Mr. Brady avers.  "If the Intercompany
Receivable is not forgiven, even if [Charleston] is able to
locate a buyer of its stock, any sale proceeds may not cover
obligations under the DB Plan . . . or approximately $1.7 million
of debts owed to other third party creditors," he continues.

Mr. Brady further argues that an asset sale and subsequent wind
down of Charleston would likely result in additional professional
fees and related expenses, which would further reduce the net
proceeds repatriated to SCL, if any.

The Debtors also ask the Court to shorten the notice period with
respect their request.  They propose to have the request heard by
the Court on the next omnibus hearing, currently scheduled for
October 2, 2008.  Parties have until September 30 to file
objections to the Debtors' request.

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight   
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083. (Sea Containers Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)   


SEMGROUP LP: Court Approves Incentive Plan for Key Employees
------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved the $15,900,000 incentive plan with
respect to SemGroup LP and its debtor-affiliates' key employees
who are not "insiders" as the term is defined in Section 101(31)
of the Bankruptcy Code.

An exhibit submitted by the U.S. Trustee during the Sept. 17,
2008, evidentiary hearing on the Incentive Plan was filed under
seal.  The exhibit labeled "Trustee's Exhibit 1" contained
confidential information regarding the the Debtors' employees,
Katherine Good, Esq., at Richards Layton & Finger P.A., in
Wilmington, Delaware, said in a notice.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.  
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  These represent the Debtors' restructuring efforts:
John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq. at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq.
at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C.
is the Debtors' claims agent.  The Debtors' financial advisors are
The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


SILVER STATE: May File For Bankruptcy Under Chapter 7
-----------------------------------------------------
Silver State Bancorp's board of directors disclosed in a
regulatory filing that it has retained special counsel to evaluate
options for winding down the affairs of the company, based on its
current financial condition.  The board further said that the
alternatives under consideration includes filing a voluntary
petition under Chapter 7 of Title 11 of United States Bankruptcy
Code.

The company's board related that the company's primary assets
-- excluding investment in Silver State Bank and its investments
in Silver State Capital Trusts II, III, IV, V and VI, which
investments are expected to be written off completely -- consist
primarily of cash and cash equivalents of $490,000, as of Sept.
16, 2008.  The company's liabilities comprised primarily of junior
subordinated debt of $69.6 million, accrued and unpaid interest of
$575,400 and known accounts payable of as much as $214,000, the
board continued.

The board said that the company is insolvent.

The company's consolidated balance sheets at June 30, 2008, showed
total assets of $1,961,417,000 and total liabilities of
$1,892,633,000 resulting in a $68,784,000 stockholders' equity.  
The company reported a $73,194,000 net loss on total interest
income of $29,053,000 for the three months ended June 30, 2008,
compared to a $3,641,000 net loss on total interest income of
$34,343,000 for the same period a year ago.

A full-text copy of the company's consolidated balance sheets for
the quarterly period ended June 30, 2008, is available for free
at http://ResearchArchives.com/t/s?3293

On Sept. 5, 2008, Silver State Bank, the wholly-owned subsidiary
of Silver State Bancorp, was closed by the State of Nevada,
Department of Business and Industry, Financial Institutions
Division and the Federal Deposit Insurance Corporation was
appointed as receiver of the Bank.

As reported in the Troubled Company Reporter on Sept. 9, 2008, to
protect the depositors, the FDIC entered into a Purchase and
Assumption Agreement with Nevada State Bank, Las Vegas, Nevada, to
assume the Insured Deposits of Silver State Bank.

The appointment of a receiver for Silver State Bank has resulted
in an event of default under the terms of the Company's
outstanding junior subordinated debt securities and related trust
preferred securities of:

  -- Silver State Capital Trust V.  As a result, the entire
     outstanding balance and all accrued, but unpaid, interest
     relating to the trust preferred securities of Silver State
     Capital Trust V became immediately due and payable.  As of
     Sept. 5, 2008, the outstanding balance of trust preferred
     securities of Silver State Capital Trust V was $7.5 million,
     plus accrued but unpaid distributions of $81,557.06 as of
     that date; and

  -- Silver State Capital Trust IV, which allows the holders of
     the trust preferred securities to cause an acceleration of
     the outstanding balance plus accrued but unpaid interest.  As
     of Sept. 5, 2008, the outstanding balance of trust preferred
     securities of Silver State Capital Trust IV was $20 million,
     plus accrued but unpaid distributions of $154,022.16 as of
     that date.

The acceleration of the junior subordinated debt securities
relating to the trust preferred securities of Silver State Capital
Trust V has also resulted in an event of default under the terms
of the company's outstanding junior subordinated debt securities
and related trust preferred securities of  Silver State Capital
Trust II, Silver State Capital Trust III and Silver State Capital
Trust VI, which allows the respective holders of these trust
preferred securities to cause an acceleration of the outstanding
balances plus accrued but unpaid interest.  As of Sept. 5, 2008,
the aggregate outstanding balance of the trust preferred
securities of these Trusts was $40 million, plus accrued but
unpaid distributions of $339,825.43 as of that date.

On Aug. 26, 2008, Silver State Bancorp appointed Phillip C.
Peckman to its company's audit committee after Andrew K. McCain
resigned.  The company is now in full compliance with the Nasdaq
audit committee composition requirements under the Nasdaq Stock
Market Marketplace Rule 4350.

Headquartered in Henderson, Nevada, Silver State Bancorp (NASDAQ:
SSBX) -- http://www.silverstatebank.com/-- through its wholly-
owned subsidiary, Silver State Bank, currently operates 13 full
service branches in southern Nevada and four full service branches
in the Phoenix/Scottsdale market area.  Silver State Bank also
operates loan production offices located in Nevada, California,
Washington, Oregon, Utah, Colorado and Florida.


SPARTA COMMERICAL: July 31 Balance Sheet Upside-down by $4 Million
------------------------------------------------------------------
Sparta Commercial Services Inc.'s condensed balance sheets at July
31, 2008, showed $6,439,595 in total assets and $10,538,129 in
total liabilities resulting in a $4,098,534 stockholders' deficit.

The company reported $1,709,042 net loss on total revenues of
$394,919 for the three months ended July 31, 2008, compared with
$1,062,499 net loss on total revenues of $283,997 for the same
period a year ago.

The company said that the increase in net loss before preferred
dividends was attributable to increase in interest expense and
financing costs to $508,331 and increase in operating expenses to
$249,135, all partially off-set by a $110,922 increase in
revenues.

A full-text copy of the company's financial statement is available
for free at http://ResearchArchives.com/t/s?32a5

                        Going Concern Doubt

On April, 11, 2008, RBSM LLP of New York expressed substantial
doubt about the company's ability to continue as a going concern
after auditing the company's financial statements for the year
ended April 30, 2008.  The firm reported that the company has
suffered recurring losses from operations.

                     About Sparta Commercial

Headquartered in New York City, Sparta Commercial Services, Inc.
(OTC BB: SRCO.OB) -- http://www.spartacommercial.com/-- is a
nationwide, independent financial services company in the United
States exclusively dedicated to the powersports industry.


STEPHEN RUBEN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Stephen D. Ruben
        45 Bay Drive
        Key West, FL 33040

Bankruptcy Case No.: 08-23834

Chapter 11 Petition Date: September 23, 2008

Court: Southern District of Florida (Miami)

Judge: Robert A Mark

Debtor's Counsel: Jacqueline Calderin, Esq.
                  jc@ecccounsel.com
                  Ehrenstein Charbonneau Calderin
                  800 Brickell Ave., # 902
                  Miami, FL 33131
                  Tel: (305) 722-2002
                  
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/flsb08-23834.pdf


STOCK-TRAK GROUP: Posts $892,694 Net Loss in 2008 Second Quarter
----------------------------------------------------------------
Stock-Trak Group Inc. reported a net loss of $892,694 on revenue
of $1,356,236 for the second quarter ended June 30, 2008, compared
with a net loss of $2,916,535 on revenue of $499,028 in the same
period last year.

Event marketing revenue for the three months ended June 30, 2008,  
was $882,017 as compared to $414,833 for the three months ended
June 30, 2007.  

Stock market simulation revenues for the three months ended
June 30, 2008 were $474,219 as compared to $84,195 for the three
months ended June 30, 2007, an increase of 488%.  

Consolidated stock-based compensation for the three months ended
June 30, 2008, decreased $1,380,209 to $170,752 from $1,550,961
for the three months ended June 30, 2007, a decrease of 89%.

At June 30, 2008, the company's consolidated balance sheet showed
$6,873,374 in total assets, $3,486,293 in total liabilities, and
$3,387,081 in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $3,287,520 in total current assets
available to pay $3,486,293 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?3297

                       Going Concern Doubt

As at June 30, 2008, the company had an accumulated deficit of
$54,620,257 and a working capital deficit of $198,773.  To date,
the company has been able to finance its operations through the
issuance of common shares and warrants and proceeds from its
secured convertible note payable which matures in September 2008.
In order to meet its business objectives, the company will be
required to raise additional financing or renegotiate its secured
convertible note payable.  

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

                         About Stock-Trak

Headquartered in Montreal, Canada, Stock-Trak Group Inc.
(OTC BB: STKG.OB) -- http://www.stocktrak.com/-- and its   
subsidiaries operate in two distinct segments: (i) event
marketing; and (ii) stock market simulation services for the
educational, corporate and consumer markets.  The company's event
marketing segment generates revenue through advertising, marketing
and brand messaging sales at premium locations and special events
throughout the United States of America.

The company's stock market simulation business generates revenue
by providing comprehensive stock market simulation services to the
corporate and educational markets.  In addition, the company has
developed and is promoting on-line skill-based stock market
simulation contests where it currently generates revenue through
advertising and expects to generate future revenue through
advertising, sponsorships and sales of premium content.


STRATUS GROUP: Court Levels Playing Field, Terminates Exclusivity
-----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the Middle District of Georgia ended the exclusive right
of Stratus Group, Inc., and its debtor-affiliates to file a
Chapter 11 plan.

The Court, according to the report, made the ruling after lender
Leedom Financial Services LLC accused Earl Bass of improperly
interfering in the management of the Debtors' business.  After the
Debtors filed under bankruptcy in July, Leedom Financial,
according to the report, allowed them to use cash only if Bass
were to have no involvement with management.

At a meeting early in September, the Court was told that Mr. Bass,
in his individual capacity and not for the company, was
considering filing a reorganization plan along with an individual
named Bithel Wall, according to the report.

To open the playing field for competing plans, the Court,
according to the report, ended the exclusivity so Messrs. Bass and
Wall could file a plan.

The Court, according to the report, also told the Debtors' lawyers
that they could take direction from current management in filing a
plan on behalf of Stratus.

Leesburg, Georgia-based Stratus Group, Inc., does business as
Freeway Auto Credit and Xpressway Auto Credit.  It filed a chapter
11 petition together with two debtor-affiliates on July 15, 2008
(Bankr. M.D. Ga. Case No. 08-11096).  Judge James D. Walker, Jr.,
presides over the case.  Paul K. Ferdinands, Esq., at King and
Spalding, LLP, represents the Debtors in their restructuring
efforts.  An Official Committee of Unsecured Creditors has been
appointed in this case.  The Debtors estimated both of their
assets and debts to be between $10,000,000 and $50,000,000.
William Rochelle reports that the Debtors had $45.8 million in
assets and $53.2 million in debts, including $42.9 million in
secured claims.


THORNBURG MORTGAGE: Extends Exchange Offer to September 26
----------------------------------------------------------
Thornburg Mortgage, Inc. disclosed in a Securities and Exchange
Commission filing that it is extending the expiration of its
Exchange Offer and Consent Solicitation for all outstanding
shares of its 8.00% Series C Cumulative Redeemable Preferred
Stock, Series D Adjusting Rate Cumulative Redeemable Preferred
Stock, 7.50% Series E Cumulative Convertible Redeemable
Preferred Stock and 10% Series F Cumulative Convertible
Redeemable Preferred Stock from 12:01 a.m. EDT, Sept. 23, 2008
to 12:01 a.m., EDT Sept. 26, 2008, unless further extended or
terminated by the company.

On Sept. 22, 2008, holders of Preferred Stock had tendered
approximately (i) 93.1% (6,073,920 shares) of the Series C
Preferred Stock; (ii) 94.9% (3,794,202 shares) of the Series D
Preferred Stock; (iii) 94.9% (3,000,149 shares) of the Series E
Preferred Stock and (iv) 98.4% (29,828,209 shares) of the
Series F Preferred Stock.

Holders who wish to tender their shares of Preferred Stock must
deliver, or cause to be delivered, their shares and other
required documents to the exchange agent before the expiration
date.

Despite this extension, Thornburg Mortgage continues to believe
that it may not be able to close the Exchange Offer unless the
company reaches a satisfactory agreement with the reverse
repurchase agreement counterparties that are party to the
Override Agreement dated as of March 17, 2008, as amended, who
are asserting positions that are contrary to the company's
understanding with respect to the rights and obligations of the
company and the counterparties, respectively, under various
agreements.

Negotiations between the company and the counterparties are
currently on-going, but unless a satisfactory agreement is
reached with the counterparties, the conditions that the
exchange offer complies with applicable law cannot be satisfied
at the present time because Maryland law prohibits the company
from paying the cash portion of the consideration offered in
the Exchange Offer if, after making the payment, the company
would not be able to pay its debts as they become due in the
usual course of business or the company's total assets would be
less than the sum of its total liabilities.  The company
continues to attempt to resolve these issues to consummate the
Exchange Offer, but at this time there can be no assurance that
the conditions to closing the Exchange Offer will be satisfied
prior to its expiration.

Because of the cash constraints that have been imposed on the
company by the Override Agreement counterparties, both in
respect of their actions to date and in respect of the prospect
of additional margin calls and withholdings of cash in the
future, Thornburg Mortgage has requested a consent from the
holders of its Senior Subordinated Secured Notes due 2015 to
agree to accept the interest payment due on their notes on
Sept. 30, 2008 in the form of additional Senior Subordinated
Secured Notes in principal amount equal to the cash interest
payable.

All Senior Subordinated Secured Notes will continue to bear
interest at a rate of 18% per annum until the Triggering
Events, as defined in the indenture governing the Senior
Subordinated Secured Notes, are satisfied. Absent improvement
in the company's current liquidity position, holders of at
least 98% of the $1.15 billion aggregate principal amount of
Senior Subordinated Secured Notes currently outstanding are
being requested to agree to the company's request to forego the
receipt of cash interest in order for the company to be able to
make the interest payment due on September 30, 2008 and avoid a
default.

MatlinPatterson Global Investment Advisers and its affiliates,
which together hold more than 40% of the outstanding aggregate
principal amount of these notes, have stated that they
currently intend to agree to the company's request.  The
successful completion of this consent solicitation of the
holders of Senior Subordinated Secured Notes will not, by
itself, enable Thornburg Mortgage to satisfy the conditions to
closing the Exchange Offer.

                 About Thornburg Mortgage Inc.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE:
TMA) -- http://www.thornburgmortgage.com/-- is a single-family  
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains
investments in adjustable and variable rate mortgage assets.  
Its ARM assets comprise of purchased ARM assets and ARM loans,
including traditional ARM assets and hybrid ARM assets.

                          *     *     *

As reported in the Troubled Company Reporter on June 27, 2008,
Moody's Investors Service affirmed Ca and C senior debt and
preferred stock ratings, respectively of Thornburg Mortgage
Inc. Thornburg's Ca debt rating remains under review for
possible downgrade.

Moody's said that Thornburg's efforts to raise capital to avoid
default under its repo agreements have resulted in the
reconfiguration of its balance sheet with adverse impact on its
debt and preferred equity holders.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's said that the completion of Thornburg
Mortgage Inc.'s tender offer for its preferred shares will have
an impact on the rating once complete.  If Thornburg is
successful in the tender offer, S&P would view this as a
positive sign.


TITAN INTERNATIONAL: Moody's Holds 'B2' Rating; Outlook Positive
----------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of Titan
International, Inc. to positive from stable and affirmed the
company's B2 corporate family and probability of default ratings.

The outlook change to positive reflects significant revenue growth
and margin improvement during the first half of 2008, and the
progress Titan has made toward commencing large mining tire and
wheel production.  The company's recent revenue growth and margin
improvement have stemmed from U.S. import duties now facing
Chinese tire manufacturers on off-the-road tires, strong demand
from OTR customers, especially agricultural users, and the
company's ability to raise prices with higher input costs.

In the second half of 2008 Titan plans to fulfill pending orders
for approximately 900 63-inch mining tires as well as to continue
progressing toward production ramp-up on a 57-inch mining tire
model.  The company's efforts to position itself as a manufacturer
of mining tires, while maintaining its position in other
earthmoving/construction and agricultural segments, should bode
well for future earnings and return levels.

The B2 corporate family rating reflects the company's moderate
leverage, low return levels and exposure to cyclical construction
and mining end markets.  In recent years Titan has executed a
shift in its manufacturing mix to increase the company's
penetration of the higher margin OTR wheels and tires and
decreasing the company's reliance on the lower margin agricultural
tire market.  The plan to enter the large mining tire niche raises
business risk as the company has not produced these large tires
before, other players have stated their intent to increase mining
tire production and mining equipment demand is very sensitive to
commodity prices.

The SGL-2 speculative grade liquidity rating reflects a view that
Titan will maintain a good liquidity profile over the next 12-
month period.  Approximately $244 million in revolver availability
under the revolving credit facility, cash on hand of $69 million
as of June 30, 2008 plus free cash flow should be sufficient to
fund planned capital spending and operational needs over the next
12 months. Moody's notes, however, that Titan's revolver expires
October 20, 2009.  Should the company not replace or extend this
credit line in coming months, the SGL-2 rating would likely be
revised downward.

Upward rating momentum will depend on several factors including
sustained demand for agricultural and OTR tires, the company's
ability to meet its mining tire production targets and compete
effectively within the mining tire niche as new entrants begin
production, changes in rubber prices and Titan's ability to
continue implementing related price increases, the financial
policy of Titan's management as it pursues other growth
initiatives, and strength of the company's liquidity profile.   
Upward rating momentum may also be affected by recent capital
market uncertainty which could tighten credit availability and
dampen spending on heavy equipment.

The following LGD assessment rate change has occurred:

  -- $200 million 8% senior unsecured notes due 2012 to Caa1 LGD 5
     79% from Caa1 LGD 5, 80%

Titan, headquartered in Quincy, Illinois is a leading manufacturer
of wheels, tires and assemblies for off-highway vehicles serving
the agricultural, earthmoving/construction and consumer end
markets.


UTGR INC: S&P Puts 'D' Ratings After Forbearance Deal Extension
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on UTGR Inc. to 'D' from 'CCC-'.  In addition, S&P lowered
its issue-level rating on the company's second-lien senior secured
term loan to 'D' from 'C'.  The rating on UTGR's first-lien senior
secured credit facilities was lowered to 'CCC' from 'CCC+'; the
recovery rating on these facilities was revised to '2', indicating
the expectation for substantial (70% to 90%) recovery in the event
of a payment default, from '1'.  All ratings were removed from
CreditWatch, where they were placed with negative implications
March 4, 2008.
     
The rating actions stem from the company's recent announcement
that it has secured an extended forbearance agreement with the
first-lien lenders, and under the terms of the forbearance
agreement, UTGR will suspend interest payments to its second-lien
lenders.  UTGR did not make the Sept. 2, 2008 interest payment on
the second-lien senior secured term loan.  This constitutes an
event of default under the second-lien credit agreement, although
an intercreditor agreement between the first- and second-lien
creditors contains a 180-day standstill, delaying the second-lien
lenders' ability to accelerate the loan.  The extended forbearance
agreement has a final maturity date of Jan. 31, 2009, subject to
the company's ability to satisfy certain monthly requirements.


VAREL FUNDING: S&P Puts 'B' Corp. Credit Rating Under Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on drillbit manufacturer Varel
Funding Corp. on CreditWatch with negative implications.  
     
"The CreditWatch listing reflects our concerns about the company's
liquidity position as a result of the Lehman Brothers Holdings
Inc. bankruptcy filing earlier this week," said Standard & Poor's
credit analyst Amy Eddy.  "Lehman was the sole lender on Varel's
$20 million revolving credit facility, and uncertainty exists
regarding Varel's access to the revolving credit facility."
     
The company plans to make their November interest payment out of
available cash and has not used their revolving credit facility to
fund any debt service requirements, working capital needs, or
capital spending needs.     

S&P could affirm the rating if Varel is able to find a replacement
lender for its revolving credit facility for the same amount or
fully access their revolving credit facility.  Standard & Poor's
is uncertain what role Barclay's will have with the facility upon
completion of the acquisition of certain assets of Lehman.  The
ratings could be lowered if Varel is unable to find a replacement
lender for its revolving credit facility or unable to fully access
its revolving credit facility.


VERASUN ENERGY: S&P Trims $210MM Sr. Secured Notes Rating to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on ethanol producer VeraSun Energy Corp. and the
rating on its $210 million senior secured notes due 2012 to 'B-'
from 'B+'.  S&P also lowered the rating on the company's
$450 million senior unsecured notes due 2017 to 'CCC' from 'B-'.  
At the same time, S&P placed the ratings on CreditWatch with
negative implications.
     
The actions follow the announcement of an expected $63 million to
$103 million third-quarter loss due to out-of-market commodity
hedges, and a steep decline in available cash sources.  VeraSun
unsuccessfully attempted an equity offering to raise capital, and
has since begun to explore other strategic options.  Barring an
outside infusion of liquidity, VeraSun will be reliant on volatile
and unpredictable corn/ethanol crush spreads to produce enough
cash to meet debt service obligations and operating costs through
the end of 2008, with a very thin liquidity cushion of only $10
million.

The negative CreditWatch reflects S&P's short-term concerns about
the company's liquidity, which has been almost completely
exhausted.  S&P will continue to closely monitor VeraSun's cash
and liquidity position.  Market conditions will have a strong
influence on the company's credit quality.
     
"Among key credit drivers will be realized crush spreads, working
capital needs, and VeraSun's ability to increase liquidity," said
Standard & Poor's credit analyst Mark Habib.
     
S&P could lower the rating if realized crush spreads fall below 97
cents per gallon, if additional cash needs arise, or if VeraSun
cannot get additional liquidity.  S&P could remove the CreditWatch
or raise the rating if liquidity increases significantly as a
result of high and sustained crush spreads combined with a timely
and full receipt of the company's tax rebate and backlogged
accounts receivables, or if the company obtains an outside
infusion of capital on favorable terms.


VERSO TECH: Asks Court to Approve Sale of Assets to Telemate
------------------------------------------------------------
Verso Technologies Inc., and its debtor-affiliates, ask the U.S.
Bankruptcy Court for the Northern District of Georgia for approval
of:

  a) the sale of substantially all assets relating to the Seller's
     (Debtor and Telemate.Net Software, Inc.) networking and
     security business, free and clear of any and all liens,
     claims, interests and encumbrances, to Telemate Holdings LLC
     for a total cash purchase price of $1,920,000, plus other
     consideration, on terms and conditions as set forth in the
     proposed Asset Purchase Agreement;

  b) procedures for the assumption and assignment by Seller
     to the Initial Bidder of certain executory contracts, leases
     and licenses pursuant to the Asset Purchase Agreement; and

  c) payment of a "breakup fee" of $57,600 to Telemate Holdings,
     the Initial Bidder.

The Debtors also ask the Court to schedule an auction sale for
said Identified Assets and establishing terms and conditions,
including overbid procedures, for other interested bidders to
submit higher and better offers.

The Debtors also moved for the expeditious hearing of the sale of
some or all of the Seller's Identified Assets by Oct. 15, 2008.

                           Breakup Fee

If the Identified Assets are sold to a party other than the
Initial Bidder and the Initial Bidder is not in default under the
Agreement, the Debtors ask the Court to approve a "breakup fee" of
$57,600, which is equal to 3.0% of the Initial Bidder's cash
purchase offer of $1,920,000.  The breakup fee is intended to
compensate the Initial Bidder for investing time and effort as
well as incurring legal and other expenses in connection with the
due diligence review of the Debtors.  The breakup fee would be
allowed as an administrative expense claim in the Debtors' Chapter
11 cases.

                    About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/--  provides      
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.  

The company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga Lead Case No.
08-67659).  J. Robert Williamson, Esq., at Scroggins and
Williamson, James R. Sacca, Esq., and John D. Elrod, Esq., at
Greenberg Traurig, LLP represent the Debtors as counsel.  The
Debtors selected Logan and Company Inc. as their claims agent.  

Darryl S. Laddin, Esq., and Stephen M. Dorvee, Esq., at Arnall
Golden Gregory LLP represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed total assets of $34,263,000 and total debts
of $36,657,000.


VESTA INSURANCE: Court Approves Plan Trustee's Settlement Deal
--------------------------------------------------------------
Judge Thomas B. Bennett of the U.S. Bankruptcy Court for the
Northern District of Alabama approved a settlement agreement
entered into by Lloyd T. Whitaker, in his capacity as Plan Trustee
for Vesta Insurance Group Inc., and Houlihan Lokey Howard & Zukin
Capital Inc., as financial advisor to Vesta for specific sale
transactions, with respect to Claim No. 61 that Houlihan filed
against Vesta in December 2006.

Essentially, the Settlement Agreement provides for, among other
things, the allowance of Claim No. 61 as a general unsecured
claim for $218,279.

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  The Court confirmed FSIA's
plan on March 24, 2008.  

(Vesta Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)       


WASTE SERVICES: S&P Puts 'B' Corp. Credit Rating Under Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on Waste Services Inc. on
CreditWatch with negative implications.

"The CreditWatch listing reflects our heightened concern regarding
Waste Services' ability to refinance its revolving credit facility
due April 2009 in a timely and cost-effective manner given
difficult credit market conditions," said Standard & Poor's credit
analyst Ket Gondha.  "Waste Services' financial profile remains
consistent with the rating, but we are concerned because the
company has not completed its refinancing plan and financial
covenants become substantially more restrictive at the end of this
year."
     
If a refinancing plan is not completed in the next few months, S&P
believes Waste Services could breach its financial covenants when
the company reports its fourth-quarter 2008 results.  Even if
operating results hold up and the company maintains compliance,
S&P is concerned about the extension of the revolving credit
facility and the debt amortization on the senior secured term
loan that increases substantially in 2010 through the maturity
date in March 2011.  Accordingly, S&P could lower ratings on the
company within the next several weeks if Waste Services does not
successfully amend its existing credit agreement or announce
meaningful progress on its refinancing plan.
     
As of June 30, 2008, Waste Services had $33 million of cash and
approximately $38 million of availability from its $65 million
revolving credit facility due April 2009.  The revolving credit
facility and term loans include restrictive financial covenants
regarding maximum total and senior secured leverage, minimum
interest coverage, and limitations on capital expenditures.  Under
the most restrictive test, the maximum consolidated senior secured
leverage covenant steps down to 2x as of Dec. 31, 2008, from 2.5x,
and falls away in 2009.  

If operating results do not improve in the next two quarters, the
company could be in violation of this covenant at year-end 2008.  
Improved operating results for the first six months of 2008
compared with the same period in 2007 reflect the impact of price
increases which have offset negative volumes trends.  However,
given the weak economic environment, lower collection and disposal
volumes could pressure earnings in the third and fourth quarters
of 2008.   
     
Total adjusted debt to EBITDA as of June 30, 2008, was 3.9x and
funds from operations to total adjusted debt was about 16%.  
Standard & Poor's adjusts debt to include capitalized operating
leases and asset-retirement obligations, on a tax-adjusted basis.  
     
S&P will resolve the CreditWatch listing within the next few weeks
as S&P monitors the company's progress on its refinancing plans.  
In the absence of any material developments, S&P also plan to
reassess the company's operating prospects and its ability to
preserve sufficient liquidity and covenant compliance in the third
and fourth quarters of 2008.  
     
Boca Raton, Florida-based Waste Services, which has annual sales
of approximately $500 million, is a multiregional, integrated
solid waste services company providing collection (74% of sales),
transfer (12%), landfill disposal (9%), and recycling and other
services (5%) to commercial, industrial, and residential customers
in the U.S. and Canada.


WATER MILL: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Water Mill, LLC
        521 E. Morehead St., Suite 405
        Charlotte, NC 28202

Bankruptcy Case No.: 08-06506-8

Chapter 11 Petition Date: September 22, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

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

Debtor's 11 Largest Unsecured Creditors:

   Entity                            Claim Amount
   ------                            ------------
   Eastwood Construction Co.             $248,024
   Attn: Managing Agent
   2857 Westport Road  
   Charlotte, NC 28208

   Keystone Builders Resource             $82,000
   Attn: Managing Agent
   1207 Roseneath Road #200
   Richmond, VA 23230

   Freeland & Assoc., Inc.                $36,390
   Attn: Managing Agent
   323 W. Stone Avenue
   Greenville, SC 29609

   River Ridge HOA                        $19,092
   c/o Norcon Property Managers
   P.O. Box 17542
   Greenville, SC 29608

   Fields Specialty Contractors           $10,936
   Attn: Managing Agent
   P.O. Box 1266
   Fountain Inn, SC 29644

   Water Mill HOA                         $10,000
   c/o Norcon Property Managers
   P.O. Box 17542
   Greenville, SC 29608

   ECS Carolinas LLP                       $2,880
   Attn: Managing Agent
   14026 Thunderbolt Pl 500
   Chantilly, VA 20151

   Leatherwood Walker Todd                 $2,554
   Attn: Managing Agent
   P.O. Box 87
   Greenville, SC 29602-0087

   Dixon Hughes PLLC                         $470
   Attn: Managing Agent
   P.O. Box 3049
   Asheville, NC 28802-3049

   Eastwood Homes                            $389
   Attn: Managing Agent
   2857 Westport Road
   Charlotte, NC 28208-3647


WCI COMMUNITIES: Committee Wants Amended $150MM DIP Pact Approved
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of WCI Communities
Inc. and its debtor affiliates urges the United States Bankruptcy  
Court for the District of Delaware to approve the final form of
the Debtors' $150 million DIP Credit Agreement with Wachovia Bank,
N.A., as administrative agent, Bank of America, N.A., as
collateral agent, and a syndicate of lenders.

The DIP Credit Agreement, as modified, delivered by the Debtors on
Sept. 16, 2008.

Pursuant to the DIP Credit Agreement, the Debtors may terminate
the revolving credit facility or from time to time permanently
reduce it or the letter of credit sublimit upon notice to
Wachovia Bank not later than five business days before the date
of termination or reduction.  Any partial reduction will be in a
$10 million aggregate or any whole multiple of $1 million in
excess of it.

The Debtors subsequently delivered to the Court schedules to the
DIP Credit Agreement on September 19, 2008.  The Schedules
include a list of  subsidiaries, joint ventures, permitted
mortgages, existing liens, and certain addresses for notice
purposes.

A full-text copy of the 100+-page WCI DIP Credit Agreement is
available for free at:

          http://bankrupt.com/misc/CreditAgreement.pdf

A full-text copy of the DIP Credit Agreement Schedules is
available for free at:

        http://bankrupt.com/misc/CreditAgreementSchedules.pdf

Also, the Court permitted the Official Committee of Unsecured  
Creditors, Aurelius Capital Management LP, and Palm Beach County
to respond to the DIP Motion by September 19.  The Debtors were
permitted to file replies to any responses by September 22.

                        Parties Respond

A. Aurelius Capital

Aurelius Capital Management LP complains that:

   1. The DIP Motion does not allege facts sufficient to justify
      having each subsidiary guaranty and secure the DIP Loan;

   2. The adequate protection proposed for the Prepetition
      Lenders is overbroad; and

   3. The DIP Motion does not comply with Rule 4001 of the
      Federal Rules of Bankruptcy Procedure, which provides that
      a motion for authority to obtain credit should be
      accompanied by a copy of the credit agreement.

Under the DIP Motion, as part of the adequate protection, the
Debtors proposed to grant liens and guarantees from numerous
subsidiaries, including (i) subsidiaries that as of the Petition
Date were not liable to the Prepetition Lenders or (ii) only
granted guarantees and security interests or liens to the
Prepetition Lenders shortly before the bankruptcy in transactions
presumptively voidable as fraudulent transfers or preferences.  
Those subsidiaries are referred to as the Lender-Free
Subsidiaries.

Daniel J. DeFranceschi, Esq., at Richards Layton & Finger P.A.,
in Wilmington, Delaware, argues that the DIP Motion contains no
allegation and evidence that each Lender-Free Subsidiary will
receive any benefit from its guarantee and pledge.  "These
Subsidiaries have not been substantively consolidated.  
Accordingly, the Debtors must justify each subsidiary's guaranty
of the DIP Loan from the perspective of that subsidiary and that
subsidiary's creditors," he maintains.

Mr. DeFranceschi notes that unless a Lender-Free is shown to
receive benefit from or consideration for its guarantee and
Pledge of the DIP Loan, its guaranty and Pledge are being given
primarily for the benefit of its ultimate parent WCI Communities,
Inc., the principal borrower under the DIP Loan Agreement, and
are in the nature of a dividend.  If any Lender-Free Subsidiary
is insolvent or rendered insolvent by its guarantee and Pledge,
the guarantee and Pledge are fraudulent transfers, he adds.

In the absence of a contribution agreement and corresponding
order to preserve the rights of the Lender-Free Subsidiaries and
their creditors, no order should be entered which saddles any
Lender-Free subsidiary with a guaranty and pledge without
consideration, Aurelius Capital emphasizes.

Mr. DeFranceschi notes that the Debtors owe the Prepetition
Lenders more than $810 million under different credit facilities.  
The Debtors also owe more than $810 million under certain notes.  
"It appears that numerous subsidiaries [of the Debtors] are not
guarantors of the Prepetition Loans but are guarantors of the
Notes," he points out.

To the extent the holders of the notes the Debtors issued are
creditors of the Lender-Free Subsidiaries, the DIP Motion's
request for an order encumbering the Lender-Free Subsidiaries for
the benefit of the Prepetition Lenders is directly and seriously
prejudicial to the Noteholders, their rights and recoveries, Mr.
DeFranceschi asserts.

Aurelius Capital notes that the Prepetition Lenders did not
bargain for claims and liens against Lender-Free Debtors.  "By
granting liens against Lender-Free Debtors, the Debtors are
attempting to give Prepetition Lenders value for which they did
not bargain."

In addition, Mr. DeFranceschi notes that the DIP Motion did not
contain a copy of the credit agreement.  The Debtors, he avers,
filed a copy on September 17, 2008, which is six days before the
scheduled September 23 DIP hearing.  He argues that since the DIP
Motion did not contain the Credit Agreement, it was incomplete.

Moreover, Bankruptcy Rule 4001(c)(2) provides that a DIP Motion
will be heard no earlier than 15 days after the motion is filed.  
In this light, the 15-day notice period should not run until
October 2, 2008, the date which is 15 days after the credit
agreement was filed, Mr. DeFranceschi contends.

For these reasons, Aurelius Capital Management LP asks the Court
to deny the Debtors' financing request and:

   (a) adjourn the hearing with respect to approval of the DIP
       Loan until October 2, 2008 to allow parties in interest
       the 15 days notice to review the credit agreement and file
       any objections;

   (b) disapprove the DIP Loan at the adjourned hearing unless
       the order relating to it contains decretal paragraphs
       containing a contribution agreement;

   (c) disapprove the grant of any adequate protection to the
       Prepetition Lenders that encumbers the Lender-Free
       Subsidiaries and should provide, in any order providing
       any other adequate protection to the Prepetition Lenders,
       that intercompany advances from Lender-Free Subsidiaries
       to other subsidiaries, or to WCI Communities, Inc., are
       secured by a Pledge senior to any Pledge granted to the
       Prepetition Lenders.

B. U.S. Trustee

As previously reported, the Debtors asked the Court to enter an
order sealing a fee letter executed in connection with the
proposed $150 million senior secured financing facility.  The
Debtors reasoned that the Fee Letter contains sensitive,
confidential commercial information regarding the structure and
allocation of fees relating to the DIP Credit Facility among the
lender and arrangers that is not typically disclosed to the
public.

Roberta A. DeAngelis, acting U.S. trustee, notes that the
Debtors' under seal request was filed at the request of the
lenders and arrangers because they seek confidentiality so that
their competitors may not use the information contained in the
Fee Letter to gain a strategic advantage.  Ms. DeAngelis,
however, argues that the request is not supported by the
Bankruptcy Code or the Federal Rules of Bankruptcy Procedure.  
Debtor-in-possession financing fees are routinely disclosed as
part of DIP financing motions, she maintains.

"As bankruptcy is a transparent process, creditors and other
parties in interest have the right to review such information,"
Ms. DeAngelis says.

Accordingly, Ms. DeAngelis asks the Court to deny the Debtors'
under seal request.

C. Miami-Dade

The Miami-Dade County Tax Collector argued that it has a first-
priority lien securing payment of ad valorem taxes amounting to
$1,312,535, which is not mentioned in the Debtors' DIP financing
request.  The Tax Collector is concerned that the Debtors' DIP
Motion could possibly impair its own first-priority lien.

To note, the Debtors has sought to award first-priority secured
liens to certain DIP lenders in connection with their DIP
financing request.

R.A. Cuevas, Jr., Esq., attorney for the Miami-Dade County,
contended that it is unclear how the Debtors intend to treat the
Tax Collector's lien through the DIP Financing Motion.  

The Tax Collector thus opposed the postpetition financing to the
extent it seeks to impair the Tax Collector's first-priority
lien; and asked the Court to acknowledge the first priority
position of the Tax Collector's tax liens with respect to any
postpetition financing to be granted in the Debtors' Chapter 11
cases.

The Tax Collector, subsequently, withdrew its objection after the
Debtors confirmed that their Request only seeks the Court's
authority for the DIP Lenders to prime the Debtors' bank
facilities and do not intend to prime the tax liens which are the
subject of the Tax Collector's limited objection.

D. Term Lenders

KeyBank National Association, as administrative agent on behalf
of certain lenders to a senior term credit agreement, informs the
Court that the Term Lenders do not oppose the Debtors' DIP
Motion.  Nevertheless, the Term Lenders seek to preserve their
rights with respect to provisions of the DIP Credit Agreement
governing the valuation of their collateral.

L. Jason Cornell, Esq., at Fox Rothschild, in Wilmington,
Delaware, relates that the Term Lenders do not believe the
methodology for monitoring the value of the Term Lenders'
collateral under the DIP Credit Agreement sufficiently protects
them given the current state of the real estate market.  
Therefore, the Term Lenders reserve their right to:

   -- raise issues concerning the ongoing value of their
      collateral utilizing methodology other than the one
      contemplated under the DIP Credit Agreement;

   -- assert that the Debtors are in default, including, without
      limitation, asserting that the Debtors have failed to
      maintain the minimum appraised value ration by introducing
      evidence on the value of their collateral obtained by means
      other than the appraisal mechanism of the DIP Credit
      Agreement.

Pursuant to the DIP Credit Agreement, the Term Lenders, through
the Collateral Agent, are entitled to one appraisal per year and
one update to that appraisal.

Mr. Cornell says the Term Lenders' concerns are not limited to
the Term Lenders alone.  The Debtors, in their pleadings,
discussed the significant declines in the real estate market and
cited it as one of the main reasons they commenced these Chapter
11 cases.  There is no way for the Debtors or the Term Lenders to
predict the trend of the real estate market, Mr. Cornell notes.

                        Debtors Talk Back

The Debtors addressed the objections asserted by Aurelius Capital
and the U.S. Trustee.

Jeffrey M. Schlerf, Esq., at Bayard, P.A., in Wilmington,
Delaware, notes that Aurelius Capital is the only entity to have
opposed the DIP Facility.  The Official Committee of Unsecured
Creditors, after negotiations with the DIP Lenders and the
Debtors, determined it will not object to the DIP Motion after
certain modifications to the DIP Financing were reflected.  The
U.S. Trustee also has not filed an objection to the DIP Motion,
he points out.

Mr. Schlerf argues that none of Aurelius Capital's arguments hold
merit.  He maintains that with respect to the timing of the
credit agreement, the Debtors have complied with all the notice
requirements of Bankruptcy Rule 4001(c)(1)(A) by comprehensively
describing the terms of the DIP Credit Facility in the DIP Motion
and the detailed term sheet attached to it and by filing the
credit agreement on September 17, 2008.  Mr. Schlerf says that
"ACM's argument is wrong because Rule 4001(c)(1)(A) does not
require that the motion and credit agreement be filed at the same  
time, only that the credit agreement 'accompany' the Motion."

Moreover, he continues, Aurelius Capital's argument that the
Debtor subsidiaries that were not parties to the Prepetition
Facilities should not be required to guaranty the DIP Facility or
grant the Prepetition Lenders adequate protection liens is flawed
on a legal and factual basis.  As an initial matter, Aurelius
Capital has no standing to asserts its objections, Mr. Schlerf
insists.  He relates that Aurelius Capital is self-described as
merely a manager of funds that may contain bonds and therefore is
not a holder or owner of bonds, nor a creditor of the Debtors.  
Furthermore, the Additional Subsidiaries are not guarantors of
the bonds held by the bondholders purportedly represented by
Aurelius Capital.  Those subsidiaries were validly released as
bond guarantors in 2005, Mr. Schlerf says.

Mr. Schlerf also points out that the Additional Subsidiaries have
assets of only roughly $1 million, not the $500 million claimed
by Aurelius Capital, and the Additional Subsidiaries are not
obligors on the bonds.  "As a result, the bond holders are far
better off if the [DIP] Motion is granted and the going concern
value of the Debtors is maintained than they will be protecting
$1 million in assets held in subsidiaries that are not even
obligors under the bonds."

The Debtors also point out that the Prepetition Lenders will only
look to satisfy their adequate protection claims against those
entities if their other collateral proves insufficient.  Thus,
the DIP Credit Facility and the related adequate protection
afforded the Prepetition Lenders simply does not prejudice the
bondholders managed by Aurelius Capital, Mr. Schlerf insists.

Ultimately, Mr. Schlerf says there is no question that all of the
Debtors' subsidiaries, including the Additional Subsidiaries,
will received substantial direct and indirect benefits from the
DIP Credit Facility and the Debtors' use of Cash Collateral.

Moreover, the Debtors argue that the U.S. Trustee failed to cite
a single case in support of its assertion that DIP financing fees
are routinely disclosed as part of DIP financing motions.

The Debtors elaborate that the Fee Letter has already been
provided to the attorneys and financial advisors for the
Creditors Committee and can be provided to other interested
parties upon request, if an appropriate confidentiality agreement
reasonably satisfactory to the Debtors and the lead arrangers is
executed.  "Thus, parties that require access to the Fee Letter
can obtain access," the Debtors note.

The Debtors thus ask the Court to disregard the U.S. Trustee's
response and grant its request for the sealing of the Fee Letter.

           Wachovia Replies to U.S. Trustee's Assertion

Wachovia Capital Markets LLC and Banc of America Securities LLC,
lead arrangers of proposed DIP Facility, point out that it took
the U.S. Trustee a month after the DIP Motion was filed to seek
the public disclosure of highly confidential commercial
information.

The Lead Arrangers also contend that, contrary to the U.S.
Trustee's allegations, DIP financing documents are rarely
publicly disclosed, and with good reason because the public
disclosure of the arrangements would inflict harm on the Debtors
by driving up the cost of postpetition financing.

The Lead Arrangers agree that the Fee Letter should be filed
under seal for these reasons:

   -- It constitutes "commercial information" that is protected
      under Section 107(b) of the Bankruptcy Code;

   -- It has already been reviewed by the U.S. Trustee and the
      Creditors Committee;

   -- The Debtors and the Lead Arrangers have not sought to
      prevent a single economic party-in-interest from reviewing
      the Fee Letter, but to condition a review upon the
      execution of an agreeable confidentiality statement; and

   -- Disclosure of the Fee Letter would be against the very
      public interest that the U.S. Trustee seeks to protect by
      increasing the costs associated with postpetition
      financing.

             Committee Supports Approval of DIP Financing

The Creditors Committee tell the Court that based upon its
analysis and evaluation of the DIP Credit Agreement, various
concerns were raised with the Debtors, the Prepetition Agents,
and the Agents concerning the approval of the DIP Credit
Agreement and proposed DIP Order.

The Committee says that it engaged in several weeks of
negotiations with the concerned parties regarding proposed
modifications to the DIP Order and DIP Credit Agreement.  As a
result, the Parties have agreed to modify the DIP Credit
Agreement and proposed DIP Order to address certain of the
Committee's concerns.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that although the Parties did not
agree to make every change to the DIP Credit Agreement and
proposed DIP Order that the Committee has requested, the various
compromises agreed to by the Parties, when combined with the need
for postpetition financing to operate the Debtors' businesses,
were sufficient for the Committee to reach a decision to support
approval of the DIP Financing request.

"As such, based upon the expected valuable benefits of the DIP
Credit Facility to the Debtors' operations, the Committee
supports granting the relief requested in the DIP Motion in
accordance with the terms of the modified proposed DIP Order and
DIP Credit Agreement," Ms. Jones says.

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated      
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No.08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.  
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection against their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

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


WCI COMMUNITIES: Committee Taps Garden City as Info Agent
---------------------------------------------------------
The Official Committee of Unsecured Creditors of WCI Communities
Inc. and its debtor-affiliates ask the United States Bankruptcy
Court for the District of Delaware for authority to retain The
Garden City Group, Inc., as its information agent.

The Committee needs the services of Garden City in order to
comply with its obligations under Section 1102(b)(3) of the
Bankruptcy Code, which generally provides that the Committee must
provide access to information for creditors.

Garden City Chairman Michael J. Sherin informs the Court that  
large Chapter 11 cases in which his firm has been retained by
either by a debtor or a creditors' committee include Kimball
Hill, TOUSA Inc., Propex Inc., Calpine Corp., Leiner Health
Products Inc., Diamond Glass Inc., ProRhythm Inc., Federal-Mogul,
ACandS Inc., Victory Memorial Hospital, Boyds Collection Ltd.,
O'Sullivan Industries Inc., Flintkote Company, and Hawaiian
Airlines.

The Committee believes Garden City is well qualified to assist it
in providing creditors with access to information in connection
with the Debtors' Chapter 11 cases.

The Committee contends that the retention of Garden City will add
to the effective administration of the Debtors' Chapter 11 cases
and reduce the overall expense of administering the cases.

Specifically, as information agent, Garden City will:

   (a) establish and maintain an Internet-accessed website that
       provides, without limitation:

          * a link or other form of access to the website
            maintained by the Debtors' notice, claims, and
            balloting agent at
            http://chapter11.epiqsystems.com/wcicommunities,
            which will include, among other things, the case
            docket and claims register;

          * highlights of significant events in the Debtors'
            Chapter 11 cases;

          * a calendar with upcoming significant events in the
            Debtors' Chapter 11 Cases;

          * a general overview of the Chapter 11 process;

          * press releases issued by the Committee or the
            Debtors;

          * a registration form for creditors to request "real-
            time" updates regarding the Debtors' Chapter 11 cases
            via electronic mail;

          * a form to submit creditor questions, comments, and
            requests for access to information;

          * responses to creditor questions, comments, and
            requests for access to information; provided, that
            the Committee may privately provide such responses in
            the exercise of its reasonable discretion, including
            in the light of the nature of the information request
            and the creditor's agreement to appropriate
            confidentiality and trading constraints;

          * answers to frequently asked questions;

          * links to other relevant websites;

          * the names and contact information for the Debtors'
            counsel and restructuring advisor(s); and

          * the names and contact information for the Committee's
            counsel and financial advisors;

   (b) distribute update regarding the Debtors' Chapter 11 cases
       via electronic mail for creditors that have registered for
       such service on the Committee website; and

   (c) establish and maintain a telephone number and electronic
       mail address for creditors to submit questions and
       comments.

The Committee notes that since Garden City's services is
administrative in nature, the elimination of the administrative
burden of maintaining the Committee Web site from the Committee's
attorneys will result in cost savings to the benefit of the
Debtors' estates and their creditors.

Garden City's customary hourly billing rates are:

      Senior management                 $250 - $295
      Directors, senior consultants     $175 - $250  
      Project managers, dept managers   $125 - $150
      Graphic support                   $125
      Systems & technology staff        $100 - $200
      Project supervisors               $95 - $ 110

A detailed summary of Garden City's fees is available for free
at: http://bankrupt.com/misc/GardenCityFees.pdf

The Committee seeks that the fees and expenses to be incurred by
Garden City will be deemed administrative in nature and should
not be subject to standard fee application procedures for
professionals.  Accordingly, the Committee asks Judge Kevin Carey
to:

   (a) exempt Garden City from the Court-approved interim
       compensation procedures for Chapter 11 professionals and
       committee members; and

   (b) authorize the Debtors to pay for Garden City's services,
       on a monthly basis upon the firm's submission of monthly
       invoices summarizing in reasonable detail the services
       rendered and expenses incurred.

The Committee propose that it and the Debtors be given 10 days to
advise Garden City of any objections to the monthly invoices.  If
an objection cannot be resolved, the Committee will schedule a
hearing before the Court to consider the disputed invoice.  
Unless advised of an objection, the Debtors will pay Garden City
within 40 days after the receipt of the invoice in the ordinary
course of business.  If an objection is raised, the Debtors will
remit to Garden City only the undisputed portion of the invoice
and if applicable, will pay the remainder to Garden City upon the
resolution of the dispute.

Mr. Sherin says his company undertook steps to determine whether
it had any conflicts that might cause it not to be disinterested.  
In connection with the inquiry, Garden City obtained the names of
certain interested parties from Akin Gump Strauss Hauer & Feld
LLP and conducted a thorough conflicts analysis.  "To the best of
my knowledge, neither [Garden City], nor any of its professional
personnel, have any relationship with the Committee or the
Debtors that would impair [Garden City's] ability to serve as the
Information Agent," Mr. Sherin maintains.

Mr. Sherin assures the Court that Garden City has relationships
with some of the Debtors' creditors, but they are in matters
unrelated to the Chapter 11 cases.  He asserts that Garden City
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated      
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.  
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

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


WESTGATE PROPERTIES: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Westgate Properties, Ltd.
        P.O. Box 2255
        Sandusky, OH 44871-2255

Bankruptcy Case No.: 08-34952

Chapter 11 Petition Date: September 22, 2008

Court: Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: Jonathan P Blakely, Esq.
                  jblakely@b-wlaw.com
                  Bernlohr Wertz, L.L.P.
                  The Nantucket Building
                  23 S. Main Street, Third Floor
                  Akron, OH 44308
                  Tel: (330) 434-1000
                  Fax: (330) 434-1001

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's Largest Unsecured Creditor:

   Entity                          Claim Amount
   ------                          ------------
   Erie County Treasurer           124,401.00
   247 Columbus Avenue
   Sandusky, OH 44870


WHITEHALL JEWELERS: Incentive Plan Hearing Set for Oct. 3
---------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Whitehall Jewelers
Holdings, Inc., and Whitehall Jewelers, Inc., will propose to the
U.S. Bankruptcy Court for the District of Delaware on Oct. 3,
2008, an incentive bonus plan that might pay four top executives
at least $700,000.

The proposal, according to the report, will give the executives 10
percent of proceeds from the liquidation once receipts exceed the
secured claim and expenses of the Chapter 11 case by $20 million.  
The bonus, according to the report, will increase to 14 percent
when the cash available for creditors tops $27 million.

The Debtors are selling inventory in going-out-of-business sales,
except for 17 stores it was able to sell to Michael Hill
International Ltd., a specialty-jewelry retailer from New Zealand,
according to the report.

                    About Whitehall Jewelers  

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings
Inc. -- http://www.whitehalljewellers.com/-- owns and operates      
375 stores jewelry stores in 39 states.  The company operates
stores in regional and regional shopping malls under the brand
names Whitehall Jewellers, Marks Bros.  Jewellers and Lundstrom
Jewellers.  The Debtors' retail stores operate under the names
Whitehall (271 locations), Lundstrom (24 locations), Friedman's
(56 locations, and Crescent (22 locations).  As of June 23, 2008,
the Debtors have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  Scott Rutsky, Esq., Peter Antoszyk, Esq., Adam T.
Berkowitz, Esq., and Jesse I. Redlener, Esq., at Proskauer Rose
LLP in New York; and Laura Davis Jones, Esq., and James O'Neill,
Esq., at Pachulski, Stang Ziehl & Jones LLP in Wilmington,
Delaware, represent the Debtors in their restructuring efforts.  
Epiq Bankruptcy Solutions LLC is their claims, noticing and
balloting agent.  The Official Committee of Unsecured Creditors is
represented by Lawrence L. Ginsburg, Esq., Alan E. Gamza, Esq.,
Christopher J. Caruso, Esq., and Alan Kolod, Esq., at Moses &
Singer LLP in New York; and Charlene D. Davis, Esq., Mary E.
Augustine, Esq., and Justin K. Edelson, Esq., at Bayard P.A. in
Wilmington, Delaware.

When the Debtors filed for protection from their creditors, they
listed total assets of $207,100,000 and total debts of
$185,400,000.


* Moody's Takes Various Rating Actions on 234 Classes of Notes
--------------------------------------------------------------
Moody's Investors Service has withdrawn the rating of one class of
notes, downgraded the ratings of 234 classes of notes issued by 57
collateralized debt obligations backed primarily by portfolios of
residential mortgage-backed securities and CDO securities, and
left on review for possible further downgrade the ratings of 2 of
these classes of notes:

Issuer: 888 Tactical Fund, Ltd.

Class Description: $39,200,000 Class S Floating Rate Notes due
2015

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Ca

Class Description: Up to $500,000,000 Class A1 Floating Rate Notes
due 2050

  -- Prior Rating: Ca
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: C

Issuer: ART CDO 2006-1, Ltd.

Class Description: $865,000,000 Class A1S Senior Floating Rate
Notes Due August 2046

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: June 3, 2008
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $84,000,000 Class A1J Senior Floating Rate
Notes Due August 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: June 3, 2008
  -- Current Rating: C

Class Description: $20,000,000 Class A2 Senior Floating Rate Notes
Due August 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: June 3, 2008
  -- Current Rating: C

Issuer: Acacia Option ARM 1 CDO, Ltd.

Class Description: $380,000,000 Class A1S First Priority Senior
Secured Floating Rate Notes Due 2052

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: July 7, 2008
  -- Current Rating: Ca

Class Description: $40,000,000 Class A1J Second Priority Senior
Secured Floating Rate Notes Due 2052

  -- Prior Rating: Ca
  -- Prior Rating Date: July 7, 2008
  -- Current Rating: C

Class Description: $34,000,000 Class A2 Third Priority Senior
Secured Floating Rate Notes Due 2052

  -- Prior Rating: Ca
  -- Prior Rating Date: July 7, 2008
  -- Current Rating: C

Issuer: Alpha Mezz CDO 2007-I, Ltd.

Class Description: $325,000,000 Supersenior Swap

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: May 7, 2008
  -- Current Rating: Ca

Class Description: $70,000,000 Class II Senior Floating Rate Notes
Due 2047

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: May 7, 2008
  -- Current Rating: C

Class Description: $30,000,000 Class III Senior Floating Rate
Notes Due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: May 7, 2008
  -- Current Rating: C

Class Description: $5,000,000 Class IV Senior Floating Rate Notes
Due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: May 7, 2008
  -- Current Rating: C

Issuer: Auriga CDO Ltd.

Class Description: $975,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due January 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: Ca

Class Description: $97,500,000 Class A-2A Second Priority Senior
Secured Floating Rate Notes due January 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: C

Class Description: $48,000,000 Class A-2B Third Priority Senior
Secured Floating Rate Notes due January 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: C

Class Description: $64,500,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due January 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: February 28, 2008
  -- Current Rating: C

Issuer: Belle Haven ABS CDO 2006-1, Ltd.

Class Description: $1,700,000,000 Class A-1 Floating Rate Notes
Due 2046

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: April 22, 2008
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $170,000,000 Class A-2 Floating Rate Notes Due
2046

  -- Prior Rating: Ca
  -- Prior Rating Date: April 22, 2008
  -- Current Rating: C

Class Description: $50,000,000 Class B Floating Rate Notes Due
2046

  -- Prior Rating: Ca
  -- Prior Rating Date: April 22, 2008
  -- Current Rating: C

Issuer: Biltmore CDO 2007-1, Ltd.

Class Description: $500,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2050

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: Ca

Class Description: $350,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: C

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

  -- Prior Rating: Ca
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: C

Class Description: $55,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: C

Class Description: $20,000,000 Class B Fifth Priority Mezzanine
Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: C

Class Description: $5,000,000 Class C Sixth Priority Mezzanine
Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: C

Issuer: Brigantine High Grade Funding, Ltd.

Up to Class Description: $1,180,000,000 Class A-1AL Floating Rate
Notes Due 2007

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: April 29, 2008
  -- Current Rating: Ca

Class Description: $500,000,000 Class A-1B Floating Rate Notes Due
2051

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: April 29, 2008
  -- Current Rating: Ca

Class Description: $100,000,000 Class A-1C Floating Rate Delayed
Draw Notes Due 2051

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: April 29, 2008
  -- Current Rating: Ca

Up to Class Description: $100,000,000 Class A-1DL Floating Rate
Notes Due 2008

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: April 29, 2008
  -- Current Rating: Ca

Class Description: $69,500,000 Class A-2 Floating Rate Notes Due
2051

  -- Prior Rating: Ca
  -- Prior Rating Date: March 18, 2008
  -- Current Rating: C

Class Description: $17,000,000 Class B Floating Rate Notes Due
2051

  -- Prior Rating: Ca
  -- Prior Rating Date: March 18, 2008
  -- Current Rating: C

Issuer: Broderick CDO 2 Ltd.

Class Description: $876,000,000 Class A-1AD First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2049

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: Ca

Class Description: $500,000,000 Class A-1AT First Priority Senior
Secured Floating Rate Notes due 2049

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: Ca

Class Description: $42,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes due 2049

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: C

Class Description: $70,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes due 2049

  -- Prior Rating: Ca
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: C

Class Description: $67,600,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2049

  -- Prior Rating: Ca
  -- Prior Rating Date: March 5, 2008
  -- Current Rating: C

Issuer: Broderick CDO III Ltd.

Class Description: $750,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due 2050

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: Ca

Class Description: $225,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2050

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: C

Class Description: $318,750,000 Class A-3 Third Priority Senior
Secured Floating Rate Delayed Draw Notes due 2050

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: C

Class Description: $56,250,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes due 2050

  -- Prior Rating: Ca
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: C

Class Description: $92,000,000 Class A-5 Fifth Priority Senior
Secured Floating Rate Notes due 2050

  -- Prior Rating: Ca
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: C

Class Description: $28,000,000 Class B Sixth Priority Senior
Secured Floating Rate Notes due 2050

  -- Prior Rating: Ca
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: C

Issuer: Cairn High Grade ABS CDO II Limited

Class Description: $70,000,000 Class A-S First Priority Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: March 21, 2008
  -- Current Rating: C

Class Description: $48,000,000 Class A-J Second Priority Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: March 21, 2008
  -- Current Rating: C

Class Description: $36,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: March 21, 2008
  -- Current Rating: C

Issuer: Cairn Mezz ABS CDO II Limited

Class Description: $450,000,000 Class A1-VF Senior Secured
Floating Rate Notes Due 2047

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: Ca

Class Description: $30,000,000 Class A2A Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: C

Class Description: $120,000,000 Class A2B Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: C

Class Description: $37,500,000 Class B1 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: C

Class Description: $11,250,000 Class B2 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: February 25, 2008
  -- Current Rating: C

Class Description: $33,750,000 Class C Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: February 25, 2008
  -- Current Rating: C

Issuer: Cairn Mezz ABS CDO IV, Ltd.

Class Description: $292,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Ca

Issuer: Camber 7 plc

Class Description: $485,000,000 Class A-1 Floating Rate Secured
Notes Due 2042

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: June 5, 2008
  -- Current Rating: Ca

Class Description: $100,000,000 Class A-2 Floating Rate Secured
Notes Due 2042

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Prior Rating Date: June 5, 2008
  -- Current Rating: C

Class Description: $72,000,000 Class A-3 Floating Rate Secured
Notes Due 2042

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Prior Rating Date: June 5, 2008
  -- Current Rating: C

Class Description: $81,000,000 Class B Floating Rate Secured Notes
Due 2042

  -- Prior Rating: Ca
  -- Prior Rating Date: June 5, 2008
  -- Current Rating: C

Class Description: $15,500,000 Class S Floating Rate Secured Notes
Due 2013

  -- Prior Rating: A1, on review for possible downgrade
  -- Prior Rating Date: July 2, 2008
  -- Current Rating: WR

Issuer: Cherry Creek CDO II, Ltd.

Class Description: $329,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: April 30, 2008
  -- Current Rating: Ca

Issuer: Citation High Grade ABS CDO I, Ltd.

Class Description: $940,500,000 Class A-1 Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: Ca

Class Description: $105,500,000 Class A-2 Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: Ca
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

Class Description: $23,000,000 Class B-1 Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: Ca
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

Class Description: $12,000,000 Class B-2 Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: Ca
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

Issuer: Costa Bella CDO Ltd.

Class Description: U.S. Class A-1 Swap

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 19, 2008
  -- Current Rating: Ca

Class Description: $250,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2046

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 19, 2008
  -- Current Rating: Ca

Class Description: $40,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: May 19, 2008
  -- Current Rating: C

Class Description: $30,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: May 19, 2008
  -- Current Rating: C

Class Description: $5,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: May 19, 2008
  -- Current Rating: C

Class Description: $23,000,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: May 19, 2008
  -- Current Rating: C

Class Description: $18,500,000 Class E Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: March 26, 2008
  -- Current Rating: C

Class Description: $10,500,000 Class F Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: March 26, 2008
  -- Current Rating: C

Class Description: $7,500,000 Class G Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: March 26, 2008
  -- Current Rating: C

Issuer: Duke Funding High Grade V, Ltd.

Class Description: Class A-1 Senior Secured Floating Rate Notes
Due 2050

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: July 21, 2008
  -- Current Rating: Ca

Class Description: Class A-2 Senior Secured Floating Rate Notes
Due 2050

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: July 21, 2008
  -- Current Rating: C

Class Description: Class B Senior Secured Floating Rate Notes Due
2050

  -- Prior Rating: Ca
  -- Prior Rating Date: July 21, 2008
  -- Current Rating: C

Issuer: Duke Funding XII, Ltd.

Class Description: $1,388,000,000 Class A-S1VFA Secured Floating
Rate Notes Due 2046

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: August 4, 2008
  -- Current Rating: Ca

Class Description: $75,000,000 Class A-S1VFB Secured Floating Rate
Notes Due 2046

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: August 4, 2008
  -- Current Rating: Ca

Issuer: E*Trade VI ABS CDO VI, Ltd.

Class Description: $260,000,000 Class A-1S Variable Funding Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: April 22, 2008
  -- Current Rating: Ca

Issuer: Glacier Funding CDO IV Ltd.

Class Description: $296,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2045

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: Ca

Class Description: $40,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2045

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: C

Class Description: $23,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2045

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: C

Issuer: Grand Avenue CDO III, Ltd.

Class Description: $670,300,000 Class A-1 Floating Rate Notes Due
2052

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: Ca

Class Description: $79,400,000 Class A-2 Floating Rate Notes Due
2052

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

Class Description: $41,650,000 Class A-3 Floating Rate Notes Due
2052

  -- Prior Rating: Ca
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

Class Description: $28,900,000 Class B Floating Rate Notes Due
2052

  -- Prior Rating: Ca
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

Issuer: GSC CDO 2007-1r, Ltd.

Class Description: $375,000,000 Class A-1LA VFN Senior Secured
Floating Rate Notes due 2039

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Ca

Class Description: $57,000,000 Class A-1LB Senior Secured Floating
Rate Notes due 2039

  -- Prior Rating: Ca
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: C

Class Description: $150,000,000 Class A-1LC Senior Secured
Floating Rate Notes due 2039

  -- Prior Rating: Ca
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: C

Issuer: Independence VII CDO, Ltd.

Class Description: $360,000,000 Class A-1A First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2045

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: May 12, 2008
  -- Current Rating: Ca

Class Description: $60,000,000 Class A-1B First Priority Senior
Secured Floating Rate Notes due 2045-2

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: May 12, 2008
  -- Current Rating: Ca

Class Description: $30,600,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2045

  -- Prior Rating: Ca
  -- Prior Rating Date: May 12, 2008
  -- Current Rating: C

Class Description: $60,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due 2045

  -- Prior Rating: Ca
  -- Prior Rating Date: May 12, 2008
  -- Current Rating: C

Class Description: $28,500,000 Class C Fourth Priority Senior
Secured Floating Rate Notes due 2045

  -- Prior Rating: Ca
  -- Prior Rating Date: May 12, 2008
  -- Current Rating: C

Issuer: Ischus Mezzanine CDO III, Ltd.

Class Description: $396,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2046

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: Ca

Class Description: $68,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: C

Class Description: $62,000,000 Class B-1 Third Priority Senior
Secured Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: C

Class Description: $10,000,000 Class B-2 Fourth Priority Senior
Secured Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: C

Issuer: Ivy Lane CDO Ltd.

Class Description: $350,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046-1

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: July 29, 2008
  -- Current Rating: Ca

Issuer: Kleros Preferred Funding IV, Ltd.

Class Description: $1,200,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2051

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Ca

Class Description: $200,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2051

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Class Description: $400,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2051

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Class Description: $91,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2051

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Class Description: $55,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2051

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Issuer: Kleros Preferred Funding V PLC

Class Description: $1,020,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2050

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Ca

Class Description: $80,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Class Description: $40,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Class Description: $28,500,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2050

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Issuer: Kleros Preferred Funding VI, Ltd.

Class Description: $1,000,000,000 Class A-1S-1A First Priority
Senior Secured Delayed Draw Floating Rate Notes due May 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Ca

Class Description: $1,400,000,000 Class A-1S-1B First Priority
Senior Secured Floating Rate Notes due May 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Ca

Class Description: $300,000,000 Class A-1S-2 Second Priority
Senior Secured Floating Rate Notes due May 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Class Description: $169,500,000 Class A-1J Third Priority Senior
Secured Floating Rate Notes due May 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Class Description: $56,000,000 Class A-2 Fourth Priority Senior
Secured Floating Rate Notes due May 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Issuer: Kleros Real Estate CDO I, Ltd.

Class Description: $900,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due October 2046

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: May 12, 2008
  -- Current Rating: Ca

Class Description: $30,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due October 2046

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: May 12, 2008
  -- Current Rating: C

Class Description: $18,700,000 Class B Third Priority Senior
Secured Floating Rate Notes Due October 2046

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: C

Class Description: $20,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes Due October 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: April 23, 2008
  -- Current Rating: C

Issuer: Kleros Real Estate CDO II, Ltd.

Class Description: $775,000,000 Class A-1A First Priority Senior
Secured Floating Rate Notes due November 2046

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: April 16, 2008
  -- Current Rating: Ca

Class Description: $125,000,000 Class A-1B Notes Second Priority
Senior Secured Floating Rate Notes due November 2046

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: April 16, 2008
  -- Current Rating: C

Class Description: $23,000,000 Class A-2 Notes Third Priority
Senior Secured Floating Rate Notes due November 2046

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: April 16, 2008
  -- Current Rating: C

Class Description: $18,700,000 Class B Notes Fourth Priority
Senior Secured Floating Rate Notes due November 2046

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: April 16, 2008
  -- Current Rating: C

Class Description: $27,000,000 Class C Notes Fifth Priority Senior
Secured Floating Rate Notes due November 2046

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: April 16, 2008
  -- Current Rating: C

Issuer: Lacerta ABS CDO 2006-1, Ltd.

Class Description: $200,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: C

Class Description: $100,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: C

Class Description: $110,000,000 Class B Floating Rate Deferrable
Interest Secured Notes Due 2046

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: C

Class Description: $80,000,000 Class C Floating Rate Deferrable
Interest Secured Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: C

Issuer: Laguna Seca Funding I, Ltd.

Class Description: $250,000,000 Class A-1 VFN Senior Secured
Floating Rate Notes due 2047

  -- Prior Rating: B1
  -- Prior Rating Date: April 24, 2008
  -- Current Rating: Ca

Class Description: $65,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: April 24, 2008
  -- Current Rating: C

Class Description: $65,000,000 Class A-3 Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: April 24, 2008
  -- Current Rating: C

Class Description: $40,000,000 Class A-4 Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: April 24, 2008
  -- Current Rating: C

Issuer: Longridge ABS CDO I, Ltd.

Class Description: $175,000,000 Class A-1 Swap Transaction

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: March 26, 2008
  -- Current Rating: Ca

Class Description: $160,000,000 Class A-1 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: March 26, 2008
  -- Current Rating: Ca

Class Description: $55,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Prior Rating Date: March 26, 2008
  -- Current Rating: C

Class Description: $37,000,000 Class B Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: March 26, 2008
  -- Current Rating: C

Class Description: $22,000,000 Class C Mezzanine Deferrable
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: March 26, 2008
  -- Current Rating: C

Class Description: $15,000,000 Class D Mezzanine Deferrable
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: November 8, 2007
  -- Current Rating: C

Issuer: Longshore CDO Funding 2006-2, Ltd.

Class Description: $870,000,000 Class A-1 Floating Rate Notes Due
2046

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Ca

Class Description: $60,000,000 Class A-2 Floating Rate Notes Due
2046

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Class Description: $42,000,000 Class B Floating Rate Notes Due
2046

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Issuer: Maxim High Grade CDO I, Ltd.

Class Description: $1,200,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2048

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: April 18, 2008
  -- Current Rating: Ca

Class Description: $250,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2048

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: April 18, 2008
  -- Current Rating: C

Class Description: $250,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2048

  -- Prior Rating: Ca
  -- Prior Rating Date: April 18, 2008
  -- Current Rating: C

Issuer: Maxim High Grade CDO II, Ltd.

Class Description: $1,200,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2053

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: April 18, 2008
  -- Current Rating: Ca

Class Description: $500,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca
  -- Prior Rating Date: April 18, 2008
  -- Current Rating: C

Class Description: $100,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca
  -- Prior Rating Date: April 18, 2008
  -- Current Rating: C

Class Description: $100,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca
  -- Prior Rating Date: April 18, 2008
  -- Current Rating: C

Class Description: $36,500,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca
  -- Prior Rating Date: April 18, 2008
  -- Current Rating: C

Issuer: McKinley Funding III, Ltd.

Class Description: $1,230,000,000 Class A-1 Senior Secured
Floating Rate Notes Due 2046

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: Ca

Class Description: $205,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: C

Class Description: $38,000,000 Class B-1 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: C

Class Description: $15,000,000 Class B-2 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: January 3, 2008
  -- Current Rating: C

Class Description: $7,000,000 Class C Senior Secured Deferrable
Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: January 3, 2008
  -- Current Rating: C

Class Description: $18,000 Preference Shares (US $18,000,000
Aggregate Liquidation Preference)

  -- Prior Rating: Ca
  -- Prior Rating Date: January 3, 2008
  -- Current Rating: C

Issuer: Millstone IV CDO, Ltd.

Class Description: $682,000,000 Class A-1A Floating Rate Notes Due
2047

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Ca

Class Description: $682,000,000 Class A-1B Floating Rate Notes Due
2047

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Ca

Class Description: $682,000,000 Class A-1C Floating Rate Notes Due
2047

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Ca

Issuer: Montrose Harbor CDO I, Ltd.

Class Description: $342,500,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2051

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 18, 2008
  -- Current Rating: Ca

Issuer: Pinnacle Point Funding II Ltd.

Class Description: Up to US $1,800,000,000 Class A-1B Notes due
2052

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Ca

Class Description: $111,000,000 Class A-2 Floating Rate Notes due
2052

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Class Description: $33,000,000 Class B Floating Rate Notes due
2052

  -- Prior Rating: Ca
  -- Prior Rating Date: March 5, 2008
  -- Current Rating: C

Issuer: Pyxis ABS CDO 2007-1 Ltd.

Class Description: $945,000,000 Class A-1 Variable Funding Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: March 13, 2008
  -- Current Rating: Ca

Class Description: $168,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: March 13, 2008
  -- Current Rating: C

Class Description: $43,000,000 Class S Senior Secured Notes Due
2047

  -- Prior Rating: Ca
  -- Prior Rating Date: March 13, 2008
  -- Current Rating: C

Issuer: Raffles Place II Funding, Ltd.

Class Description: $600,000,000 Class A1M Floating Rate Notes Due
2047

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: Ca

Class Description: $260,000,000 Class A1Q Floating Rate Notes Due
2047

  -- Prior Rating: Ca
  -- Prior Rating Date: June 4, 2008
  -- Current Rating: C

Issuer: Ridgeway Court Funding II, Ltd.

Class Description: Up to US $840,000,000 Class A1A Floating Rate
Notes Due June 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: Ca

Class Description: $660,000,000 Class A1B Floating Rate Notes Due
June 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: Ca

Class Description: $450,000,000 Class A1C Floating Rate Notes Due
June 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: Ca

Class Description: $300,000,000 Class A1X Floating Rate Notes Due
June 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: C

Class Description: $225,000,000 Class A2 Floating Rate Notes Due
June 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: C

Class Description: $225,000,000 Class A3 Floating Rate Notes Due
June 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: May 29, 2008
  -- Current Rating: C

Class Description: $126,000,000 Class A4 Floating Rate Notes Due
June 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: January 23, 2008
  -- Current Rating: C

Class Description: $80,000,000 Class A5 Floating Rate Notes Due
June 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: January 23, 2008
  -- Current Rating: C

Issuer: Robeco High Grade CDO I, Ltd.

Class Description: $550,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2053

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Ca

Class Description: $385,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Class Description: $55,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Class Description: $64,900,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Class Description: $19,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2053

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Issuer: Sagittarius CDO I Ltd.

Class Description: $630,000,000 Super Senior Swap

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: Ca

Class Description: $133,000,000 Class A Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: Ca
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: C

Class Description: $82,500,000 Class B Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: Ca
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: C

Class Description: $45,000,000 Class C Secured Floating Rate
Deferrable Interest Notes Due 2051

  -- Prior Rating: Ca
  -- Prior Rating Date: May 23, 2008
  -- Current Rating: C

Class Description: $14,500,000 Class D-1 Secured Floating Rate
Deferrable Interest Notes Due 2051

  -- Prior Rating: Ca
  -- Prior Rating Date: November 2, 2007
  -- Current Rating: C

Class Description: $27,500,000 Class D-2 Secured Floating Rate
Deferrable Interest Notes Due 2051

  -- Prior Rating: Ca
  -- Prior Rating Date: November 2, 2007
  -- Current Rating: C

Class Description: $12,500,000 Class D-3 Secured Floating Rate
Deferrable Interest Notes Due 2051

  -- Prior Rating: Ca
  -- Prior Rating Date: November 2, 2007
  -- Current Rating: C

Class Description: $10,000,000 Class E Secured Floating Rate
Deferrable Interest Notes Due 2051

  -- Prior Rating: Ca
  -- Prior Rating Date: November 2, 2007
  -- Current Rating: C

Class Description: $15,000,000 Class X Secured Floating Rate
Deferrable Interest Notes Due 2051

  -- Prior Rating: Ca
  -- Prior Rating Date: November 2, 2007
  -- Current Rating: C

Issuer: Scorpius CDO, Ltd.

Class Description: Class A-1 First Priority Senior Secured
Floating Rate Notes due November 2046

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: March 12, 2008
  -- Current Rating: Ca

Class Description: Class A-2A Second Priority Senior Secured
Floating Rate Notes due November 2046

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Prior Rating Date: March 12, 2008
  -- Current Rating: C

Class Description: Class A-2B Third Priority Senior Secured
Floating Rate Notes due November 2046

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Prior Rating Date: March 12, 2008
  -- Current Rating: C

Class Description: Class B Fourth Priority Senior Secured Floating
Rate Notes due November 2046

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: March 12, 2008
  -- Current Rating: C

Class Description: Class C Fifth Priority Senior Secured Floating
Rate Notes due November 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: March 12, 2008
  -- Current Rating: C

Class Description: Class D Sixth Priority Mezzanine Secured
Floating Rate Notes due November 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: March 12, 2008
  -- Current Rating: C

Issuer: Singa Funding, Ltd.

Class Description: $600,000,000 Class A1M Floating Rate Notes Due
2046

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: August 6, 2008
  -- Current Rating: Ca

Class Description: $260,000,000 Class A1Q Floating Rate Notes Due
2046

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: August 6, 2008
  -- Current Rating: C

Issuer: Sorin VI CDO Ltd.

Class Description: $346,500,000 Class A-1LA Floating Rate Notes
Due 2052

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: May 28, 2008
  -- Current Rating: Ca

Class Description: $49,500,000 Class A-1LB Floating Rate Notes Due
2052

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Prior Rating Date: May 28, 2008
  -- Current Rating: C

Class Description: $79,200,000 Class A-2L Floating Rate Notes Due
2052

  -- Prior Rating: Ca
  -- Prior Rating Date: May 28, 2008
  -- Current Rating: C

Class Description: $22,000,000 Class A-3L Floating Rate Notes Due
2052

  -- Prior Rating: Ca
  -- Prior Rating Date: May 28, 2008
  -- Current Rating: C

Issuer: Stockton CDO Ltd.

Class Description: $495,000,000 Class A-1 Variable Funding Senior
Secured Floating Rate Notes Due 2052

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Ca

Class Description: $90,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2052

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Class Description: U.S. $54,000,000 Class A-3 Senior Secured
Floating Rate Notes Due 2052

  -- Prior Rating: Ca
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: C

Class Description: $81,000,000 Class B Senior Secured Floating
Rate Notes Due 2052

  -- Prior Rating: Ca
  -- Prior Rating Date: March 5, 2008
  -- Current Rating: C

Issuer: TABS 2005-4, Ltd.

Class Description: $264,000,000 Class A Senior Secured Floating
Rate Notes Due 2045

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: August 4, 2008
  -- Current Rating: Ca

Class Description: $60,000,000 Class B Senior Secured Floating
Rate Notes Due 2045

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: August 4, 2008
  -- Current Rating: C

Class Description: $30,000,000 Class C Senior Secured Floating
Rate Notes Due 2045

  -- Prior Rating: Ca
  -- Prior Rating Date: August 4, 2008
  -- Current Rating: C

Issuer: Tahoma CDO, Ltd.

Class Description: $304,000,000 Class A-1A Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: April 15, 2008
  -- Current Rating: Ca

Class Description: $21,000,000 Class A-1B Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Prior Rating Date: April 15, 2008
  -- Current Rating: C

Class Description: $325,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: April 15, 2008
  -- Current Rating: C

Class Description: $200,000,000 Class A-3 Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: April 15, 2008
  -- Current Rating: C

Issuer: Tazlina Funding CDO I, Ltd.

Class Description: $1,320,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due September 2046

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: Ca

Class Description: $85,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due September 2046

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008
  -- Current Rating: C

Issuer: Tazlina Funding CDO II, Ltd.

Class Description: $900,000,000 Class A-1 First Priority Senior
Floating Rate Delayed Draw Notes Due 2054

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: Ca

Class Description: $450,000,000 Class A-2 Second Priority Senior
Floating Rate Notes Due 2054

  -- Prior Rating: Ca
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

Class Description: $105,000,000 Class A-3 Third Priority Senior
Floating Rate Notes Due 2054

  -- Prior Rating: Ca
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

Class Description: $17,500,000 Class B Fourth Priority Senior
Floating Rate Notes Due 2054

  -- Prior Rating: Ca
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

Class Description: $2,500,000 Class C Fifth Priority Senior
Floating Rate Notes Due 2054

  -- Prior Rating: Ca
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

Issuer: Topanga CDO II, Ltd.

Class Description: Up to US $650,000,000 Class S Floating Rate
Senior Secured Notes Due 2046

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: May 6, 2008
  -- Current Rating: Ca

Class Description: $161,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: May 6, 2008
  -- Current Rating: C

Issuer: Tourmaline CDO III Ltd.

Class Description: $1,050,000,000 Class A-1 Senior Floating Rate
Notes Due 2052

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: April 10, 2008
  -- Current Rating: Ca

Class Description: $141,250,000 Class A-2 FLT Senior Floating Rate
Notes Due 2052

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Prior Rating Date: April 10, 2008
  -- Current Rating: C

Class Description: $5,000,000 Class A-2 FXD Senior Fixed Rate
Notes Due 2052

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Prior Rating Date: April 10, 2008
  -- Current Rating: C

Class Description: $50,000,000 Class B-1 Senior Floating Rate
Notes Due 2052

  -- Prior Rating: Ca
  -- Prior Rating Date: April 10, 2008
  -- Current Rating: C

Class Description: $40,500,000 Class B-2 Floating Rate Deferrable
Notes Due 2052

  -- Prior Rating: Ca
  -- Prior Rating Date: April 10, 2008
  -- Current Rating: C

Class Description: $94,000,000 Class C Floating Rate Deferrable
Notes Due 2052

  -- Prior Rating: Ca
  -- Prior Rating Date: April 10, 2008
  -- Current Rating: C

Class Description: $6,000,000 Class D-1 Floating Rate Deferrable
Notes Due 2052

  -- Prior Rating: Ca
  -- Prior Rating Date: April 10, 2008
  -- Current Rating: C

Class Description: $33,000,000 Class D-2 FLT Floating Rate
Deferrable Notes Due 2052

  -- Prior Rating: Ca
  -- Prior Rating Date: April 10, 2008
  -- Current Rating: C

Class Description: $6,000,000 Class D-2 HYB Floating/Fixed Rate
Deferrable Notes Due 2052

  -- Prior Rating: Ca
  -- Prior Rating Date: April 10, 2008
  -- Current Rating: C

Class Description: $16,500,000 Class D-3 Floating Rate Deferrable
Notes Due 2052

  -- Prior Rating: Ca
  -- Prior Rating Date: April 10, 2008
  -- Current Rating: C

Class Description: $11,250,000 Class E Floating Rate Deferrable
Notes Due 2052

  -- Prior Rating: Ca
  -- Prior Rating Date: April 10, 2008
  -- Current Rating: C

Class Description: $6,000,000 Combination Notes Due 2052

  -- Prior Rating: Ca
  -- Prior Rating Date: April 10, 2008
  -- Current Rating: C

Issuer: Vertical Virgo 2006-1, Ltd.

Class Description: $1,266,000,000 Class A1S Variable Funding
Senior Secured Floating Rate Notes Due 2046

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: May 18, 2008
  -- Current Rating: Ca

Class Description: $255,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Prior Rating Date: May 18, 2008
  -- Current Rating: C

Class Description: $177,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Prior Rating Date: May 18, 2008
  -- Current Rating: C

Class Description: $80,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: May 18, 2008
  -- Current Rating: C

Class Description: $17,500,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: May 18, 2008
  -- Current Rating: C

Class Description: $74,500,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: May 18, 2008
  -- Current Rating: C

Class Description: $20,000,000 Class B3 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: May 18, 2008
  -- Current Rating: C

Class Description: $40,000,000 Class I Subordinated Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: May 18, 2008
  -- Current Rating: C

The rating actions taken reflect continuing deterioration in the
credit quality of the underlying portfolios and the increased
expected loss associated with each transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

Moody's explained that each of the transactions has experienced an
event of default under the applicable Indenture.  As provided in
Article V of the CDO Indenture, during the occurrence and
continuance of an Event of Default, certain parties to the
transactions may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.  The severity of losses may depend on the timing
and choice of remedy to be pursued by the Controlling Classes.


* Moody's Says Defaulted Bank Debt Recovery May Be Below Average
----------------------------------------------------------------
Given the lack of subordinate debt in the capital structure of the
current vintage of leveraged companies, recoveries on the next
round of defaulted bank debt could be far lower than historic
averages, says a new report by Moody's Investors Service.

"The unprecedented wave of bank-loan issuance in recent years has
reduced -- and in many cases eliminated -- the traditional debt
cushion created by structurally subordinated debt," says Moody's
Senior Vice President David Keisman, who authored the report.

By 2007, more than 70% of new issuers rated by Moody's came to the
market with loan-only deals; the value of these first-time-issuer
deals was about $140 billion.  This proliferation of loan-only
capital structures will have a significant effect on the recovery
rates for bank debt in the next default cycle, says Moody's.

"Investors who expect history to repeat itself during the current
upswing in corporate defaults may be surprised by recovery rates
of 60% or lower for bank debt in companies with bank-debt-only
capital structures," says Keisman.  The historic average recovery
for defaulted bank debt is about 81%.

Loan-only issuers that have defaulted have experienced recovery
rates of 60% on average, according to Moody's analysis of 68
companies that defaulted with bank-debt-only structures during the
last 20 years.

Moody's ratings of bank debt take capital structure into account,
and thus reflect expectations of lower recoveries in the event of
default of loan-only issuers.

The analysis in this report is based on data from Moody's Ultimate
Loss Given Default Database, which contains ultimate recovery
results for more than 4,000 instruments taken from over 800
companies that defaulted between 1987 and 2008.


* S&P Lowers Ratings on 79 Cert. Classes from 35 Subprime RMBS
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 79
classes of pass-through certificates from 35 U.S. subprime
residential mortgage-backed securities transactions issued from
2003 to 2007.  S&P lowered 51 of the 79 ratings to 'D'.  At the
same time, S&P affirmed its ratings on 25 classes from seven of
the downgraded ACE Securities Corp. Home Equity Loan Trust
transactions issued in 2003 and 2004.
     
The lowered ratings reflect adverse collateral performance that
has caused monthly losses to exceed monthly excess interest.  As
of the August 2008 remittance period, cumulative losses, as a
percentage of the original pool balances, ranged from 1.45% (ACE
Securities Corp. Home Equity Loan Trust Series 2003-NC1) to 9.95%
(Ace Securities Corp. Home Equity Loan Trust Series 2007-HE3).  
     
The dollar amounts of loans currently in the delinquency pipelines
of these transactions strongly suggest that monthly losses will
continue to exceed excess interest, thereby further compromising
credit support.  Total delinquencies for the downgraded
transactions ranged from 20.57% (ACE Securities Corp. Home Equity
Loan Trust Series 2003-HE1) to 54.86% (Ace Securities Corp. Home
Equity Loan Trust Series 2007-HE3) of the current pool balances.

Severe delinquencies for the downgraded transactions ranged
from 11.76% (ACE Securities Corp. Home Equity Loan Trust Series
2003-HE1) to 47.76% (Ace Securities Corp. Home Equity Loan Trust
Series 2007-HE3) of the current pool balances.  These deals are
seasoned between 17 months (Ace Securities Corp. Home Equity Loan
Trust Series 2007-HE3) and 58 months (ACE Securities Corp. Home
Equity Loan Trust Series 2003-NC1 and ACE Securities Corp. Home
Equity Loan Trust, Series 2003-HE1).
     
Subordination and excess spread provide credit support since
overcollateralization for all of the affected deals has been
reduced to $0.  The collateral for these transactions primarily
consists of subprime, adjustable- and fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties.  

                        Rating Actions

Ace Securities Corp Home Equity Loan Trust Series 2005-HE3
Series      2005-HE3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-9        004421NL3     D              CCC
B-1        004421NM1     D              CC

Ace Securities Corp Home Equity Loan Trust Series 2006-ASAP2
Series      2006-ASAP2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-10       004421XR9     D              CCC
M-11       004421XS7     D              CCC
M-12       004421XT5     D              CC

ACE Securities Corp Home Equity Loan Trust Series 2006ASAP4
Series      2006 ASAP4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-10       00441UAQ3     D              CCC
M-11       00441UAR1     D              CCC

ACE Securities Corp, Home Equity Loan Trust, Series 2006-HE2
Series      2006-HE2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-9        004421ZE6     D              CC
M-10       004421ZF3     D              CC
M-11       004421ZG1     D              CC

ACE Securities Corp. Home Equity Loan Trust Series 2005-HE2
Series      2005-HE2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        004421MN0     D              CC

Ace Securities Corp. Home Equity Loan Trust Series 2005-HE5
Series      2005-HE5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        004421RR6     D              CC

ACE Securities Corp. Home Equity Loan Trust, Series 2003-HE1
Series 2003-HE1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        004421DC4     BBB            A-
M-4        004421DD2     B              BBB
M-5        004421DE0     CCC            BB
M-6        004421DF7     D              B

ACE Securities Corp. Home Equity Loan Trust, Series 2003-NC1
Series 2003-NC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        004421CR2     BB             A
M-3        004421CS0     B              A-
M-4        004421CT8     CCC            BBB
M-5        004421CU5     CC             B
M-6        004421CV3     D              B-

ACE Securities Corp. Home Equity Loan Trust, Series 2004-FM2
Series 2004-FM2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        004421GL1     A-             AA-
M-4        004421GM9     BB             A
M-5        004421GN7     CCC            BB
M-6        004421GP2     CCC            B
B          004421GQ0     D              CCC

ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE1
Series 2004-HE1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-4        004421EP4     CCC            B
M-5        004421EQ2     D              CCC

Ace Securities Corp. Home Equity Loan Trust, Series 2004-HE3
Series 2004-HE3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-5        004421HU0     BBB            AA
M-6        004421HV8     B              AA-
M-7        004421HW6     CCC            A+
M-8        004421HX4     CCC            A
M-9        004421HY2     CC             A-
M-10       004421HZ9     CC             BBB
M-11       004421JA2     D              CCC

ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE4
Series 2004-HE4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-5        004421JM6     BBB            A-
M-6        004421JN4     B              BB
M-7        004421JP9     CCC            B
M-9        004421JR5     CC             CCC
M-10       004421JS3     CC             CCC
M-11       004421JT1     D              CCC

ACE Securities Corp. Home Equity Loan Trust, Series 2004-RM2
Series 2004-RM2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-5        004421KA0     A              A+
M-7        004421KC6     B              B+
B-1        004421KD4     CCC            B
B-2        004421KE2     CCC            B-
B-3        004421KF9     CC             CCC
B-4        004421KG7     D              CCC

Ace Securities Corp. Home Equity Loan Trust, Series 2005-ASAP1
Series 2005-ASAP1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-7        004421TK9     D              CCC
M-8        004421TL7     D              CC
M-9        004421TM5     D              CC

Ace Securities Corp. Home Equity Loan Trust, Series 2005-HE1
Series 2005-HE1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        004421LE1     D              CC

Ace Securities Corp. Home Equity Loan Trust, Series 2005-HE4
Series 2005-HE4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-3        004421QC0     D              CC

Ace Securities Corp. Home Equity Loan Trust, Series 2005-HE6
Series 2005-HE6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-11       004421SX2     D              CC
B-1        004421SE4     D              CC

ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE7
Series 2005-HE7
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-11       004421UN1     D              CC

Ace Securities Corp. Home Equity Loan Trust, Series 2005-RM1
Series 2005-RM1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-3        004421LX9     D              CC

ACE Securities Corp. Home Equity Loan Trust, Series 2005-RM2
Series 2005-RM2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        004421PF4     D              CC

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP3
Series 2006-ASAP3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-9        00442VAP2     D              CCC
M-10       00442VAQ0     D              CC
M-11       00442VAR8     D              CC

Ace Securities Corp. Home Equity Loan Trust, Series 2006-ASAP5
Series 2006-ASAP5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-9        004422AQ4     D              CCC
M-10       004422AR2     D              CC
M-11       004422AS0     D              CC

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6
Series 2006-ASAP6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-9        00443KAQ3     D              CC

Ace Securities Corp. Home Equity Loan Trust, Series 2006-HE4
Series 2006-HE4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-8        00442BAN1     D              CC

Ace Securities Corp. Home Equity Loan Trust, Series 2007-HE3
Series 2007-HE3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-8        00442GAN0     D              CC

ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM1
Series 2007-WM1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-10       004424AQ0     D              CC

FBR Securitization Trust 2005-4
Series 2005-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-10       30246QCE1     D              CC
M-11       30246QCF8     D              CC

GE-WMC Asset Backed Pass Through Certificates, Series 2005-2
Series 2005-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-4        367910BF2     D              CC
B-5        367910BG0     D              CC

GE-WMC Asset-Backed Pass-Through Certificates, Series 2005-1
Series 2005-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-4        367910AP1     D              CC
B-5        367910AQ9     D              CC

Park Place Securities, Inc.
Series 2005-WHQ3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-12       70069FJJ7     D              CCC

Park Place Securities, Inc.
Series 2005-WCW1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-12       70069FKV8     D              CC

Park Place Securities, Inc.
Series 2005-WHQ4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-11       70069FNC7     D              CC

Specialty Underwriting and Residential Finance Trust, Series 2005-
AB1
Series 2005-AB1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        84751PFK0     D              CCC

Specialty Underwriting and Residential Finance Trust, Series 2005-
BC3
Series 2005-BC3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-3        84751PHH5     D              CC

Specialty Underwriting and Residential Finance Trust, Series 2005-
BC4
Series 2005-BC4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        84751PJB6     D              CCC

                         Ratings Affirmed

ACE Securities Corp. Home Equity Loan Trust, Series 2003-HE1
Series 2003-HE1

Class      CUSIP         Rating
-----      -----         ------
M-1        004421DA8     AA
M-2        004421DB6     A

ACE Securities Corp. Home Equity Loan Trust, Series 2003-NC1
Series 2003-NC1

Class      CUSIP         Rating
-----      -----         ------
A-1        004421CN1     AAA
A-2A       004421CP6     AAA
A-2C       004421CX9     AAA
M-1        004421CQ4     AA+

ACE Securities Corp. Home Equity Loan Trust, Series 2004-FM2
Series 2004-FM2

Class      CUSIP         Rating
-----      -----         ------
M-1        004421GJ6     AA+
M-2        004421GK3     AA

ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE1
Series 2004-HE1

Class      CUSIP         Rating
-----      -----         ------
M-1        004421EL3     AAA
M-2        004421EM1     A
M-3        004421EN9     BBB-

Ace Securities Corp. Home Equity Loan Trust, Series 2004-HE3
Series 2004-HE3

Class      CUSIP         Rating
-----      -----         ------
M-1        004421HQ9     AAA
M-2        004421HR7     AA+
M-3        004421HS5     AA+
M-4        004421HT3     AA

ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE4
Series 2004-HE4

Class      CUSIP         Rating
-----      -----         ------
M-1        004421JH7     AA+
M-2        004421JJ3     AA+
M-3        004421JK0     AA
M-4        004421JL8     AA
M-8        004421JQ7     CCC

ACE Securities Corp. Home Equity Loan Trust, Series 2004-RM2
Series 2004-RM2

Class      CUSIP         Rating
-----      -----         ------
M-1        004421JW4     AA+
M-2        004421JX2     AA+
M-3        004421JY0     AA
M-4        004421JZ7     AA
M-6        004421KB8     BB


* S&P Cuts Ratings on 183 Tranches from 36 Cash Flow & Hybrid CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 183
tranches from 36 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 74 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P placed nine additional ratings from five transactions on
CreditWatch negative.  In addition, S&P affirmed one rating from
Millstone II CDO Ltd. and removed it from CreditWatch negative.

Lastly, S&P withdrew its rating on one tranche from Altius I
Funding Ltd.  The ratings on 109 of the downgraded tranches remain
on CreditWatch with negative implications, indicating a
significant likelihood of further downgrades.  The CreditWatch
placements primarily affect transactions for which a significant
portion of the collateral assets currently have ratings on
CreditWatch negative or have significant exposure to assets rated
in the 'CCC' category.
     
The 183 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $24.915 billion.  Eighteen of the 36 affected
transactions are mezzanine structured finance CDOs of asset-backed
securities, which are collateralized in large part by mezzanine
tranches of residential mortgage-backed securities and other SF
securities.  Sixteen of the 36 transactions are high-grade SF CDOs
of ABS, which were collateralized at origination primarily by
'AAA' through 'A' rated tranches of RMBS and other SF securities.  
The other two transactions are CDOs of CDOs that were
collateralized at origination primarily by notes from other CDOs,
as well as by tranches from RMBS and other SF transactions.

The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS.
     
At the same time, S&P lowered and left on CreditWatch negative its
rating on one tranche from one U.S. synthetic CDO transaction.  
The downgraded U.S. synthetic CDO tranche has a total issuance
amount of $100 million.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 3,761 tranches from 857 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 1,395 ratings from 470 transactions are
currently on CreditWatch negative for the same reasons.  In
all, S&P has downgraded $434.949 billion of CDO issuance.
Additionally, S&P's ratings on $34.232 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of future downgrades.    

                          Rating Actions

                                          Rating
                                          ------
  Transaction                Class      To                 From
  -----------                -----      --                 ----
ACA ABS 2007-1 Ltd.          A1S        CC                 CCC/Watch Neg
Acacia CDO 10 Ltd.           A-1        A+/Watch Neg       AAA/Watch Neg
Acacia CDO 10 Ltd.           A-2        BBB+/Watch Neg     AA/Watch Neg
Acacia CDO 10 Ltd.           B          BB+/Watch Neg      A+/Watch Neg
Acacia CDO 10 Ltd.           C          B-/Watch Neg       BBB/Watch Neg
Acacia CDO 10 Ltd.           D          CC                 BB+/Watch Neg
Altius I Funding Ltd.        ABCP       NR                 AAA/A-1+
Altius I Funding Ltd.        A-1LT-a    AA/Watch Neg       AAA      
Altius I Funding Ltd.        A-1LT-b    AA/Watch Neg       AAA      
Altius I Funding Ltd.        A-2        AA-/Watch Neg      AAA      
Altius I Funding Ltd.        B          BBB-/Watch Neg     AA       
Altius I Funding Ltd.        C          CCC-/Watch Neg     A/Watch Neg  
Altius I Funding Ltd.        D          CC                 BBB/Watch Neg
Altius I Funding Ltd.        E          CC                 BB+/Watch Neg
Belle Haven ABS CDO Ltd.     A1J        CCC/Watch Neg      A+/Watch Neg
Belle Haven ABS CDO Ltd.     A1SB-1     BBB-/Watch Neg     AAA/Watch Neg
Belle Haven ABS CDO Ltd.     A1SB-2     BBB-/Watch Neg     AAA/Watch Neg
Belle Haven ABS CDO Ltd.     A1ST       BBB-/Watch Neg     AAA/Watch Neg
Belle Haven ABS CDO Ltd.     A2         CC                 B/Watch Neg  
Cairn Mezz ABS CDO III Ltd.  A1-VF      CCC-/Watch Neg     BB/Watch Neg
Cairn Mezz ABS CDO III Ltd.  A2A        CC                 BB-/Watch Neg
Cairn Mezz ABS CDO III Ltd.  A2B        CC                 B-/Watch Neg
Cairn Mezz ABS CDO III Ltd.  B1         CC                 CCC+/WatchNeg
Cairn Mezz ABS CDO III Ltd.  B2         CC                 CCC
+/WatchNeg
Cairn Mezz ABS CDO III Ltd.  C1         CC                 CCC/Watch Neg
Cairn Mezz ABS CDO III Ltd.  C2         CC                 CCC/Watch Neg
Cairn Mezz ABS CDO III Ltd.  C3         CC
CCC-/WatchNeg
Cairn Mezz ABS CDO III Ltd.  E         CC                 CCC+/Watch
Neg
C-BASS CBO XVII Ltd.         A         CC                 B+/Watch Neg
C-BASS CBO XVII Ltd.         B         CC                 CCC+/Watch Neg
C-BASS CBO XVII Ltd.         C         CC                 CCC-/Watch
Neg
Clifton I CDO Limited        A-1       CC                 CCC+/Watch
Neg
Clifton I CDO Limited        A-2       CC                 CCC/Watch Neg
Clifton I CDO Limited        A-3       CC                 CCC-/Watch
Neg
Coda CDO 2007-1 Ltd.         A-1LA     CCsrp
BBB-srp/WatchNeg   
Coda CDO 2007-1 Ltd.         A-1LB     CC                 BB-/Watch Neg
Coda CDO 2007-1 Ltd.         A-2L      CC                 B+/Watch Neg
Coda CDO 2007-1 Ltd.         A-3L      CC                 CCC/Watch Neg
Coda CDO 2007-1 Ltd.         B-1L      CC                 CCC-/Watch
Neg
Coda CDO 2007-1 Ltd.         X         CC                 BB-/Watch Neg
Commodore CDO III Ltd.       A-2       A+/Watch Neg       AAA/Watch Neg
Commodore CDO III Ltd.       B         CC                 BBB+/Watch
Neg
Commodore CDO III Ltd.       C-1       CC                 BB/Watch Neg
Commodore CDO III Ltd.       C-2       CC                 BB/Watch Neg
Davis Square Funding I Ltd.  A-1LT-a   A+/Watch Neg       AAA      
Davis Square Funding I Ltd.  A-1LT-b   A+/Watch Neg       AAA      
Davis Square Funding I Ltd.  A-1LT-c   A+/Watch Neg       AAA      
Davis Square Funding I Ltd.  A-1LT-c   A+/Watch Neg       AAA      
Davis Square Funding I Ltd.  A-1LT-d   A+/Watch Neg       AAA      
Davis Square Funding I Ltd.  A-1LT-e   A+/Watch Neg       AAA      
Davis Square Funding I Ltd.  A-1MM-a   A+/A-1+/Watch Neg  AAA/A-1+
Davis Square Funding I Ltd.  A-1MM-b   A+/A-1+/Watch Neg  AAA/A-1+
Davis Square Funding I Ltd.  A-1MM-c   A+/A-1+/Watch Neg  AAA/A-1+
Davis Square Funding I Ltd.  A-1MM-d   A+/A-1+/Watch Neg  AAA/A-1+
Davis Square Funding I Ltd.  A-1MM-e   A+/A-1+/Watch Neg  AAA/A-1+
Davis Square Funding I Ltd.  A-1MM-s   A+/A-1+/Watch Neg  AAA/A-1+
Davis Square Funding I Ltd.  A-1MM-t   A+/A-1+/Watch Neg  AAA/A-1+
Davis Square Funding I Ltd.  A-1MT-a   A+/Watch Neg       AAA      
Davis Square Funding I Ltd.  A-1MT-b   A+/Watch Neg       AAA      
Davis Square Funding I Ltd.  A-1MT-c   A+/Watch Neg       AAA      
Davis Square Funding I Ltd.  A-1MT-d   A+/Watch Neg       AAA      
Davis Square Funding I Ltd.  A-1MT-e   A+/Watch Neg       AAA      
Davis Square Funding I Ltd.  A-2       BBB-/Watch Neg     AA+/Watch Neg
Davis Square Funding VI Ltd. A-1LTa    BB-/Watch Neg      AA-/Watch Neg
Davis Square Funding VI Ltd. A-1LT-b   BB-/Watch Neg      AA-/Watch Neg
Davis Square Funding VI Ltd. A-1LT-c   BB-/Watch Neg      AA-/Watch Neg
Davis Square Funding VI Ltd. A-2       B-/Watch Neg       AA-/Watch Neg
Davis Square Funding VI Ltd. B         CC                 BBB/Watch Neg
Davis Square Funding VI Ltd. C         CC                 BB+/Watch Neg
Davis Square Funding VI Ltd. D         CC                 B/Watch Neg  
Davis Square Funding VII     A-1a      CC                 B-/Watch Neg
Davis Square Funding VII     A-1b      CC                 B-/Watch Neg
Davis Square Funding VII     A-2       CC                 CCC/Watch Neg
Duke Funding High Grade III  A-1A      A+/Watch Neg       AAA      
Duke Funding High Grade III  A-1B1     A+/Watch Neg       AAA      
Duke Funding High Grade III  A-1B2     A+/Watch Neg       AAA      
Duke Funding High Grade III  A-2       BBB-/Watch Neg     AAA/Watch Neg
Duke Funding High Grade III  B-1       BB+/Watch Neg      AA+/Watch Neg
Duke Funding High Grade III  B-2       BB+/Watch Neg      AA-/Watch Neg
Duke Funding High Grade III  C-1       B/Watch Neg        A+/Watch Neg
Duke Funding High Grade III  C-2       CCC-/Watch Neg     A-/Watch Neg
Duke Funding High Grade III  D         CC                 BBB-/Watch
Neg
Duke Funding High Grade III  Sub Nts   CC                 BB/Watch Neg
Duke Funding VI Ltd.         A1J       CC                 BB+/Watch Neg
Duke Funding VI Ltd.         A1S       B-/Watch Neg       A+/Watch Neg
Duke Funding VI Ltd.         A2        CC                 B/Watch Neg  
Duke Funding VI Ltd.         A3        CC                 CCC-/Watch
Neg
Duke Funding VIII Ltd.       A-1J      BBB+/Watch Neg     AAA/Watch Neg
Duke Funding VIII Ltd.       A-1S      AA/Watch Neg       AAA      
Duke Funding VIII Ltd.       A-2       BB+/Watch Neg      AA/Watch Neg
Duke Funding VIII Ltd.       A-3F      CCC-/Watch Neg     BBB-/Watch
Neg
Duke Funding VIII Ltd.       A-3V      CCC-/Watch Neg     BBB-/Watch
Neg
Duke Funding VIII Ltd.       B         CC                 BB-/Watch Neg
Duke Funding VIII Ltd.       CombSec 1 CC                 BBB-/Watch
Neg
Duke Funding VIII Ltd.       CombSec 2 CC                 BBB-/Watch
Neg
Duke Funding VIII Ltd.       CombSec 3 CC                 BB-/Watch Neg
Duke Funding VIII Ltd.       Sub Nts   CC                 CCC+/Watch
Neg
Gemstone CDO II Ltd.         B         AA/Watch Neg       AA       
Gemstone CDO II Ltd.         D         BBB+/Watch Neg     A-/Watch Neg
Gemstone CDO II Ltd.         E         BB+/Watch Neg      BBB/Watch Neg
Gemstone CDO II Ltd.         F         CCC/Watch Neg      BB/Watch Neg
G-Star 2004-4 Ltd.           A-1       AA/Watch Neg       AAA      
G-Star 2004-4 Ltd.           A-2-A     A-/Watch Neg       AA/Watch Neg
G-Star 2004-4 Ltd.           A-2-B     A-/Watch Neg       AA/Watch Neg
G-Star 2004-4 Ltd.           B         BBB-/Watch Neg     A-/Watch Neg
G-Star 2004-4 Ltd.           C-1-A     CCC+/Watch Neg     BBB/Watch Neg
G-Star 2004-4 Ltd.           C-1-B     CCC+/Watch Neg     BBB/Watch Neg
G-Star 2004-4 Ltd.           Pref Shr  CC                 BB/Watch Neg
G-STAR 2005-5 Ltd.           A-1       AAA/Watch Neg      AAA      
G-STAR 2005-5 Ltd.           A-2       AA/Watch Neg       AAA      
G-STAR 2005-5 Ltd.           A-3       A/Watch Neg        AA       
G-STAR 2005-5 Ltd.           B         BBB/Watch Neg      A-       
G-STAR 2005-5 Ltd.           C         BB+/Watch Neg      BBB/Watch Neg
G-STAR 2005-5 Ltd.           Income Nt CCC-/Watch Neg     B/Watch Neg  
Independence V CDO Ltd.      A-2A      CC                 B/Watch Neg  
Independence V CDO Ltd.      A-2B      CC                 B/Watch Neg  
Ischus CDO I Ltd.            B         A+/Watch Neg       AA       
Ischus CDO I Ltd.            C-1       BB+/Watch Neg      BBB/Watch Neg
Ischus CDO I Ltd.            C-2       BB+/Watch Neg      BBB/Watch Neg
Ischus CDO I Ltd.            Combo Sec BB/Watch Neg       BBB/Watch Neg
Istana High Grade ABS CDO I  A-1       BB+/Watch Neg      AAA/Watch Neg
Istana High Grade ABS CDO I  A-2       CC                 B/Watch Neg  
Istana High Grade ABS CDO I  A-3       CC                 CCC-/Watch
Neg
Kleros Real Estate CDO IV    A-1       AA-/Watch Neg      AAA/Watch Neg
Kleros Real Estate CDO IV    A-2       CCC/Watch Neg      BBB+/Watch Neg
Kleros Real Estate CDO IV    A-3       CC                 CCC+/Watch
Neg
Kleros Real Estate CDO IV    A-4       CC                 CCC/Watch Neg
Kleros Real Estate CDO IV    B         CC                 CCC-/Watch
Neg
Marathon Structured Finance  
CDO I Ltd.                  B         A+/Watch Neg       AA/Watch Neg
Marathon Structured Finance
CDO I Ltd.                  C         BBB+/Watch Neg     A/Watch Neg  
Marathon Structured Finance
CDO I Ltd.                  D         BB-/Watch Neg      BBB-/Watch
Neg
Marathon Structured Finance
CDO I Ltd.                  E         CC                 CCC+/Watch
Neg
McKinley Funding Ltd.        A-1       BBB-/Watch Neg     AA+/Watch Neg
McKinley Funding Ltd.        A-2       CC                 A+/Watch Neg
McKinley Funding Ltd.        A-3       CC                 BBB/Watch Neg
McKinley Funding Ltd.        ABCP      A+/A-1+/WatchNeg  AAA/A-
1+/WatchNeg   
McKinley Funding Ltd.        B         CC                 BB-/Watch Neg
McKinley Funding Ltd.        C         CC                 CCC-/Watch
Neg
Millstone II CDO Ltd.        X         AAA                AAA/Watch Neg
Millstone II CDO Ltd.        A-1M      CCC/Watch Neg      BBB/Watch Neg
Millstone II CDO Ltd.        A-1Q      CCC/Watch Neg      BBB/Watch Neg
Millstone II CDO Ltd.        A-2       CC                 BB/Watch Neg
Millstone II CDO Ltd.        B         CC                 B/Watch Neg  
Millstone II CDO Ltd.        C         CC                 CCC+/Watch Neg
Millstone II CDO Ltd.        D         CC                 CCC-/Watch
Neg
Montrose Harbor CDO I Ltd.   A-1       CC                 B-/Watch Neg
Paragon CDO Limited          A         BBB-/Watch Neg     AAA/Watch Neg
Paragon CDO Limited          B         B/Watch Neg        AA-/Watch Neg
Paragon CDO Limited          C         CCC-/Watch Neg     BBB/Watch Neg
Paragon CDO Limited          Super Sr  AA/Watch Neg       AAA      
River North CDO Ltd.         A-1       A+/Watch Neg       AAA      
River North CDO Ltd.         A-2       BB+/Watch Neg      AA-/Watch Neg
River North CDO Ltd.         B         CCC-/Watch Neg     BBB-/Watch
Neg
River North CDO Ltd.         C         CC                 BB+/Watch Neg
River North CDO Ltd.         D-1       CC                 CCC-/Watch
Neg
River North CDO Ltd.         D-2       CC                 CCC-/Watch
Neg
Saturn Ventures II Ltd.      A-2       AA-                AA+/Watch Neg
Saturn Ventures II Ltd.      A-3       BBB+               AA-/Watch Neg
Saturn Ventures II Ltd.      B         BB-                BBB-/Watch
Neg
Sierra Madre Funding Ltd.    A-1LT-a   AAA/Watch Neg      AAA      
Sierra Madre Funding Ltd.    A-1LT-b   AAA/Watch Neg      AAA      
Sierra Madre Funding Ltd.    A-2       AAA/Watch Neg      AAA      
Sierra Madre Funding Ltd.    B         AA/Watch Neg       AA       
Solstice ABS CBO II Ltd.     B         CC                 BB/Watch Neg
Soter 2007-CRN3 Ltd.         Notes     CCC-/Watch Neg     BB/Watch Neg
Solstice ABS CBO II Ltd.     A-1       AAA/Watch Neg      AAA      
Solstice ABS CBO II Ltd.     A-2       AAA/Watch Neg      AAA      
Solstice ABS CBO II Ltd.     C         CC                 CCC-/Watch
Neg
Streeterville ABS CDO Ltd.   A-2       AAA/Watch Neg      AAA      
Streeterville ABS CDO Ltd.   B-1       BBB+/Watch Neg     AA       
Streeterville ABS CDO Ltd.   B-2       BBB+/Watch Neg     AA       
Streeterville ABS CDO Ltd.   C-1       BB+/Watch Neg      A-/Watch Neg
Streeterville ABS CDO Ltd.   C-2       BB+/Watch Neg      A-/Watch Neg
Summer Street 2005-HG1 Ltd.  A-1       AA/Watch Neg       AAA      
Summer Street 2005-HG1 Ltd.  A-2       BBB-/Watch Neg     AA+/Watch Neg
Summer Street 2005-HG1 Ltd.  B         B+/Watch Neg       A+/Watch Neg
Summer Street 2005-HG1 Ltd.  C         CCC-/Watch Neg     BBB+/Watch Neg
Summer Street 2005-HG1 Ltd.  D         CC                 BB+/Watch Neg
Summit RMBS CDO I Ltd.       A-1J      AA+/Watch Neg      AAA      
Summit RMBS CDO I Ltd.       A-2       A+/Watch Neg       AA       
Summit RMBS CDO I Ltd.       A-3F      BBB+/Watch Neg     A        
Summit RMBS CDO I Ltd.       A-3V      BBB+/Watch Neg     A        
Summit RMBS CDO I Ltd.       BF        BBB-/Watch Neg     BBB/Watch Neg
Summit RMBS CDO I Ltd.       BV        BBB-/Watch Neg     BBB/Watch Neg
Summit RMBS CDO I Ltd.       Comb I    BB/Watch Neg       BBB-/Watch Neg
Summit RMBS CDO I Ltd.       Comb II   BBB-/Watch Neg     BBB/Watch Neg
Summit RMBS CDO I Ltd.       Pref Shr  B+/Watch Neg       BB/Watch Neg
Tremonia CDO 2005-1 PLC      A-1       A+/Watch Neg       AAA      
Tremonia CDO 2005-1 PLC      A-2       A-/Watch Neg       AAA      
Tremonia CDO 2005-1 PLC      B         BB-/Watch Neg      AA/Watch Neg
Zenith Funding Ltd.          A-1       B-/Watch Neg       A/Watch Neg  
Zenith Funding Ltd.          A-2       CC                 BB+/Watch Neg
Zenith Funding Ltd.          B         CC                 B+/Watch Neg
Zenith Funding Ltd.          C         CC                 CCC+/Watch Neg
Zenith Funding Ltd.          F         B-/Watch Neg       A/Watch Neg  

                       Other Outstanding Ratings

  Transaction                       Class      Rating
  -----------                       -----      ------
ACA ABS 2007-1 Ltd.                 A1J
CC                          
ACA ABS 2007-1 Ltd.                 A2
CC                          
ACA ABS 2007-1 Ltd.                 A3
CC                          
ACA ABS 2007-1 Ltd.                 B1
CC                          
ACA ABS 2007-1 Ltd.                 B2
CC                          
ACA ABS 2007-1 Ltd.                 B3
CC                          
ACA ABS 2007-1 Ltd.                 C
CC                          
ACA ABS 2007-1 Ltd.                 Rated Eqty
CC                          
Belle Haven ABS CDO Ltd.            A3
CC                          
Belle Haven ABS CDO Ltd.            Com Sec
AAA                         
Belle Haven ABS CDO Ltd.            Sub Nts
CC                          
Cairn Mezz ABS CDO III Limited      D1
CC                          
Cairn Mezz ABS CDO III Limited      D2
CC                          
Cairn Mezz ABS CDO III Limited      D3
CC                          
C-BASS CBO XVII Ltd.                D
CC                          
Clifton I CDO Limited               A-4
CC                          
Clifton I CDO Limited               B
CC                          
Clifton I CDO Limited               C
CC                          
Clifton I CDO Limited               D
CC                          
Coda CDO 2007-1 Ltd.                B-2L
CC                          
Commodore CDO III Ltd.              A-1A
AAA                         
Commodore CDO III Ltd.              A-1B
AAA                         
Commodore CDO III Ltd.              A-1C
AAA                         
Davis Square Funding VII Ltd.       A-3
CC                          
Davis Square Funding VII Ltd.       B
CC                          
Davis Square Funding VII Ltd.       C
CC                          
Davis Square Funding VII Ltd.       D
CC                          
Davis Square Funding VII Ltd.       S          A-/Watch
Neg                
Duke Funding VI Ltd.                BF
CC                          
Duke Funding VI Ltd.                BV
CC                          
Duke Funding VI Ltd.                Comp I Sec
CC                          
Gemstone CDO II Ltd.                A-1
AAA                         
Gemstone CDO II Ltd.                A-2
AAA                         
Gemstone CDO II Ltd.                A-3
AAA                         
Gemstone CDO II Ltd.                C          A/Watch
Neg                 
Independence V CDO Ltd.             A-1
AA                          
Independence V CDO Ltd.             B
CC                          
Independence V CDO Ltd.             C
CC                          
Independence V CDO Ltd.             Ser 1 Pref
CC                          
Independence V CDO Ltd.             Ser 2 Pref
CC                          
Ischus CDO I Ltd.                   A-1
AAA                         
Ischus CDO I Ltd.                   A-2
AAA                         
Istana High Grade ABS CDO I Ltd.    A-4
CC                          
Istana High Grade ABS CDO I Ltd.    B
CC                          
Istana High Grade ABS CDO I Ltd.    C
CC                          
Istana High Grade ABS CDO I Ltd.    D
CC                          
Istana High Grade ABS CDO I Ltd.    E
CC                          
Kleros Real Estate CDO IV Ltd.      C
CC                          
Kleros Real Estate CDO IV Ltd.      D
CC                          
Kleros Real Estate CDO IV Ltd.      E
CC                          
Marathon Structured Finance         A-1
AAA                         
CDO I Ltd.
Marathon Structured Finance         A-1Draw
AAA                         
CDO I Ltd.
Marathon Structured Finance         A-2        AAA/Watch
Neg               
CDO I Ltd.
Montrose Harbor CDO I Ltd.          A-2
CC                          
Montrose Harbor CDO I Ltd.          B-1
CC                          
Montrose Harbor CDO I Ltd.          B-2
CC                          
Montrose Harbor CDO I Ltd.          C
CC                          
Montrose Harbor CDO I Ltd.          D
CC                          
Saturn Ventures II Ltd.             A-1        AAA/A-1
+                    
Sierra Madre Funding Ltd.           C          A-/Watch
Neg                
Sierra Madre Funding Ltd.           D          BBB/Watch
Neg               
Streeterville ABS CDO Ltd.          A-1
AAA                         
Summit RMBS CDO I Ltd.              A-1S       AAA             


* S&P Lowers Ratings on 134 Classes from 12 RMBS Transactions
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 134
classes from 12 residential mortgage-backed securities
transactions backed by U.S. Alternative-A mortgage loan collateral
issued between 2006 and 2007.  The downgraded classes have a
current balance of approximately $5.90 billion.  S&P removed 107
of the lowered ratings from CreditWatch with negative
implications.  In addition, S&P affirmed its ratings on 29 classes
and removed eight of the affirmed ratings from CreditWatch
negative.
     
The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings given its current projected losses, as stated in "S&P
Publishes Revised Projected Losses For '06/'07 U.S. Alt-A Short-
Reset Hybrid, Neg-Am RMBS," published Aug. 20, 2008, on
RatingsDirect.

S&P arrived at its estimated projected losses for the Alt-A RMBS
deals using the analysis outlined in "Standard & Poor's Revised
Default And Loss Curves For U.S. Alt-A RMBS Transactions,"
published Dec. 19, 2007, on RatingsDirect.  The revised loss
assumptions used in this review also include S&P's new loss
severity assumptions, which it outlined in "Criteria: Standard &
Poor's Revises U.S. Subprime, Prime, And Alternative-A RMBS Loss
Assumptions," published on July 30, 2008, on RatingsDirect.
     
As part of S&P's analysis, it considered the characteristics of
the underlying mortgage collateral as well as macroeconomic
influences.  For example, the risk profile of the underlying
mortgage pools influences S&P's default projections, while its
outlook for housing price declines and the health of the housing
market influence its loss severity assumptions.
     
To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
expected ability to withstand additional credit deterioration.  In
order to maintain a rating higher than 'B', a class had to absorb
losses in excess of the base-case assumptions S&P assumed in its
analysis.  For example, a class may have to withstand
approximately 115% of S&P's base-case loss assumptions in order to
maintain a 'BB' rating, while a different class may have to
withstand approximately 125% of its base-case loss assumptions to
maintain a 'BBB' rating.  A class that has an affirmed 'AAA'
rating can likely withstand approximately 150% of its base-case
loss assumptions under its analysis, subject to individual caps
and qualitative factors assumed on specific transactions.
     
S&P also took into account the pay structure of each transaction
and only stressed classes with losses that would occur while they
remained outstanding.  Additionally, S&P only gave excess interest
credit for the amount of time the classes would be outstanding.  
For example, if S&P projected a class to pay down in 15 months,
then it only applied 15 months of losses to that class.  
Additionally, in such a case S&P assumed 15 months of excess
spread if the class was structured with excess spread as credit
enhancement.
     
In the coming weeks, Standard & Poor's will continue to analyze
the remaining transactions affected by S&P's revised loss
expectations.  S&P will analyze deals in order of performance,
looking at worse-performing deals first.

                         Rating Actions

CHL Mortgage Pass-Through Trust 2007-HYB1
Series     2007-HYB1

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      22239EAA4     AA             AAA
1-A-2      22239EAB2     B              AAA/Watch Neg
2-A-1      22239EAD8     AA             AAA
3-A-1      22239EAG1     AA             AAA
2-3-A2     22239EAY2     B              AAA/Watch Neg
4-A-1      22239EAK2     AA             AAA
4-A-2      22239EAL0     B              AAA/Watch Neg
5-A-1      22239EAV8     AA             AAA
5-A-2      22239EAW6     B              AAA/Watch Neg
5-A-IO     22239EAX4     AAA            AAA/Watch Neg
M          22239EAN6     CCC            A/Watch Neg
B-1        22239EAP1     CCC            B/Watch Neg
B-2        22239EAQ9     CC             CCC
B-4        22239EAS5     D              CC

Deutsche Alt-A Securities Inc Mortgage Loan Trust Series 2006-AF1

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-4        251510NC3     AAA            AAA/Watch Neg
A-5        251510ND1     A              AAA/Watch Neg
M-1        251510NE9     BB             AAA/Watch Neg
M-2        251510NF6     B              AA+/Watch Neg
M-3        251510NG4     B-             AA+/Watch Neg
M-4        251510NH2     CCC            A/Watch Neg
M-5        251510NJ8     CCC            BBB/Watch Neg
M-6        251510NK5     CCC            BB/Watch Neg
M-7        251510NL3     CCC            B/Watch Neg
M-8        251510NM1     CC             B/Watch Neg
M-9        251510NN9     CC             CCC
M-10       251510NP4     D              CCC

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-AR3

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-M-1      25150VAE6     CCC            BBB+/Watch Neg
I-M-2      25150VAF3     CCC            BBB-/Watch Neg
I-M-3      25150VAG1     CCC            BB+/Watch Neg
I-M-4      25150VBB1     CC             B-/Watch Neg
II-A-1     25150VAH9     AA+            AAA
II-A-3     25150VAK2     AA             AAA
II-A-4     25150VAL0     AA             AAA
II-A-6     25150VAN6     AA             AAA
II-A-7     25150VAP1     BBB            AAA
II-M-1     25150VAQ9     B              AA+/Watch Neg
II-M-2     25150VAR7     CCC            AA+/Watch Neg
II-M-3     25150VAS5     CCC            AA+/Watch Neg
II-M-4     25150VAT3     CCC            AA/Watch Neg
II-M-5     25150VAU0     CCC            BB/Watch Neg
II-M-6     25150VAV8     CCC            B/Watch Neg
II-M-7     25150VAW6     CC             CCC

Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series
2006-AR2

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1-1      251508AA5     AA             AAA
A-1-2      251508AB3     AA             AAA
A-2        251508AC1     BBB            AAA/Watch Neg
M-1        251508AD9     BB             AA+/Watch Neg
M-2        251508AE7     B+             AA+/Watch Neg
M-3        251508AF4     B              AA+/Watch Neg
M-4        251508AG2     CCC            BBB/Watch Neg
M-5        251508AH0     CCC            BB/Watch Neg
M-6        251508AJ6     CCC            B/Watch Neg
M-8        251508AL1     CC             CCC

GSAA Home Equity Trust 2006-1
Series 2006-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        362341Z28     AAA            AAA/Watch Neg
A-2        362341Z36     BBB            AAA/Watch Neg
A-4        3623412X6     BB             AAA/Watch Neg
M-1        362341Z51     B              AA+/Watch Neg
M-2        362341Z69     B-             AA+/Watch Neg
M-3        362341Z77     CCC            AA/Watch Neg
M-4        362341Z85     CCC            AA-/Watch Neg
M-5        362341Z93     CC             A+/Watch Neg
B-1        3623412A6     CC             B/Watch Neg
B-2        3623412B4     CC             CCC

GSAA Home Equity Trust 2006-11
Series 2006-11
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1A1        362367AA2     BB             AAA/Watch Neg
2A1        362367AB0     AAA            AAA/Watch Neg
2A2        362367AC8     BBB            AAA/Watch Neg
2A3-A      362367AD6     AAA            AAA/Watch Neg
2A3-B      362367AE4     BB             AAA/Watch Neg
M-1        362367AF1     B              AA+/Watch Neg
M-2        362367AG9     CCC            AA/Watch Neg
M-3        362367AH7     CCC            AA-/Watch Neg
M-4        362367AJ3     CCC            A/Watch Neg
M-5        362367AK0     CC             A-/Watch Neg
B-1        362367AL8     CC             BBB/Watch Neg
B-2        362367AM6     CC             BB-/Watch Neg
B-3        36298HAA5     CC             CCC

GSAA Home Equity Trust 2006-14
Series 2006-14
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        36298YAA8     BBB            AAA/Watch Neg
A-2        36298YAB6     BB             AAA/Watch Neg
A-3-B      36298YAD2     BB             AAA/Watch Neg
M-1        36298YAE0     B              AA+/Watch Neg
M-2        36298YAF7     CCC            AA/Watch Neg
M-3        36298YAG5     CCC            A+/Watch Neg
M-4        36298YAH3     CC             A/Watch Neg
B-1        36298YAJ9     CC             BBB/Watch Neg
B-2        36298YAN0     CC             B/Watch Neg

GSAA Home Equity Trust 2006-3
Series 2006-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        362334BQ6     AAA            AAA/Watch Neg
A-2        362334BR4     BBB            AAA/Watch Neg
A-4        362334BT0     BB             AAA/Watch Neg
M-1        362334BU7     B              AA+/Watch Neg
M-2        362334BV5     B-             AA/Watch Neg
M-3        362334BW3     CCC            AA-/Watch Neg
M-4        362334BX1     CCC            A/Watch Neg
M-5        362334BY9     CCC            A-/Watch Neg
B-1        362334BZ6     CC             BBB+/Watch Neg
B-2        362334CA0     CC             BBB-/Watch Neg
B-3        362334CB8     CC             B+/Watch Neg
B-4        362334CE2     CC             CCC

GSAA Home Equity Trust 2006-5
Series 2006-5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1A1        362334GQ1     BB             AAA/Watch Neg
2A1        362334GR9     AAA            AAA/Watch Neg
2A2        362334GS7     A              AAA/Watch Neg
2A4        362334JB1     BB             AAA/Watch Neg
M-1        362334GU2     CCC            AA+/Watch Neg
M-2        362334GV0     CCC            AA/Watch Neg
M-3        362334GW8     CCC            AA-/Watch Neg
M-4        362334GX6     CCC            A/Watch Neg
M-5        362334GY4     CC             A-/Watch Neg
B-1        362334GZ1     CC             BBB/Watch Neg
B-2        362334HA5     CC             BB-/Watch Neg
B-3        362334HD9     D              CCC

GSAA Home Equity Trust 2006-9
Series 2006-9
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        362382AD5     AAA            AAA/Watch Neg
A-2        362382AE3     A              AAA/Watch Neg
A-3        362382AF0     BBB            AAA/Watch Neg
A-4-B      362382AH6     BB             AAA/Watch Neg
M-1        362382AJ2     B              AA+/Watch Neg
M-2        362382AK9     CCC            AA+/Watch Neg
M-3        362382AL7     CCC            AA-/Watch Neg
M-4        362382AM5     CCC            BBB+/Watch Neg
M-5        362382AN3     CC             BB/Watch Neg
B-1        362382AP8     CC             B/Watch Neg
B-2        362382AQ6     CC             B/Watch Neg
B-3        362382AA1     D              CCC

GSAA Home Equity Trust 2007-1
Series 2007-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1A1        3622EQAA3     BBB            AAA/Watch Neg
1A2        3622EQAB1     BB             AAA/Watch Neg
2A1B       3622EQAD7     BB             AAA/Watch Neg
A4B        3622EQAF2     BB             AAA/Watch Neg
M1         3622EQAG0     B              AA+/Watch Neg
M2         3622EQAH8     CCC            AA/Watch Neg
M3         3622EQAJ4     CCC            BBB/Watch Neg
M4         3622EQAK1     CCC            BB+/Watch Neg
M5         3622EQAL9     CCC            BB/Watch Neg
M6         3622EQAM7     CCC            B/Watch Neg
B1         3622EQAN5     CC             CCC

GSC Capital Corp. Mortgage Trust 2006-2
Series 2006-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        362480AD7     AA             AAA/Watch Neg
A-2        362480AE5     BB-            AAA/Watch Neg
M-1        362480AF2     B              AA+/Watch Neg
M-2        362480AG0     B-             AA/Watch Neg
M-3        362480AH8     CCC            BBB/Watch Neg
M-4        362480AJ4     CCC            BBB/Watch Neg
M-5        362480AK1     CCC            BB/Watch Neg
M-6        362480AL9     CC             B/Watch Neg
M-7        362480AM7     CC             CCC
M-8        362480AN5     D              CCC
B-1        362480AA3     D              CCC

                         Ratings Affirmed

CHL Mortgage Pass-Through Trust 2007-HYB1
Series 2007-HYB1

Class      CUSIP         Rating
-----      -----         ------
1-A-IO     22239EAC0     AAA
2-A-IO     22239EAF3     AAA
3-A-IO     22239EAJ5     AAA
4-A-IO     22239EAM8     AAA

Deutsche Alt-A Securities Inc Mortgage Loan Trust Series 2006-AF1
Series 2006-AF1

Class      CUSIP         Rating
-----      -----         ------
A-1        251510MZ3     AAA
A-2        251510NA7     AAA
A-3        251510NB5     AAA

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-AR3
Series 2007-AR3

Class      CUSIP         Rating
-----      -----         ------
I-A-1      25150VAA4     AA
I-A-2      25150VAB2     AA
I-A-3      25150VAC0     AA
I-A-4      25150VAD8     AA
II-A-2A    25150VAZ9     AAA
II-A-2B    25150VBA3     AAA
II-A-5     25150VAM8     AAA

GSAA Home Equity Trust 2006-1
Series 2006-1

Class      CUSIP         Rating
-----      -----         ------
A-3        362341Z44     AAA

GSAA Home Equity Trust 2006-14
Series 2006-14

Class      CUSIP         Rating
-----      -----         ------
A-3-A      36298YAC4     AAA

GSAA Home Equity Trust 2006-3
Series 2006-3

Class      CUSIP         Rating
-----      -----         ------
A-3        362334BS2     AAA

GSAA Home Equity Trust 2006-5
Series 2006-5

Class      CUSIP         Rating
-----      -----         ------
2A3        362334GT5     AAA

GSAA Home Equity Trust 2006-9
Series 2006-9

Class      CUSIP         Rating
-----      -----         ------
A-4-A      362382AG8     AAA

GSAA Home Equity Trust 2007-1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
2A1A       3622EQAC9     AAA
A4A        3622EQAE5     AAA


* S&P Cuts Ratings on 22 Classes from Six RMBS Transactions
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 22
classes from six residential mortgage-backed securities
transactions backed by U.S. prime jumbo mortgage loan collateral
issued in the second half of 2006.  In addition, S&P affirmed its
ratings on 122 classes from these transactions as well as 286
classes from 24 other U.S. prime jumbo transactions.
     
The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given its current projected losses.  S&P used the 1999
prime jumbo vintage as its benchmark default curve to forecast the
performance of the 2006 vintage.  The 1999 vintage experienced the
most stress of any issuance year over the past 10 years in terms
of foreclosures.  S&P expects the losses in 2006 to significantly
exceed those experienced in 1999; however, in S&P's opinion, the
timing of the losses, and therefore the shape of the loss curve,
is more likely to be similar to that of 1999 than to any
subsequent year.
     
S&P calculated individual transaction projections by multiplying
the current foreclosure amount (adjusted by delinquencies, as
described in the following sentence) by the rate of change that
the foreclosure curve forecasted for the upcoming periods.  In
addition, S&P assumed that 100% of the 90-plus-day delinquent
loans and 50% of the 60-day delinquent loans would be in
foreclosure within five months and added this amount to the
current foreclosure amount for transactions for which this form of
analysis provided a forecast more consistent with the current
delinquency performance trends.  Due to current market conditions,
S&P is assuming that it will take approximately 18 months to
liquidate loans in foreclosure and approximately eight months to
liquidate loans categorized as real estate owned.  S&P is now
assuming a loss severity of 30% for U.S. prime jumbo RMBS
transactions issued in 2006.
     
Additionally, S&P assumed that the loans that are currently REO
will be liquidated over the next eight months, and then S&P added
the projected loss amounts from the REO liquidations to the
projected losses from foreclosures.  S&P estimated the lifetime
projected losses by adding these projected losses to the actual
losses that the transactions have experienced to date.
     
S&P's lifetime projected losses, as a percentage of the original
pool balances, for these 30 U.S. RMBS transactions backed by prime
jumbo collateral issued in 2006 are:

Issuer          Series      Structure group  Projected loss (%)
------          ------      ---------------  ------------------
BofA            2006-5                  one         0.61
BofA            2006-6                  one         0.89
Chase           2006-S2                 one         1.14
CHL             2006-16                 one         0.91
CHL             2006-17                 one         0.59
CHL             2006-18                 one         0.80
CHL             2006-19                 one         0.70
CHL             2006-21                 one         0.95
Citicorp        2006-4                  one         0.29
Citicorp        2006-5                  one         0.39
Citicorp        2006-6                  one         0.19
First Horizon   2006-3                  one         0.41
First Horizon   2006-AR3                one         0.67
GSR             2006-10F                one         1.15
MASTER          2006-3                  one         0.74
Merrill Lynch   2006-3                  one         0.18
RFMSI           2006-S8                 one         1.03
RFMSI           2006-S10                I           0.87
RFMSI           2006-S10                II          0.18
RFMSI           2006-S12                II          0.82
RFMSI           2006-S12                III         0.66
Thornburg       2006-4                  one         0.38
Thornburg       2006-5                  one         0.36
Thornburg       2006-6                  one         0.66
WaMu            2006-AR8                1           1.16
WaMu            2006-AR8                L           0.95
Wells Fargo     2006-9                  one         0.59
Wells Fargo     2006-10                 one         0.35
Wells Fargo     2006-13                 one         0.54
Wells Fargo     2006-16                 one         0.22
Wells Fargo     2006-AR11               one         1.02
Wells Fargo     2006-AR13               one         1.12
Wells Fargo     2006-AR17               one         1.26

To maintain a rating higher than 'B', a class had to absorb losses
in excess of the base case assumption S&P used in its analysis.
For example, one prime jumbo class may have to withstand 150% of
S&P's projected loss assumption in order to maintain a 'BB'
rating, while a different class may have to withstand losses of
approximately 200% of its base case loss assumption to maintain a
'BBB' rating.  Each class that has an affirmed 'AAA' rating can
generally withstand approximately 350% of S&P's projected loss
assumptions under its analysis.
     
The rating affirmations reflect actual and projected credit
enhancement percentages that S&P believes are sufficient to
support the current ratings.

Subordination provides credit support for the affected
transactions.  The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. prime jumbo mortgage loans
secured primarily by first liens on one- to four-family
residential properties.
     
                         Ratings Lowered

Banc of America Funding 2006-5 Trust
Series 2006-5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-5        05950NCE6     CCC            B

Banc of America Funding Trust 2006-6
Series 2006-6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M          05950RBM0     A              AA
B-5        05950RBS7     CCC            B

MASTR Asset Securitization Trust 2006-3
Series 2006-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        55274SAZ4     A-             AA-
B-2        55274SBA8     BB             BBB
B-3        55274SBF7     B              BB

Thornburg Mortgage Securities Trust 2006-4
Series 2006-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-4        88522AAK7     B              BB
B-5        88522AAL5     CCC            B

Thornburg Mortgage Securities Trust 2006-6
Series 2006-6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        88522NAF0     BBB            A
B-3        88522NAG8     BB             BBB
B-4        88522NAH6     CCC            B
B-5        88522NAJ2     CC             CCC

WaMu Mortgage Pass-Through Certificates Series 2006-AR8 Trust
Series 2006-AR8
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-B-1      93362FAN3     BBB            AA
1-B-2      93362FAP8     BB             A
1-B-3      93362FAQ6     B              BBB
1-B-4      93362FAV5     CCC            B
1-B-5      93362FAW3     CC             CCC
L-B-1      93362FAR4     BBB            AA
L-B-2      93362FAS2     BB             A
L-B-3      93362FAT0     B              BBB
L-B-4      93362FAY9     CCC            B
L-B-5      93362FAZ6     CC             CCC

                         Ratings Affirmed

Banc of America Funding 2006-5 Trust
Series 2006-5

Class      CUSIP         Rating
-----      -----         ------
1-A-1      05950NAA6     AAA
1-A-2      05950NAB4     AAA
1-A-3      05950NAC2     AAA
1-A-4      05950NAD0     AAA
1-A-5      05950NAE8     AAA
1-A-6      05950NAF5     AAA
1-A-7      05950NAG3     AAA
1-A-8      05950NAH1     AAA
1-A-9      05950NAJ7     AAA
1-A-10     05950NAK4     AAA
1-A-11     05950NAL2     AAA
1-A-12     05950NAM0     AAA
1-A-13     05950NAN8     AAA
1-A-14     05950NAP3     AAA
2-A-1      05950NAR9     AAA
2-A-2      05950NAS7     AAA
2-A-3      05950NAT5     AAA
2-A-4      05950NAU2     AAA
2-A-5      05950NAV0     AAA
2-A-6      05950NAW8     AAA
2-A-7      05950NAX6     AAA
2-A-8      05950NAY4     AAA
2-A-9      05950NAZ1     AAA
2-A-10     05950NBA5     AAA
2-A-11     05950NBB3     AAA
2-A-12     05950NBC1     AAA
2-A-13     05950NBD9     AAA
3-A-1      05950NBE7     AAA
3-A-2      05950NBF4     AAA
3-A-3      05950NBG2     AAA
3-A-4      05950NBH0     AAA
4-A-1      05950NBJ6     AAA
4-A-2      05950NBK3     AAA
4-A-3      05950NBL1     AAA
4-A-4      05950NBM9     AAA
4-A-5      05950NBN7     AAA
4-A-6      05950NBP2     AAA
4-A-7      05950NBQ0     AAA
4-A-8      05950NBR8     AAA
30-IO      05950NBS6     AAA
30-PO      05950NBT4     AAA

Banc of America Funding Trust 2006-6
Series 2006-6

Class      CUSIP         Rating
-----      -----         ------
1-A-1      05950RAA7     AAA
1-A-2      05950RAB5     AAA
1-A-3      05950RAC3     AAA
1-A-4      05950RAD1     AAA
1-A-5      05950RAE9     AAA
1-A-6      05950RAF6     AAA
1-A-7      05950RAG4     AAA
1-A-8      05950RAH2     AAA
1-A-9      05950RAJ8     AAA
1-A-10     05950RAK5     AAA
1-A-11     05950RAL3     AAA
1-A-12     05950RAM1     AAA
1-A-13     05950RAN9     AAA
1-A-14     05950RAP4     AAA
1-A-15     05950RAQ2     AAA
1-A-16     05950RAR0     AAA
1-A-17     05950RAS8     AAA
1-A-18     05950RAT6     AAA
1-A-19     05950RAU3     AAA
1-A-20     05950RAV1     AAA
1-A-21     05950RAW9     AAA
1-A-22     05950RAX7     AAA
1-A-23     05950RAY5     AAA
1-A-24     05950RAZ2     AAA
2-A-1      05950RBB4     AAA
2-A-2      05950RBC2     AAA
2-A-3      05950RBD0     AAA
2-A-4      05950RBE8     AAA
3-A-1      05950RBF5     AAA
3-A-2      05950RBG3     AAA
3-A-3      05950RBH1     AAA
3-A-4      05950RBJ7     AAA
3O-IO      05950RBK4     AAA
3O-PO      05950RBL2     AAA

Chase Mortgage Finance Trust Series 2006-S2
Series 2006-S2

Class      CUSIP         Rating
-----      -----         ------
1-A1       16163BAA2     AAA
1-A2       16163BAB0     AAA
1-A3       16163BAC8     AAA
1-A4       16163BAD6     AAA
1-A5       16163BAE4     AAA
1-A6       16163BAF1     AAA
1-A7       16163BAG9     AAA
1-A8       16163BAH7     AAA
1-A9       16163BAJ3     AAA
1-A10      16163BAK0     AAA
1-A11      16163BAL8     AAA
1-A12      16163BAM6     AAA
1-A13      16163BAN4     AAA
1-A14      16163BAP9     AAA
1-A15      16163BAQ7     AAA
1-A16      16163BAR5     AAA
1-A17      16163BAS3     AAA
1-A18      16163BAT1     AAA
1-A19      16163BAU8     AAA
1-AX       16163BAV6     AAA
2-A1       16163BAW4     AAA
2-A2       16163BAX2     AAA
2-A3       16163BAY0     AAA
2-A4       16163BAZ7     AAA
2-A5       16163BBA1     AAA
2-A6       16163BBB9     AAA
2-A7       16163BBC7     AAA
2-A8       16163BBD5     AAA
2-AX       16163BBF0     AAA
A-P        16163BBG8     AAA
A-R        16163BBH6     AAA
A-M        16163BBN3     AA

CHL Mortgage Pass-Through Trust 2006-16
Series 2006-16

Class      CUSIP         Rating
-----      -----         ------
1-A-1      170257AA7     AAA
1-X        170257AB5     AAA
2-A-1      170257AC3     AAA
2-X        170257AD1     AAA
3-A-1      170257AE9     AAA
3-A-2      170257AF6     AAA
3-A-3      170257AG4     AAA
3-A-4      170257AH2     AAA
3-A-5      170257AJ8     AAA
3-A-6      170257AK5     AAA
3-A-7      170257AV1     AAA
3-X        170257AL3     AAA
PO         170257AM1     AAA
M-1        170257AP4     AA

CHL Mortgage Pass-Through Trust 2006-17
Series 2006-17

Class      CUSIP         Rating
-----      -----         ------
A-1        17025AAA0     AAA
A-2        17025AAB8     AAA
A-3        17025AAC6     AAA
A-4        17025AAD4     AAA
A-5        17025AAE2     AAA
A-6        17025AAF9     AAA
A-7        17025AAG7     AAA
A-8        17025AAH5     AAA
A-10       17025AAK8     AAA
A-11       17025AAL6     AAA
X          17025AAN2     AAA
PO         17025AAP7     AAA
A-R        17025AAM4     AAA

CHL Mortgage Pass-Through Trust 2006-18
Series 2006-18

Class      CUSIP         Rating
-----      -----         ------
1-A-1      12543WAA6     AAA
1-X        12543WAB4     AAA
2-A-1      12543WAC2     AAA
2-A-2      12543WAD0     AAA
2-A-3      12543WAE8     AAA
2-A-4      12543WAF5     AAA
2-A-5      12543WAG3     AAA
2-A-6      12543WAH1     AAA
2-A-7      12543WAJ7     AAA
2-X        12543WAL2     AAA
PO         12543WAM0     AAA

CHL Mortgage Pass-Through Trust 2006-19
Series 2006-19

Class      CUSIP         Rating
-----      -----         ------
1-A-1      12543XAA4     AAA
1-A-4      12543XAD8     AAA

CHL Mortgage Pass-Through Trust 2006-21
Series 2006-21

Class      CUSIP         Rating
-----      -----         ------
A-1        12543PAA1     AAA
A-2        12543PAB9     AAA
A-3        12543PAC7     AAA
A-4        12543PAD5     AAA
A-5        12543PAE3     AAA
A-6        12543PAF0     AAA
A-7        12543PAG8     AAA
A-8        12543PAH6     AAA
A-9        12543PAJ2     AAA
A-10       12543PAK9     AAA
A-11       12543PAL7     AAA
A-12       12543PAM5     AAA
A-13       12543PAN3     AAA
A-14       12543PAP8     AAA
A-15       12543PAQ6     AAA
A-16       12543PAR4     AAA
A-17       12543PAS2     AAA
A-18       12543PAT0     AAA
A-19       12543PAU7     AAA
X          12543PAV5     AAA
PO         12543PAW3     AAA

Citicorp Mortgage Securities Trust Series 2006-4
Series 2006-4

Class      CUSIP         Rating
-----      -----         ------
IA-4       17310DAD2     AAA
IA-5       17310DAE0     AAA
IA-9       17310DAJ9     AAA

Citicorp Mortgage Securities Trust Series 2006-5
Series 2006-5

Class      CUSIP         Rating
-----      -----         ------
IA-4       17310FAD7     AAA
IA-14      17310FAP0     AA+

Citicorp Mortgage Securities Trust Series 2006-6
Series 2006-6

Class      CUSIP         Rating
-----      -----         ------
A-4        173100AD0     AAA
A-6        173100AF5     AAA

First Horizon Mortgage Pass Through Trust 2006-3
Series 2006-3

Class      CUSIP         Rating
-----      -----         ------
I-A-1      32052RAA8     AAA
I-A-2      32052RAB6     AAA
I-A-3      32052RAC4     AAA
I-A-4      32052RAD2     AAA
I-A-5      32052RAE0     AAA
I-A-6      32052RAF7     AAA
I-A-7      32052RAG5     AAA
I-A-8      32052RAH3     AAA
I-A-9      32052RAJ9     AAA
I-A-10     32052RAK6     AAA
I-A-11     32052RAL4     AAA
I-A-12     32052RAM2     AAA
I-A-13     32052RAN0     AAA
I-A-14     32052RAP5     AAA
I-A-15     32052RAQ3     AAA
I-A-17     32052RAS9     AAA
I-A-PO     32052RAT7     AAA
II-A-1     32052RAV2     AAA
II-A-PO    32052RAW0     AAA

First Horizon Mortgage Pass-Through Trust 2006-AR3
Series 2006-AR3

Class      CUSIP         Rating
-----      -----         ------
I-A-1      32052EAA7     AAA
I-A-2      32052EAB5     AAA
I-A-IO     32052EAC3     AAA
II-A-1     32052EAE9     AAA
III-A-1    32052EAF6     AAA

GSR Mortgage Loan Trust 2006-10F
Series 2006-10F

Class      CUSIP         Rating
-----      -----         ------
1A-1       36266WAC6     AAA
2A-1       36266WAB8     AAA
3A-1       36266WAA0     AAA
4A-1       36266WAD4     AAA
4A-2       36266WAE2     AAA
4A-3       36266WAF9     AAA
5A-1       36266WAG7     AAA
6A-1       36266WAH5     AAA
A-X        36266WAJ1     AAA

MASTR Asset Securitization Trust 2006-3
Series 2006-3

Class      CUSIP         Rating
-----      -----         ------
1-A-1      55274SAA9     AAA
1-A-2      55274SAB7     AAA
1-A-3      55274SAC5     AAA
1-A-4      55274SAD3     AAA
1-A-5      55274SAE1     AAA
1-A-6      55274SAF8     AAA
1-A-7      55274SAG6     AAA
1-A-8      55274SAH4     AAA
1-A-9      55274SAJ0     AAA
1-A-10     55274SAK7     AAA
1-A-11     55274SAL5     AAA
2-A-1      55274SAM3     AAA
2-A-2      55274SAN1     AAA
2-A-3      55274SAP6     AAA
2-A-4      55274SAQ4     AAA
2-A-5      55274SAR2     AAA
3-A-1      55274SAS0     AAA
15-PO      55274SAV3     AAA
30-PO      55274SAW1     AAA
15-AX      55274SAX9     AAA
30-AX      55274SAY7     AAA
B-4        55274SBB6     CCC
B-5        55274SBC4     CC

Merrill Lynch Mortgage Investors Trust Series 2006-3
Series 2006-3

Class      CUSIP         Rating
-----      -----         ------
I-A        59023PAA1     AAA
II-A-1     59023PAB9     AAA
II-A-2     59023PAC7     AAA
M-1        59023PAD5     AA
M-2        59023PAE3     A
M-3        59023PAF0     BBB
B1         59023PAH6     BB
B2         59023PAJ2     B

RFMSI Series 2006-S8 Trust
Series 2006-S8

Class      CUSIP         Rating
-----      -----         ------
A-1        74957XAA3     AAA
A-2        74957XAB1     AAA
A-3        74957XAC9     AAA
A-4        74957XAD7     AAA
A-5        74957XAE5     AAA
A-6        74957XAF2     AAA
A-7        74957XAG0     AAA
A-8        74957XAH8     AAA
A-9        74957XAJ4     AAA
A-10       74957XAK1     AAA
A-11       74957XAL9     AAA
A-12       74957XAM7     AAA
A-13       74957XAN5     AAA
A-14       74957XAP0     AAA
A-15       74957XAQ8     AAA
A-16       74957XAR6     AAA
A-P        74957XAV7     AAA
A-V        74957XAW5     AAA

RFMSI Series 2006-S10 Trust
Series 2006-S10

Class      CUSIP         Rating
-----      -----         ------
I-A-1      74958DAA6     AAA
l-A-2      74958DAB4     AAA
i-A-3      74958DAC2     AAA
l-A-4      74958DAD0     AAA
l-A-5      74958DAE8     AAA
l-A-6      74958DAF5     AAA
l-A-7      74958DAG3     AAA
l-A-P      74958DAJ7     AAA
l-A-V      74958DAK4     AAA
ll-A-1     74958DAH1     AAA
ll-A-P     74958DAL2     AAA
ll-A-V     74958DAM0     AAA

RFMSI Series 2006-S12 Trust
Series 2006-S12

Class      CUSIP         Rating
-----      -----         ------
II-A-1     74958EAB2     AAA
II-A-2     74958EAC0     AAA
II-A-3     74958EAD8     AAA
II-A-4     74958EAE6     AAA
II-A-5     74958EAF3     AAA
II-A-6     74958EAG1     AAA
II-A-7     74958EAH9     AAA
II-A-P     74958EAW6     AAA
II-A-V     74958EAX4     AAA
III-A-1    74958EAJ5     AAA
III-A-2    74958EAK2     AAA
III-A-3    74958EAL0     AAA
III-A-4    74958EAM8     AAA
III-A-5    74958EAN6     AAA
III-A-6    74958EAP1     AAA
III-A-7    74958EAQ9     AAA
III-A-8    74958EAR7     AAA
III-A-9    74958EAS5     AAA
III-A-10   74958EAT3     AAA
III-A-P    74958EAY2     AAA
III-A-V    74958EAZ9     AAA

Thornburg Mortgage Securities Trust 2006-4
Series 2006-4

Class      CUSIP         Rating
-----      -----         ------
A-1        88522AAA9     AAA
A-2A       88522AAB7     AAA
A-2B       88522AAC5     AAA
A-2C       88522AAD3     AAA
A-X        88522AAE1     AAA
B-1        88522AAG6     AA
B-2        88522AAH4     A
B-3        88522AAJ0     BBB

Thornburg Mortgage Securities Trust 2006-5
Series 2006-5

Class      CUSIP         Rating
-----      -----         ------
A-1        88522RAA2     AAA
A-2        88522RAB0     AAA
A-X        88522RAC8     AAA

Thornburg Mortgage Securities Trust 2006-6
Series 2006-6

Class      CUSIP         Rating
-----      -----         ------
A-1        88522NAA1     AAA
A-2        88522NAB9     AAA
A-X        88522NAC7     AAA
B-1        88522NAE3     AA

WaMu Mortgage Pass-Through Certificates Series 2006-AR8 Trust
Series 2006-AR8

Class      CUSIP         Rating
-----      -----         ------
1-A1       93362FAA1     AAA
1-A2       93362FAB9     AAA
1-A3       93362FAC7     AAA
1-A4       93362FAD5     AAA
1-A5       93362FAE3     AAA
2-A1       93362FAF0     AAA
2-A2       93362FAG8     AAA
2-A3       93362FAH6     AAA
3-A1       93362FAJ2     AAA
3-A2       93362FAK9     AAA
3-A3       93362FAL7     AAA
3-A4       93362FAM5     AAA

Wells Fargo Mortgage Backed Securities 2006-9 Trust
Series 2006-9

Class      CUSIP         Rating
-----      -----         ------
I-A-1      94980SAA3     AAA
I-A-2      94980SAB1     AAA
I-A-3      94980SAC9     AAA
I-A-4      94980SAD7     AAA
I-A-5      94980SAE5     AAA
I-A-6      94980SAF2     AAA
I-A-7      94980SAG0     AAA
I-A-8      94980SAH8     AAA
I-A-9      94980SAJ4     AAA
I-A-10     94980SAK1     AAA
I-A-11     94980SAL9     AAA
I-A-12     94980SAM7     AAA
I-A-13     94980SAN5     AAA
I-A-14     94980SAP0     AAA
I-A-15     94980SAQ8     AAA
I-A-16     94980SAR6     AAA
I-A-17     94980SAS4     AAA
I-A-18     94980SAT2     AAA
I-A-19     94980SAU9     AAA
I-A-20     94980SAV7     AAA
I-A-21     94980SAW5     AAA
I-A-22     94980SAX3     AAA
I-A-24     94980SAZ8     AAA
I-A-25     94980SBA2     AAA
I-A-26     94980SBB0     AAA
I-A-27     94980SBC8     AAA
I-A-28     94980SBD6     AAA
I-A-29     94980SBE4     AAA
I-A-30     94980SBF1     AAA
I-A-31     94980SBG9     AAA
I-A-32     94980SBH7     AAA
I-A-33     94980SBJ3     AAA
I-A-34     94980SBK0     AAA
I-A-35     94980SBL8     AAA
II-A-1     94980SBN4     AAA
II-A-2     94980SBP9     AAA
A-PO       94980SBQ7     AAA
B-1        94980SBR5     AA

Wells Fargo Mortgage Backed Securities 2006-10 Trust
Series 2006-10

Class      CUSIP         Rating
-----      -----         ------
A-14       94984EAP7     AAA

Wells Fargo Mortgage Backed Securities 2006-13 Trust
Series 2006-13

Class      CUSIP         Rating
-----      -----         ------
A-1        94984JAA9     AAA
A-2        94984JAB7     AAA
A-3        94984JAC5     AAA
A-4        94984JAD3     AAA
A-5        94984JAE1     AAA
A-6        94984JAF8     AAA
A-7        94984JAG6     AAA
A-8        94984JAH4     AAA
A-9        94984JAJ0     AAA
A-10       94984JAK7     AAA
A-11       94984JAL5     AAA
A-12       94984JAM3     AAA
A-PO       94984JAN1     AAA

Wells Fargo Mortgage Backed Securities 2006-16 Trust
Series 2006-16

Class      CUSIP         Rating
-----      -----         ------
A-1        94984YAA6     AAA
A-2        94984YAB4     AAA
A-3        94984YAC2     AAA
A-4        94984YAD0     AAA
A-5        94984YAE8     AAA
A-6        94984YAF5     AAA
A-7        94984YAG3     AAA
A-8        94984YAH1     AAA
A-9        94984YAJ7     AAA
A-10       94984YAK4     AAA
A-11       94984YAL2     AAA
A-12       94984YAM0     AAA
A-13       94984YAN8     AAA
A-14       94984YAP3     AAA
A-15       94984YAQ1     AAA
A-16       94984YAR9     AAA
A-17       94984YAS7     AAA
A-18       94984YAT5     AAA
A-19       94984YAU2     AAA
A-PO       94984YAV0     AAA

Wells Fargo Mortgage Backed Securities 2006-AR11 Trust
Series 2006-AR11

Class      CUSIP         Rating
-----      -----         ------
A-1        94984CAA4     AAA
A-2        94984CAB2     AAA
A-3        94984CAC0     AAA
A-4        94984CAD8     AAA
A-5        94984CAE6     AAA
A-6        94984CAF3     AAA
A-7        94984CAG1     AAA
A-8        94984CAH9     AAA
A-IO       94984CAJ5     AAA

Wells Fargo Mortgage Backed Securities 2006-AR13 Trust
Series 2006-AR13

Class      CUSIP         Rating
-----      -----         ------
A-1        94984DAA2     AAA
A-2        94984DAB0     AAA
A-3        94984DAC8     AAA
A-4        94984DAD6     AAA
A-5        94984DAE4     AAA

Wells Fargo Mortgage Backed Securities 2006-AR17 Trust
Series 2006-AR17

Class      CUSIP         Rating
-----      -----         ------
A-1        94984LAA4     AAA
A-2        94984LAB2     AAA
A-3        94984LAC0     AAA
A-4        94984LAD8     AAA
A-IO       94984LAE6     AAA


* S&P Cuts Ratings on 69 Tranches from 18 Cash Flow & Hybrid CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 69
tranches from 18 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 28 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P placed 10 additional ratings from three transactions on
CreditWatch negative.  The ratings on 41 of the downgraded
tranches remain on CreditWatch with negative implications,
indicating a significant likelihood of further downgrades.  The
CreditWatch placements primarily affect transactions for which a
significant portion of the collateral assets currently have
ratings on CreditWatch negative or have significant exposure to
assets rated in the 'CCC' category.

The 69 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $11.404 billion.  Nine of the 18 affected
transactions are mezzanine structured finance CDOs of asset-backed
securities, which are collateralized in large part by mezzanine
tranches of residential mortgage-backed securities and other SF
securities.  Seven of the 18 transactions are high-grade SF CDOs
of ABS, which were collateralized at origination primarily by
'AAA' through 'A' rated tranches of RMBS and other SF securities.   

The other two transactions are CDOs of CDOs that were
collateralized at origination primarily by notes from other CDOs,
as well as by tranches from RMBS and other SF transactions.  The  
CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
     
In addition, S&P reviewed the ratings assigned to Birch Real
Estate CDO I Ltd. and Lakeside CDO I Ltd. Based on the current
credit support available to the tranches, S&P left the ratings on
these transactions at their current levels.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 3,673 tranches from 849 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 1,419 ratings from 478 transactions are
currently on CreditWatch negative for the same reasons.  In
all, S&P has downgraded $420.859 billion of CDO issuance.

Additionally, S&P's ratings on $35.865 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of future downgrades.     

                          Rating Actions
                                                 Rating
                                                 ------
  Transaction                  Class      To                 From
  -----------                  -----      --                 ----
Buckingham CDO Ltd.            ACP        A+/A-1+/WatchNeg   AAA/A-1
+/WatchNeg
Buckingham CDO Ltd.            B          BBB+/Watch Neg     AAA/Watch
Neg     
Cascade Funding CDO I Ltd.     A-2        BBB-/Watch Neg     AAA/Watch
Neg     
Davenport CDO I Ltd            ABCP       CC/C               B/B/Watch
Neg     
Davenport CDO I Ltd            Sp Sr A-1  CC                 B/Watch
Neg       
Davenport CDO I Ltd            Sp Sr A-2  CC                 B/Watch
Neg       
Davenport CDO I Ltd            Sp Sr A-3  CC                 B/Watch
Neg       
Davis Square Funding II Ltd.   A-1LT-a    AA+/Watch Neg      AA
+               
Davis Square Funding II Ltd.   A-1LT-b    AA+/Watch Neg      AA
+               
Davis Square Funding II Ltd.   A-1LT-c    AA+/Watch Neg      AA
+               
Davis Square Funding II Ltd.   A-1LT-d    AA+/Watch Neg      AA
+               
Davis Square Funding II Ltd.   A-1LT-e    AA+/Watch Neg      AA
+               
Davis Square Funding II Ltd.   A-1LT-f    AA+/Watch Neg      AA
+               
Davis Square Funding III Ltd   A-1LT-a    AA/Watch Neg       AAA/Watch
Neg     
Davis Square Funding III Ltd   A-1LT-b-1  AA/Watch Neg       AAA/Watch
Neg     
Davis Square Funding III Ltd   A-2        A-/Watch Neg       AA-/Watch
Neg     
Davis Square Funding III Ltd   B          B-/Watch Neg       BB/Watch
Neg      
Duke Funding IV Ltd.           A-1        BBB+/Watch Neg     AAA/Watch
Neg     
Duke Funding IV Ltd.           A-2        BBB+/Watch Neg     AAA/Watch
Neg     
Duke Funding IV Ltd.           B          CCC-/Watch Neg     AA/Watch
Neg      
Duke Funding IV Ltd.           C          CC                 BBB/Watch
Neg     
Duke Funding IV Ltd.           Comp Sec   CC                 BBB-/Watch
Neg    
Gloucester Street ABS CDO I    A-1        AA/Watch Neg       AAA/Watch
Neg     
Gloucester Street ABS CDO I    A-2        AA-/Watch Neg      AAA/Watch
Neg     
Gloucester Street ABS CDO I    B          BBB/Watch Neg      AA/Watch
Neg      
Gloucester Street ABS CDO I    C          BB-/Watch Neg      A-/Watch
Neg      
Gloucester Street ABS CDO I    D          B-/Watch Neg       BBB-/Watch
Neg    
Grand Avenue CDO I Ltd         A-1A       CCC-/Watch Neg     BBB+/Watch
Neg    
Grand Avenue CDO I Ltd         A-1B       CCC-/Watch Neg     BBB+/Watch
Neg    
Grand Avenue CDO I Ltd         A-2        CC                 BBB-/Watch
Neg    
Grand Avenue CDO I Ltd         B          CC                 BB+/Watch
Neg     
Grand Avenue CDO I Ltd         C          CC                 CCC-/Watch
Neg    
Harp High Grade CDO I Ltd      A-1        BBB/Watch Neg      AAA/Watch
Neg     
Harp High Grade CDO I Ltd      A-2        BB-/Watch Neg      AA/Watch
Neg      
Harp High Grade CDO I Ltd      B          B-/Watch Neg       A/Watch
Neg       
Harp High Grade CDO I Ltd      C          CCC-/Watch Neg     BBB+/Watch
Neg    
Harp High Grade CDO I Ltd      D          CC                 CCC/Watch
Neg     
Klio II Funding Ltd.           ABCP       AA+/A-1+/Watch Neg AAA/A-1
+          
Lexington Capital Funding II   A-1        CCC-/Watch Neg     A-/Watch
Neg      
Lexington Capital Funding II   A-2        CC                 BBB+/Watch
Neg    
Lexington Capital Funding II   B          CC                 BB+/Watch
Neg     
Lexington Capital Funding II   C          CC                 BB/Watch
Neg      
Lexington Capital Funding II   D          CC                 B/Watch
Neg       
Lexington Capital Funding II   E          CC                 CCC/Watch
Neg     
Lochsong Ltd.                  A          CC                 BB/Watch
Neg      
Lochsong Ltd.                  B          CC                 B-/Watch
Neg      
Lochsong Ltd.                  C          CC                 CCC-/Watch
Neg    
Lochsong Ltd.                  S          BB+/Watch Neg      AAA/Watch
Neg     
Lochsong Ltd.                  Spr Sr   CCsrp                BB
+srp/Watch Neg  
Margate Funding I Ltd          A1J        AA+/Watch Neg      AA
+               
MKP CBO IV Ltd.                A-2        A+/Watch Neg
AAA               
MKP CBO IV Ltd.                B          CCC-/Watch Neg     A+/Watch
Neg      
MKP CBO IV Ltd.                C          CC                 BBB-/Watch
Neg    
Neptune CDO 2004-1 Ltd.        A-1LA      AA/Watch Neg
AAA               
Neptune CDO 2004-1 Ltd.        A-1LB      BBB-/Watch Neg     AA/Watch
Neg      
Neptune CDO 2004-1 Ltd.        A-2L       CCC-/Watch Neg     BBB-/Watch
Neg    
Neptune CDO 2004-1 Ltd.        A-3L       CC                 BB/Watch
Neg      
Neptune CDO 2004-1 Ltd.        B-1L       CC                 B/Watch
Neg       
Pine Mountain CDO III Ltd.     A-1        B-/Watch Neg       A-/Watch
Neg      
Pine Mountain CDO III Ltd.     A-2        CCC-/Watch Neg     BBB+/Watch
Neg    
Pine Mountain CDO III Ltd.     A-3        CC                 B-/Watch
Neg      
Pine Mountain CDO III Ltd.     A-4        CC                 CCC/Watch
Neg     
Pine Mountain CDO III Ltd.     B          CC                 CCC-/Watch
Neg    
Pioneer Valley Structured      CP Notes   AAA/A-1+/Watch Neg AAA/A-1
+          
Credit CDO I Ltd
Pioneer Valley Structured      A-1A       AAA/Watch Neg
AAA               
Credit CDO I Ltd
Pioneer Valley Structured      A-1B       AAA/Watch Neg
AAA               
Credit CDO I Ltd
Pioneer Valley Structured      A-2        AA/Watch Neg
AAA               
Credit CDO I Ltd
Pioneer Valley Structured      B          BBB/Watch Neg
AA                
Credit CDO I Ltd
Pioneer Valley Structured      C          CCC+/Watch Neg     A-/Watch
Neg      
Credit CDO I Ltd
Pioneer Valley Structured      D          CC                 BBB/Watch
Neg     
Credit CDO I Ltd
Putnam Structured Product      B          A+/Watch Neg       AA/Watch
Neg      
Funding 2003-1 Ltd.
Putnam Structured Product      C          BBB/Watch Neg      BBB+/Watch
Neg    
Funding 2003-1 Ltd.
South Coast Funding IX Ltd     A1A        CCC+/Watch Neg     A+/Watch
Neg      
South Coast Funding IX Ltd     A1B        CC                 CCC-/Watch
Neg    
Summer Street 2005-1 Ltd.      A-1        A/Watch Neg        AAA/Watch
Neg     
Summer Street 2005-1 Ltd.      A-2        BBB-/Watch Neg     AA/Watch
Neg      
Summer Street 2005-1 Ltd.      A-3        B/Watch Neg        BBB+/Watch
Neg    
Summer Street 2005-1 Ltd.      B          CCC-/Watch Neg     BB+/Watch
Neg     
Summer Street 2005-1 Ltd.      C          CC                 B/Watch
Neg       

Other Outstanding Ratings

  Transaction                     Class      Rating
  -----------                     -----      ------
Birch Real Estate CDO I Ltd.      A-1        AAA  
Birch Real Estate CDO I Ltd.      A-1L       AAA  
Birch Real Estate CDO I Ltd.      A-2        AAA  
Birch Real Estate CDO I Ltd.      A-2L       AAA  
Birch Real Estate CDO I Ltd.      A-3L       A+   
Birch Real Estate CDO I Ltd.      B-1        BB+/Watch Neg  
Cascade Funding CDO I Ltd         A-1        AAA  
Davis Square Funding II Ltd.      A-1MT-a    AA/Watch Neg       
Davis Square Funding II Ltd.      A-1MT-b    AA/Watch Neg     
Davis Square Funding II Ltd.      A-1MT-c    AA/Watch Neg     
Davis Square Funding II Ltd.      A-1MT-d    AA/Watch Neg    
Davis Square Funding II Ltd.      A-1MT-e    AA/Watch Neg      
Davis Square Funding II Ltd.      A-1MT-f    AA/Watch Neg       
Grand Avenue CDO I Ltd            D          CC   
Grand Avenue CDO I Ltd            E-1        CC   
Grand Avenue CDO I Ltd            E-2        CC   
Klio II Funding Ltd.              A-1        BBB/Watch Neg    
Klio II Funding Ltd.              A-2        BB/Watch Neg      
Klio II Funding Ltd.              B          B+/Watch Neg     
Klio II Funding Ltd.              C          CCC-/Watch Neg  
Klio II Funding Ltd.              Pref Shrs  CC   
Lakeside CDO I Ltd                A-1        AAA  
Lexington Capital Funding II Ltd  F          CC   
Lochsong Ltd.                     D          CC   
Lochsong Ltd.                     E          CC   
Margate Funding I Ltd             A1S        AAA  
Margate Funding I Ltd             A2         A-/Watch Neg     
Margate Funding I Ltd             A3         BB+/Watch Neg         
Margate Funding I Ltd             Combo Nts  AAA  
Margate Funding I Ltd             Income Nts CCC/Watch Neg    
MKP CBO IV Ltd.                   A-1        AAA  
Pine Mountain CDO III Ltd.        C          CC   
Pine Mountain CDO III Ltd.        D          CC   
Pine Mountain CDO III Ltd.        E          CC   
Pioneer Valley Structured Credit  X          AAA  
CDO I Ltd
Putnam Structured Product Funding A-1        AAA/A-1+        
2003-1 Ltd.
Putnam Structured Product Funding A-2        AAA  
2003-1 Ltd.
South Coast Funding IX Ltd        A2         CC   
South Coast Funding IX Ltd        B          CC   
South Coast Funding IX Ltd        C          CC   
South Coast Funding IX Ltd        D          CC   
South Coast Funding IX Ltd        E          CC   
South Coast Funding IX Ltd        F          CC   


* S&P Lowers Ratings on 448 Classes from 58 RMBS Transactions
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 448
classes from 58 residential mortgage-backed securities  
transactions backed by U.S. subprime mortgage loan collateral
issued in 2006.  At the same time, S&P removed 308 of the lowered
ratings from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on 285 classes from the same 58 RMBS
transactions and removed 156 of the affirmed ratings from
CreditWatch negative.
     
The downgraded classes represent an original par amount of
approximately $30.23 billion, or about 7% of the par amount of
U.S. RMBS backed by first-lien subprime mortgage loans rated by
Standard & Poor's in 2006.  S&P has taken previous rating actions
on approximately $13.10 billion of the total amount of affected
securities.  In addition, the classes with affirmed ratings
represent an original par amount of approximately $27.44 billion
subprime RMBS certificates issued in 2006.
     
The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given its current projected losses.  As announced in "S&P
Revises Deal-Specific Projected Losses For U.S. Subprime RMBS
Issued In 2006, 2007," published Aug. 19, 2008, on RatingsDirect,
its default curve for U.S. subprime RMBS is a key component of its
loss projection analysis of U.S. RMBS transactions, which is
discussed in "Standard & Poor's Revised Default And Loss Curves
For U.S. Subprime RMBS," published Oct. 19, 2007.  

With the recent continued deterioration in U.S. RMBS performance,
however, S&P is adjusting its loss curve forecasting methodology
to more explicitly incorporate each transaction's current
delinquency, default, and loss trends.  Some transactions are
experiencing foreclosures and delinquencies at rates greater than
its initial projections.  S&P believes that adjusting S&P's
projected losses, which S&P derived from its default curve
analysis, is appropriate in cases where the amount of current
delinquencies indicates a different timing or level of loss.  

In addition, S&P recently revised its loss severity assumption for
transactions issued in 2006 and the first half of 2007 as
described in "Standard & Poor's Revises U.S. Subprime, Prime, And
Alternative-A RMBS Loss Assumptions," published July 30, 2008.  
S&P based the revised assumption on its belief that continued
foreclosures, distressed sales, increased carrying costs, and a
further decline in home sales will continue to depress prices and
push loss severities higher than its previously assumed.
     
The lowered ratings reflect S&P's assessment of credit support
under three constant prepayment rate scenarios.  The first
scenario utilizes the lower of the lifetime or 12-month CPR, while
the second utilizes a 6% CPR, which is very slow by historical
standards.  The third scenario uses a prepayment rate that is
equal to two times the lower of the lifetime or 12-month CPR.  S&P  
incorporated a third CPR scenario into its cash flow analysis
to account for potential increases in prepayments, which may occur
from normal increases typically found in the seasoning of pools
combined with a chance that governmental proposals, if adopted,
may lead to increased CPRs.

S&P assumed a constant default rate for each pool.  Because the
analysis focused on each individual class with varying maturities,
prepayment scenarios may cause an individual class or the
transaction itself to prepay in full before it incurs the entire
loss projection.  Slower prepayment assumptions lengthen the
average life of the mortgage pool, which increases the likelihood
that total projected losses will be realized.  The longer a class
remains outstanding, however, the more excess spread it generates.

To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  For
mortgage pools that are continuing to show increasing
delinquencies, S&P increased its cash flow stresses to account for
potential increases in monthly losses.  In order to maintain a
rating higher than 'B', a class had to absorb losses in excess of
the base-case assumptions S&P assumed in its analysis.

For example, a class may have to withstand 115% of S&P's base-case
loss assumptions in order to maintain a 'BB' rating, while a
different class may have to withstand 125% of its base-case loss
assumptions to maintain a 'BBB' rating.  Each class that has an
affirmed 'AAA' rating can withstand approximately 150% of its
base-case loss assumptions under its analysis, subject to
individual caps assumed on specific transactions.  S&P determined
the caps by limiting the amount of remaining defaults to 90% of
the current pool balances.
     
A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transactions.  The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. subprime mortgage loans that
are secured by first and second liens on one- to four-family
residential properties.

To date, including the classes listed below and actions on both
publicly and confidentially rated classes, S&P has resolved the
CreditWatch placements of the ratings on 2,060 classes from 282
U.S. subprime RMBS transactions from the 2006 and 2007 vintages.  
Currently, S&P's ratings on 1,161 classes from 238 U.S. subprime
RMBS transactions from the 2005, 2006, and 2007 vintages are
currently on CreditWatch negative.     

Rating Actions

ABFC 2006-OPT1 Trust
Series      2006-OPT1

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        00075QAQ5     AAA            AAA/Watch Neg
A-2        00075QAR3     AAA            AAA/Watch Neg
A-3A       00075QAA0     AAA            AAA/Watch Neg
A-3B       00075QAB8     AAA            AAA/Watch Neg
A-3C1      00075QAS1     AAA            AAA/Watch Neg
A-3C2      00075QAC6     AAA            AAA/Watch Neg
A-3D       00075QAD4     AAA            AAA/Watch Neg
M-1        00075QAE2     AA             AA+/Watch Neg
M-2        00075QAF9     B              AA/Watch Neg
M-3        00075QAG7     B-             BBB/Watch Neg
M-4        00075QAH5     CCC            B/Watch Neg
M-8        00075QAM4     CC             CCC
M-9        00075QAN2     CC             CCC
B          00075QAP7     CC             CCC

ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE3
Series      2006-HE3

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        00441TAA1     AA             AAA/Watch Neg
A-2B       00441TAC7     AAA            AAA/Watch Neg
A-2C       00441TAD5     AAA            AAA/Watch Neg
A-2D       00441TAE3     AA             AAA/Watch Neg
M-1        00441TAF0     A              AA+/Watch Neg
M-2        00441TAG8     B              BB+/Watch Neg
M-3        00441TAH6     B-             BB/Watch Neg
M-4        00441TAJ2     CCC            B/Watch Neg
M-6        00441TAL7     CC             CCC
M-7        00441TAM5     CC             CCC
M-8        00441TAN3     D              CCC
M-9        00441TAP8     D              CCC

Ace Securities Corp. Home Equity Loan Trust, Series 2006-HE4
Series      2006-HE4

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        00442BAA9     AA             AAA/Watch Neg
A-2A       00442BAB7     AAA            AAA/Watch Neg
A-2B       00442BAC5     AAA            AAA/Watch Neg
A-2C       00442BAD3     AA             AAA/Watch Neg
A-2D       00442BAE1     A              AAA/Watch Neg
M-1        00442BAF8     BB             BBB/Watch Neg
M-2        00442BAG6     B              BB+/Watch Neg
M-3        00442BAH4     B-             BB/Watch Neg
M-4        00442BAJ0     CCC            B/Watch Neg
M-5        00442BAK7     CC             CCC
M-6        00442BAL5     CC             CCC
M-7        00442BAM3     CC             CCC
M-9        00442BAP6     D              CC

ACE Securities Corp. Home Equity Loan Trust, Series 2006-NC2
Series 2006-NC2

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        00441XAA2     AAA            AAA/Watch Neg
A-2A       00441XAB0     AAA            AAA/Watch Neg
A-2B       00441XAC8     AAA            AAA/Watch Neg
A-2C       00441XAD6     AAA            AAA/Watch Neg
A-2D       00441XAE4     AAA            AAA/Watch Neg
M-1        00441XAF1     BB             AA+/Watch Neg
M-2        00441XAG9     B              BBB/Watch Neg
M-3        00441XAH7     B-             BB/Watch Neg
M-7        00441XAM6     CC             CCC
M-11       00441XAR5     D              CC

Asset Backed Securities Corporation Home Equity Loan Trust, Series
OOMC
2006-HE5
Series OOMC 2006-HE5

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A1         04544PAA7     AAA            AAA/Watch Neg
A2         04544PAB5     AAA            AAA/Watch Neg
A3         04544PAC3     AAA            AAA/Watch Neg
A4         04544PAD1     AAA            AAA/Watch Neg
A5         04544PAE9     AAA            AAA/Watch Neg
M1         04544PAF6     A              AA+/Watch Neg
M2         04544PAG4     B              BBB/Watch Neg
M3         04544PAH2     B-             B/Watch Neg
M6         04544PAL3     CC             CCC
M7         04544PAM1     CC             CCC
M8         04544PAN9     CC             CCC
M9         04544PAP4     CC             CCC

Bear Stearns Asset Backed Securities Trust 2006-4
Series 2006-4

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        07389LAA7     AAA            AAA/Watch Neg
A-2        07389LAB5     AAA            AAA/Watch Neg
A-3        07389LAC3     AAA            AAA/Watch Neg
M-1        07389LAD1     B              AA/Watch Neg
M-2        07389LAE9     B-             AA-/Watch Neg

BNC Mortgage Loan Trust 2006-1
Series 2006-1

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A1         055682AA6     B              A/Watch Neg
A2         055682AB4     AAA            AAA/Watch Neg
A3         055682AC2     AA             AAA/Watch Neg
A4         055682AD0     B              A/Watch Neg
M1         055682AE8     B-             BB/Watch Neg
M2         055682AF5     CCC            B/Watch Neg
M4         055682AH1     CC             CCC
M5         055682AJ7     CC             CCC
M6         055682AK4     CC             CCC
B          055682AP3     D              CC

C-BASS Mortgage Loan Asset-Backed Certificates, Series 2006-CB8
Series 2006-CB8

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        1248P1AA2     AA             AAA/Watch Neg
A-2A       1248P1AB0     AAA            AAA/Watch Neg
A-2B       1248P1AC8     AAA            AAA/Watch Neg
A-2C       1248P1AD6     AA             AAA/Watch Neg
A-2D       1248P1AE4     AA             AAA/Watch Neg
M-1        1248P1AF1     A              AA+/Watch Neg
M-2        1248P1AG9     B              AA/Watch Neg
M-3        1248P1AH7     B-             AA-/Watch Neg

Citigroup Mortgage Loan Trust 2006-AMC1
Series 2006-AMC1

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        17309PAS5     A              AAA/Watch Neg
A-2A       17309PAA4     AAA            AAA/Watch Neg
A-2B       17309PAB2     A              AAA/Watch Neg
A-2C       17309PAC0     A              AAA/Watch Neg
M-1        17309PAD8     B              AA+/Watch Neg
M-2        17309PAE6     B-             BBB/Watch Neg
M-3        17309PAF3     CCC            BB/Watch Neg
M-7        17309PAK2     CC             CCC
M-8        17309PAL0     CC             CCC
M-9        17309PAM8     CC             CCC

CWABS Asset Backed Certificates Trust 2006-16
Series 2006-16

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A        23242FAA4     A              AAA/Watch Neg
2-A-1      23242FAB2     AAA            AAA/Watch Neg
2-A-2      23242FAC0     AA             AAA/Watch Neg
2-A-3      23242FAD8     A              AAA/Watch Neg
M-1        23242FAE6     B              AA+/Watch Neg
M-2        23242FAF3     B-             AA/Watch Neg
M-3        23242FAG1     B-             A/Watch Neg
M-4        23242FAH9     CCC            BB/Watch Neg
M-5        23242FAJ5     CCC            B/Watch Neg
M-7        23242FAL0     CC             CCC
M-8        23242FAM8     CC             CCC
M-9        23242FAN6     CC             CCC
B          23242FAP1     CC             CCC

CWABS Asset Backed Certificates Trust 2006-21
Series 2006-21

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A        12667LAA0     BBB            AAA/Watch Neg
2-A-1      12667LAB8     AAA            AAA/Watch Neg
2-A-2      12667LAC6     AAA            AAA/Watch Neg
2-A-3      12667LAD4     A              AAA/Watch Neg
2-A-4      12667LAE2     BBB            AAA/Watch Neg
M-1        12667LAF9     B              AA+/Watch Neg
M-2        12667LAG7     B-             A/Watch Neg
M-3        12667LAH5     CCC            BBB/Watch Neg
M-4        12667LAJ1     CCC            BB/Watch Neg
M-8        12667LAN2     CC             CCC
M-9        12667LAP7     CC             CCC
B          12667LAQ5     CC             CCC

CWABS Asset Backed Certificates Trust 2006-22
Series 2006-22

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1A         12666BAA3     BBB            AAA/Watch Neg
2-A-1      12666BAB1     AAA            AAA/Watch Neg
2-A-2      12666BAC9     AAA            AAA/Watch Neg
2-A-3      12666BAD7     A              AAA/Watch Neg
2-A-4      12666BAE5     BBB            AAA/Watch Neg
M-1        12666BAF2     B              AA+/Watch Neg
M-2        12666BAG0     B-             AA/Watch Neg
M-3        12666BAH8     CCC            A/Watch Neg
M-4        12666BAJ4     CCC            A-/Watch Neg
M-8        12666BAN5     CC             CCC
M-9        12666BAP0     CC             CCC
B          12666BAQ8     CC             CCC

CWABS Asset-Backed Certificates Trust 2006-20
Series 2006-20

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A        12667HAA9     BB             AAA/Watch Neg
2-A-1      12667HAB7     AAA            AAA/Watch Neg
2-A-2      12667HAC5     AAA            AAA/Watch Neg
2-A-3      12667HAD3     BBB            AAA/Watch Neg
2-A-4      12667HAE1     BB             AAA/Watch Neg
M-1        12667HAF8     B              AA+/Watch Neg
M-2        12667HAG6     B-             A/Watch Neg
M-3        12667HAH4     B-             BBB/Watch Neg
M-4        12667HAJ0     CCC            BB/Watch Neg
M-8        12667HAN1     CC             CCC
M-9        12667HAP6     CC             CCC
B          12667HAQ4     CC             CCC

CWABS Asset-Backed Certificates Trust 2006-23
Series 2006-23

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A        12666CAA1     BBB            AAA/Watch Neg
2-A-1      12666CAB9     AAA            AAA/Watch Neg
2-A-2      12666CAC7     AAA            AAA/Watch Neg
2-A-3      12666CAD5     A              AAA/Watch Neg
2-A-4      12666CAE3     BBB            AAA/Watch Neg
M-1        12666CAF0     B              AA+/Watch Neg
M-2        12666CAG8     B-             AA/Watch Neg
M-3        12666CAH6     CCC            AA-/Watch Neg
M-4        12666CAJ2     CCC            A+/Watch Neg
M-5        12666CAK9     CCC            A/Watch Neg
M-6        12666CAL7     CCC            A-/Watch Neg
M-7        12666CAM5     CCC            BBB+/Watch Neg
M-8        12666CAN3     CC             BBB/Watch Neg
M-9        12666CAP8     CC             BBB-/Watch Neg
B          12666CAQ6     CC             BB+/Watch Neg

CWABS Asset-Backed Certificates Trust 2006-24
Series 2006-24

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A        23243HAA9     BBB            AAA/Watch Neg
2-A-1      23243HAB7     AAA            AAA/Watch Neg
2-A-2      23243HAC5     AAA            AAA/Watch Neg
2-A-3      23243HAD3     A              AAA/Watch Neg
2-A-4      23243HAE1     BBB            AAA/Watch Neg
M-1        23243HAF8     BB             AA+/Watch Neg
M-2        23243HAG6     B              AA-/Watch Neg
M-3        23243HAH4     B-             B/Watch Neg
M-8        23243HAN1     CC             CCC
M-9        23243HAP6     CC             CCC
B          23243HAQ4     CC             CCC

CWABS Asset-Backed Certificates Trust 2006-BC5
Series 2006-BC5

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A        12666SAA6     BBB            AAA/Watch Neg
2-A-1      12666SAB4     AAA            AAA/Watch Neg
2-A-2      12666SAC2     AAA            AAA/Watch Neg
2-A-3      12666SAD0     AA             AAA/Watch Neg
2-A-4      12666SAE8     BBB            AAA/Watch Neg
M-1        12666SAF5     B              AA/Watch Neg
M-2        12666SAG3     B-             BBB/Watch Neg
M-3        12666SAH1     CCC            BB/Watch Neg
M-6        12666SAL2     CC             CCC

First Franklin Mortgage Loan Trust 2006-FF10
Series 2006-FF10

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A1         32028HAA1     A              AAA/Watch Neg
A2         32028HAB9     AAA            AAA/Watch Neg
A3         32028HAC7     AAA            AAA/Watch Neg
A4         32028HAD5     AA             AAA/Watch Neg
A5         32028HAE3     A              AAA/Watch Neg
A6         32028HAF0     AAA            AAA/Watch Neg
A7         32028HAG8     AA             AAA/Watch Neg
M1         32028HAH6     B              A/Watch Neg
M2         32028HAJ2     B-             BB/Watch Neg
M3         32028HAK9     CCC            B/Watch Neg
M6         32028HAN3     CC             CCC
M7         32028HAP8     CC             CCC
M8         32028HAQ6     CC             CCC
M9         32028HAR4     CC             CCC
B2         32028HAT0     D              CC

First Franklin Mortgage Loan Trust 2006-FF11
Series 2006-FF11

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      32028PAA3     BB             BBB/Watch Neg
I-A-2      32028PAB1     BB             BBB/Watch Neg
II-A-1     32028PAC9     AAA            AAA/Watch Neg
II-A-2     32028PAD7     AAA            AAA/Watch Neg
II-A-3     32028PAE5     BBB            A/Watch Neg
II-A-4     32028PAF2     BB             BBB/Watch Neg
M-1        32028PAG0     B-             BB/Watch Neg
M-2        32028PAH8     CCC            B/Watch Neg
M-5        32028PAL9     CC             CCC
M-6        32028PAM7     CC             CCC
M-7        32028PAN5     CC             CCC
M-8        32028PAP0     CC             CCC
M-10       32028PAR6     D              CC

First Franklin Mortgage Loan Trust 2006-FF12
Series 2006-FF12

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A1         32027GAA4     BBB            AA/Watch Neg
A2         32027GAB2     AAA            AAA/Watch Neg
A3         32027GAC0     AAA            AAA/Watch Neg
A4         32027GAD8     AA             AAA/Watch Neg
A5         32027GAE6     BBB            AA/Watch Neg
M1         32027GAF3     BB             BBB/Watch Neg
M2         32027GAG1     B              BB/Watch Neg
M3         32027GAH9     B-             B/Watch Neg
M6         32027GAL0     CC             CCC
M7         32027GAM8     CC             CCC
M8         32027GAN6     CC             CCC

First Franklin Mortgage Loan Trust 2006-FF14
Series 2006-FF14

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A1         32027LAA3     B              BBB/Watch Neg
A2         32027LAB1     AAA            AAA/Watch Neg
A3         32027LAC9     AAA            AAA/Watch Neg
A4         32027LAD7     AAA            AAA/Watch Neg
A5         32027LAE5     BB             A/Watch Neg
A6         32027LAF2     B              BBB/Watch Neg
M1         32027LAG0     B-             BB/Watch Neg
M2         32027LAH8     CCC            B/Watch Neg
M3         32027LAJ4     CCC            B/Watch Neg
M6         32027LAM7     CC             CCC
M7         32027LAN5     CC             CCC

First Franklin Mortgage Loan Trust 2006-FF15
Series 2006-FF15

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A1         32028GAA3     B              BB/Watch Neg
A2         32028GAB1     B              BB/Watch Neg
A3         32028GAC9     AAA            AAA/Watch Neg
A4         32028GAD7     AAA            AAA/Watch Neg
A5         32028GAE5     BB             BBB/Watch Neg
A6         32028GAF2     B              BB/Watch Neg
M1         32028GAG0     B-             B/Watch Neg
M5         32028GAL9     CC             CCC
M6         32028GAM7     CC             CCC
M7         32028GAN5     CC             CCC

First Franklin Mortgage Loan Trust 2006-FF8
Series 2006-FF8

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      320278AR5     AA             AAA/Watch Neg
II-A1      320278AA2     AAA            AAA/Watch Neg
II-A-2     320278AB0     AAA            AAA/Watch Neg
II-A-3     320278AC8     AA+            AAA/Watch Neg
II-A-4     320278AD6     AA             AAA/Watch Neg
M-1        320278AE4     A              AA+/Watch Neg
M-2        320278AF1     B              BBB/Watch Neg
M-3        320278AG9     B-             BB+/Watch Neg
M-4        320278AH7     CCC            BB/Watch Neg
M-5        320278AJ3     CCC            B/Watch Neg
M-7        320278AL8     CC             CCC
M-12       320278AS3     D              CC

First Franklin Mortgage Loan Trust 2006-FF9
Series 2006-FF9

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A        320276AB4     BBB            AAA/Watch Neg
II-A-1     320276AC2     AAA            AAA/Watch Neg
II-A-2     320276AD0     AAA            AAA/Watch Neg
II-A-3     320276AE8     A              AAA/Watch Neg
II-A-4     320276AF5     BB             AAA/Watch Neg
M-1        320276AG3     B              AA/Watch Neg
M-2        320276AH1     B-             A+/Watch Neg
M-3        320276AJ7     CCC            BB/Watch Neg
M-4        320276AK4     CCC            B/Watch Neg
M-5        320276AL2     CC             CCC
M-10       320276AR9     D              CC

First Franklin Mortgage Loan Trust, Series 2006-FF18
Series 2006-FF18

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        32029AAA5     B              BBB/Watch Neg
A-2A       32029AAB3     AAA            AAA/Watch Neg
A-2B       32029AAC1     AAA            AAA/Watch Neg
A-2C       32029AAD9     B              A/Watch Neg
A-2D       32029AAE7     B              BBB/Watch Neg
M-1        32029AAF4     B-             BB/Watch Neg
M-2        32029AAG2     CCC            B/Watch Neg
M-6        32029AAL1     CC             CCC
B-1        32029AAM9     CC             CCC

Fremont Home Loan Trust 2006-C
Series 2006-C

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A1       35729TAA0     A              AAA/Watch Neg
1-A2       35729TAB8     A              AAA/Watch Neg
2-A1       35729TAC6     AAA            AAA/Watch Neg
2-A2       35729TAD4     BBB            AAA/Watch Neg
2-A3       35729TAE2     BBB            AAA/Watch Neg
M1         35729TAF9     B              AA/Watch Neg
M2         35729TAG7     B-             BBB/Watch Neg
M3         35729TAH5     CCC            BB/Watch Neg
M6         35729TAL6     CC             CCC
M7         35729TAM4     CC             CCC
M8         35729TAN2     CC             CCC
M9         35729TAP7     CC             CCC

Fremont Home Loan Trust 2006-E
Series 2006-E

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A1       35729NAA3     BBB            AAA/Watch Neg
2-A1       35729NAB1     AAA            AAA/Watch Neg
2-A2       35729NAC9     AAA            AAA/Watch Neg
2-A3       35729NAD7     BBB            AAA/Watch Neg
2-A4       35729NAT2     BB             AAA/Watch Neg
M1         35729NAE5     B              A-/Watch Neg
M2         35729NAF2     B-             BB/Watch Neg
M3         35729NAG0     CCC            B/Watch Neg
M7         35729NAL9     CC             CCC
M8         35729NAM7     CC             CCC
M9         35729NAN5     CC             CCC

GSAMP Trust 2006-HE6
Series 2006-HE6

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        36245AAA4     AAA            AAA/Watch Neg
A-2        36245AAB2     AAA            AAA/Watch Neg
A-3        36245AAC0     AAA            AAA/Watch Neg
A-4        36245AAD8     AA             AAA/Watch Neg
M-1        36245AAE6     BBB            AA+/Watch Neg
M-2        36245AAF3     B              BBB/Watch Neg
M-3        36245AAG1     B-             BB/Watch Neg
M-4        36245AAH9     CCC            B/Watch Neg
B-1        36245AAM8     CC             CCC
B-2        36245AAN6     CC             CCC
B-3        36245AAP1     D              CC

Home Equity Asset Trust 2006-5
Series 2006-5

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      437096AA8     AAA            AAA/Watch Neg
2-A-1      437096AB6     AAA            AAA/Watch Neg
2-A-2      437096AC4     AAA            AAA/Watch Neg
2-A-3      437096AD2     AA             AAA/Watch Neg
2-A-4      437096AE0     A              AAA/Watch Neg
P          437096AU4     AAA            AAA/Watch Neg
M-1        437096AH3     BB             AA-/Watch Neg
M-2        437096AJ9     B              BB/Watch Neg
M-3        437096AK6     B-             B/Watch Neg
M-7        437096AP5     CC             CCC
M-8        437096AQ3     CC             CCC
B-1        437096AR1     CC             CCC
B-2        437096AS9     D              CC

Home Equity Asset Trust 2006-6
Series 2006-6

                              Rating
                              ------
Class      CUSIP         To             From
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